MAAN ALUMINIUM LIMITED — Proxy Solicitation & Information Statement 2025

Feb 28, 2025

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28[th] February, 2025

	28thFebruary, 2025	28thFebruary, 2025	28thFebruary, 2025
	To, Manager Dept. of Corporate Services Bombay Stock Exchange Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai – 400001 Fax:022- 22723121/2037/2039/2041 corp.relations@bseindia.com Scrip Code : 532906				To, Manager Dept. of Corporate Services The National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra, Mumbai – 400051 Fax: 022-26598237/38, 26598347/48 cmlist@nse.co.in Scrip Code : MAANALU
	Re: ISIN – INE215I01027
	Sub: Notice of Postal Ballot
	Dear Sir/Madam,
	Sl. No.	Particulars	Dates
	1	Cut-off Date	Friday, February 21, 2025 [for determining the members entitled for remote e-voting and dispatch of Notice (by electronic means) to Members whose names appear in the Register of Members/List of Beneficial Owners as received from Depositories as on the Cut-off Date.]
	2	Date of Completion of dispatch of Notice (by Electronic Means)	Friday, February 28, 2025
	3	Date of Commencement of e- Voting	Saturday, March 01, 2025 at 9:00 A.M. (IST)
	4	Date of Ending of e-Voting (“Last Date”)	Sunday March 30, 2025 at 5:00 P.M. (IST)
	5	Date on which resolution will be deemed to bepassed	Sunday March 30, 2025
	6	Results of Postal Ballot	On or before Tuesday,April 01,2025

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The Company has engaged the services of MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (“MIIPL”) for providing E-Voting facility to its Members. The aforementioned Postal Ballot Notice, along with the Explanatory Statement is also available on the Company’s website at www.maanaluminium.com and on the website of Link Intime at https://instavote.linkintime.co.in.

We request you to kindly take the above on records.

Thanking you,

Yours faithfully, For Maan Aluminium Limited

SANDEEP KUMAR AGARWAL Digitally signed by SANDEEP KUMAR AGARWAL DN: c=IN, postalCode=313002, st=RAJASTHAN, street=UDAIPUR,27, RAJENDRA NAGAR, GARIYAWAS ,313002, l=UDAIPUR, o=Personal, serialNumber=8f04747a0532194169b336a9ebafef119c9fddae6bae213b462483c0eeffeee9, pseudonym=f3db3824ae2747ccb78ea9b859fc6eaa, 2.5.4.20=7db4b9da7c4aed7c515d503c43a48842a0e96fd65f18807b8276a74d6ad25dde, email=AGARWALSANDEEP.08@GMAIL.COM, cn=SANDEEP KUMAR AGARWAL Date: 2025.02.28 16:13:22 +05'30'

Sandeep cn=SANDEEP KUMAR AGARWAL Date: 2025.02.28 16:13:22 +05'30'Date: 2025.02.28 16:13:22 +05'30' CFO & Company Secretary ICSI Membership No. : A-37132 Email : cs@maanaluminium.in

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Maan Aluminium Limited (CIN No.: L30007DL2003PLC214485) 4/5, First Floor, Asaf Ali Road, New Delhi 110 002 Tel. 011-40081800 Website: www.maanaluminium.com Email: info@maanaluminium.in

POSTAL BALLOT NOTICE

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

Dear Members,

Notice is hereby given pursuant to the provisions of Section 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), General Circular Nos. 09/2024 dated 19th September, 2024 read with earlier Circulars, issued by the Ministry of Corporate Affairs in this regard (“ MCA Circulars ”), SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/133 dated October 03, 2024 read with earlier Circulars issued by SEBI (together “SEBI Circulars”) Secretarial Standard - 2 on General Meetings (“Secretarial Standard”) issued by the Institute of Company Secretaries of India (“SS- 2”) and other applicable provisions of the Act, regulations, rules, circulars and notifications issued thereunder, that the Company seeks approval of the Members, via Postal Ballot through remote e-voting process (“ e-voting ”) only.

An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 pertaining to the said resolution setting out the material facts and the reasons thereof form part of this Postal Ballot notice (the “ Postal Ballot Notice ”). The Notice will also be placed on the website of the Company at www.maanaluminium.com and the website of the Registrar and Share Transfer Agent (“RTA”), MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (“MIIPL”) i.e. www.linkintime.co.in. The Notice can also be accessed from the website of the Stock Exchanges i.e. BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) at www.bseindia.com and www.nseindia.com respectively

The Company has appointed M/s. A Abhinav & Associates, Practicing Company Secretary to act as the Scrutinizer for conducting the Postal Ballot in a fair and transparent manner in accordance with the provisions of the Act and the Rules made thereunder.

The Members shall exercise their right to vote on the matters included in the Notice of Postal Ballot by electronic means i.e. through e-voting services provided by MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (“MIIPL”). The e-voting period commences on Saturday, 01[st] March, 2025 at 09.00 A.M. IST and ends on Sunday, 30[th] March, 2025 at 05.00 P.M. IST. Members are requested to carefully read the instructions given in this Postal Ballot Notice and record their assent (FOR) or dissent (AGAINST) through the remote e-voting process not later than 05.00 P.M. IST on Sunday, 30[th] March, 2025. The e-voting will be blocked by MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (“MIIPL”) immediately thereafter and will not be allowed beyond the said date and time.

The Resolutions shall be deemed to have been passed on Sunday 30[th] March, 2025, being the last date for e-voting, if approved by the requisite majority.

SPECIAL BUSINESS

1. To re-appoint Mr. Ravinder Nath Jain (DIN: 00801000) as Chairman and Managing Director and fix his remuneration in this regard, to consider and if thought fit, to pass, with or without modification(s) the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 2(54), 2(78), 196, 197 & 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications or re-enactment(s) thereof for the time being in force) , SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and pursuant to the Articles of Association of the Company, the consent of the member be and is hereby accorded for re-appointment of Mr. Ravinder Nath Jain (DIN: 00801000), as the Chairman & Managing Director of the Company for a period of three years with effect from April 01, 2025 to 31st March, 2028, on the terms and conditions including payment of remuneration as recommended by the nomination and remuneration committee duly approved by Board.

The broad particulars of remuneration payable to and the terms of the appointment of Mr. Ravinder Nath Jain during his tenure as Chairman and Managing Director are as under:

Terms and Conditions of appointment:

A. Period: 3 Years w.e.f. 1st April, 2025 with the liberty to either party to terminate the appointment on three months’ notice in writing to the other.

B. Remuneration:

(a) Basic Salary Rs. 74,43,912/- (Rupees Seventy Four Lakhs Fourth Three Thousand Nine Hundred Twelve and Paise Zero Only) per annuam with such increments as the Board may decide from time to time, subject however to a ceiling of Rs. 1,80,00,000/- (Rupees One Crore Eighty Lakhs Zero and Paise Zero Only) per annuam as Basic Salary.

(b) Special Allowance Rs. 60,00,000/- (Rupees Sixty Lakhs Zero and Paise Zero Only) per annum with such increments as the Board may decide from time to time, subject however to a ceiling of Rs.1,80,00,000/- (Rupees One Crore Eighty Lakhs Zero and Paise Zero Only) per annum. This allowance however, will not be taken into account for the calculation of benefits such as Provident Fund, Gratuity, Superannuation and Leave encashment and this can be paid monthly/quarterly/annually.

(c) Incentive Pay: Linked to the achievement of targets, as may be decided by the Board from time to time, subject to a maximum of Rs. 5,00,00,000/- (Rupees Five Crore only) per annum and this can be paid monthly/quarterly/annually.

(d) Long-term Incentive Compensation (LTIC) including Employee Stock Option, Restricted Stock Units, Stock Appreciation Rights, Phantom Restricted Stock Units as per the Scheme applicable to the

Executive Directors and/or Senior Executives of the Company and any other Incentives applicable to Senior Executives of the Company, in such manner and with such provisions as may be decided by the Board, considering the above.

C. Perquisites:

(a) Housing: Company provided (furnished/ unfurnished) accommodation and/or HRA in lieu of company provided accommodation as per the policy of the Company.

(b) House Maintenance: Electricity, gas, water, telephone and other reasonable expenses as per Company policy.

(c) Medical Expenses Reimbursement: Reimbursement of all expenses incurred for self and family (including domiciliary and medical expenses), as per Company policy.

(d) Medical and Life Insurance: Medical and Life Insurance cover as per Company policy

(e) Accidental Insurance: Accidental insurance cover as per Company policy.

(f) Leave Travel Expenses: Leave Travel Expenses for self and family in accordance with the policy of Company.

(g) Car: Two cars for use on Company’s Business as per policy of Company.

(h) Other expenses: Entertainment, travelling and all other expenses incurred for the business of the Company as per policy of the Company. Travelling expenses of Spouse accompanying on any official overseas or inland trip will be governed as per the rules of the Company.

(i) Retirement Benefits: Provident Fund, Superannuation Fund, National Pension Scheme and Gratuity as per policy of the Company. Any other one time / periodic retirement allowances /benefits as may be decided by the Board at the time of retirement.

(j) Club Membership: Fees of Corporate club in India (including admission and annual membership fee).

(K) Other benefits: Leave and encashment of leave as per policy of the Company.

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

D. Subject as aforesaid, the Managing Director shall be governed by such other Rules as are applicable to the Senior Executives of the Company from time to time.

E. For the purposes of Gratuity, Provident Fund, Superannuation and other like benefits, if any, the service of Mr. Ravinder Nath Jain, Managing Director will be considered as continuous service with the Company from the date of his joining the Maan Aluminium Limited.

F. The aggregate of the remuneration and perquisites as aforesaid in any financial year shall not exceed the limit from time to time under Sections 197, 198 and other applicable provisions of the Act read with Schedule V thereto or otherwise as may be permissible at law.

G. Though considering the provisions of Section 188 of the Companies Act 2013, and the applicable Rules thereunder, Mr. Ravinder Nath Jain would not be holding any office or place of profit by his being a mere director of the Company’s subsidiaries/ Joint Ventures, approval be and is hereby granted by way of abundant caution for him to accept the sitting fees/commission paid/payable to other directors for attending meetings of Board(s) of Directors/Committee(s) of subsidiaries/Joint Ventures of the Company.

H. Mr. Ravinder Nath Jain shall not be subject to retirement by rotation during his tenure as the Managing Director of the Company. So long as Mr. Ravinder Nath Jain functions as the Managing Director, he shall not be paid any fees for attending the meetings of the Board or any Committees(s) thereof of the Company.

RESOLVED FURTHER THAT if in any financial year(s), the Company has no profits or its profits are inadequate, the remuneration, including the perquisites as aforesaid, will be paid to Mr. Ravinder Nath Jain in accordance with the applicable provisions of Schedule V of the Companies Act 2013, and subject to the approval of the Central Government, if required.

RESOLVED FURTHER THAT the Board of Directors (which term shall be deemed to include any Committee constituted/to be constituted by the Board) be and is hereby authorized to revise the remuneration and perquisites payable to Mr. Ravinder Nath Jain from time to time, subject to the limits approved by the shareholders.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, directors or key managerial personnel of the Company be and are hereby severally authorized to do all acts, deeds, matters and things as they may in their absolute discretion deem necessary, proper or desirable and to settle any question, difficulty, doubt that may arise in respect of the matter aforesaid and further to do all acts, deeds matters and things along with filing of

necessary E- form with the Registrar of Companies and to intimate the Stock Exchange as may be necessary, proper or desirable or expedient to give effect to the above resolution.”

Date: 27.02.2025 By order of the Board Place: New Delhi For Maan Aluminium Limited

Ravinder Nath Jain (DIN:00801000) Chairman and Managing Director

NOTES:-

1. A Statement pursuant to Section 102(1) of the Act read with the Rules, setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is attached herewith.

2. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, February 21, 2025 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company/RTA/Depositories. As per the MCA Circulars, physical copy of the Notice, Postal Ballot Form and pre-paid business reply envelope are not being sent to the members for this Postal Ballot.

3. This Postal Ballot Notice will also be available on the Company’s website at www.maanaluminium.in, 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 the Registrar and Share Transfer Agent (“RTA”), MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (“MIIPL”) at https://instameet.in.mpms.mufg.com

4. In compliance with the provisions of Sections 108 and 110 of the Act and Rules made thereunder, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), MCA Circulars and SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in relation to e-voting Facility provided by Listed Entities, SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services of MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (“MIIPL”) to provide remote e-voting facility to its members. The instructions for e-voting are provided as part of this Postal Ballot Notice which the members are requested to read carefully before casting their vote.

5. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on Cut-off date.

6. Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members / List of Beneficial Owners as on the Cut Off Date will only be considered eligible for the purpose of e-voting. A person who becomes a member after the Cut-Off Date should treat this notice for information purpose only.

7. The remote e-voting period commences from Saturday, 01[st] March, 2025 at 09.00 A.M. IST and ends on Sunday, 30[th] March, 2025 at 05.00 P.M. IST. The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (“MIIPL”) upon expiry of the aforesaid period. Once the vote on the resolution is cast by the Member, he/she shall not be allowed to change it subsequently.

8. Institutional / Corporate Members shall be entitled to vote through their authorized representatives. Institutional / Corporate Members are requested to send a proof of authorisation (Board Resolution/ Power of Attorney/Authority Letter etc.) in favour of their authorized representatives by sending an email to the Company at secretrial@maanaluminium. in not later than 5.00 p.m. on Sunday, 30[th] March, 2025. Also, a scanned copy of the proof

of authorisation, should be uploaded in PDF format in the MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (“MIIPL”) e-Voting system for the scrutinizer to verify the same.

1. The Resolution, if passed by requisite majority, will be deemed to have been passed on the last date of e-voting i.e. Sunday, 30[th] March, 2025.

2. The documents referred to in this Postal Ballot Notice and the Explanatory Statement will be available for inspection electronically until last date of remote e-voting. Members seeking to inspect the same can send an email from their registered email, to the Company at www.maanaluminium.com.

3. The Scrutinizer will submit his report to the Chairperson of the Board Meeting or any person authorized by the Chairperson of the Board Meeting after completion of the scrutiny after 5.00 P.M. (IST) on Sunday, 30th March, 2025, and the results of the voting by postal ballot will be declared within two working days from last date of voting i.e. Tuesday, April 1, 2025 and displayed at the Registered Office of the Company at 4/5, First Floor, Asaf Ali Road, New Delhi, 110002 by placing it along with the Scrutinizer’s report on its notice board, Company’s website, www.maanaluminium.com and on the website of the RTA, MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (“MIIPL”) i.e. www.linkintime.co.in and shall also be communicated to the Stock Exchanges where the Company’s equity shares are listed.

INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, 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 correctly in their demat accounts to access e Voting facility. Login method for Individual shareholders holding securities in demat mode is given below:

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - Individual Shareholders registered with NSDL IDeAS facility

Shareholders who have registered for NSDL IDeAS facility:

• a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.

• b) Enter User ID and Password. Click on “Login”

• c) 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.

• d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

OR

Shareholders who have not registered for NSDL IDeAS facility:

• a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• b) Proceed with updating the required fields.

• c) Post successful registration, user will be provided with Login ID and password.

• d) After successful login, you will be able to see e-Voting services under Value added services. Click on “Access to e- Voting” under e-Voting services.

• e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of NSDL

• a) Visit URL: https://www.evoting.nsdl.com

• b) Click on the “Login” tab available under ‘Shareholder/Member’ section.

• c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

• a) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e- Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

• b) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL

METHOD 1 – Individual Shareholders registered with CDSL Easi/ Easiest facility

Shareholders who have registered/ opted for CDSL Easi/ Easiest facility:

• a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.

• b) Click on New System Myeasi Tab

• c) Login with existing my easi username and password

• d) After successful login, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime, for voting during the remote e-voting period.

• e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

OR

Shareholders who have not registered for CDSL Easi/ Easiest facility:

• a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration

• b) Proceed with updating the required fields.

• c) Post registration, user will be provided username and password.

• d) After successful login, user able to see e-voting menu.

• e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of CDSL

a) Visit URL: https://www.cdslindia.com

• b) Go to e-voting tab.

• c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.

• d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account e) After successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

• a) Login to DP website

• b) After Successful login, user shall navigate through “e-voting” option.

• c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.

• d) After successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode /

Non-Individual Shareholders holding securities in demat mode

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for InstaVote as under:

• a) Visit URL: https://instavote.linkintime.co.in

Shareholders who have not registered for INSTAVOTE facility:

• b) Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details:

A. User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID. CDSL demat account – User ID is 16 Digit Beneficiary ID.

• Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

• B. PAN:

Enter your 10-digit Permanent Account Number (PAN)

(Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI:

Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number:

Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

* Shareholders holding shares in_ _NSDL form** , shall provide ‘D’ above

** Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

• Set the password of your choice

(The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

• Enter Image Verification (CAPTCHA) Code

• Click “Submit” (You have now registered on InstaVote).

Shareholders who have registered for INSTAVOTE facility:

• c) Click on “Login” under ‘SHARE HOLDER’ tab.

• A. User ID: Enter your User ID

• B. Password: Enter your Password

• C. Enter Image Verification (CAPTCHA) Code

• D. Click “Submit”

d) Cast your vote electronically:

• A. After successful login, you will be able to see the “Notification for e-voting”.

• B. Select ‘View’ icon.

• C. E-voting page will appear.

• D. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

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

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

• a) Visit URL: https://instavote.linkintime.co.in

• b) Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”

• c) Fill up your entity details and submit the form.

• d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to insta.vote@linkintime.co.in.

• e) Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

• a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

• b) Click on “Investor Mapping” tab under the Menu Section

• c) Map the Investor with the following details:

• A. ‘Investor ID’ –

• i. NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

• ii. CDSL demat account – User ID is 16 Digit Beneficiary ID.

• B. ‘Investor’s Name - Enter Investor’s Name as updated with DP.

• C. ‘Investor PAN’ - Enter your 10-digit PAN.

• D. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

*File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID . Further, Custodians and Mutual Funds shall also upload specimen signatures.

• E. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

• a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

• b) Click on “Votes Entry” tab under the Menu section.

• c) Enter the “Event No.” for which you want to cast vote. Event No. can be viewed on the home page of InstaVote under “On-going Events”.

• d) Enter “16-digit Demat Account No.” for which you want to cast vote.

• e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

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

OR

METHOD 2 - VOTES UPLOAD

• a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

• b) After successful login, you will be able to see the “Notification for e-voting”.

• c) Select “View” icon for “Company’s Name / Event number”.

• d) E-voting page will appear.

• e) Download sample vote file from “Download Sample Vote File” tab.

• f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under

• “Upload Vote File” option.

• g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at enotices@in.mpms.mufg.com or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk 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 Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at : 022 - 4886 7000 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

Forgot Password:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

• Click on “Login” under ‘SHARE HOLDER’ tab.

• Click “forgot password?”

• Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).

• Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID. CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

• Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab

• Click “forgot password?”

• Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).

• Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

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

• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

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

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT,2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

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The following statement sets out all material facts relating to the special business mentioned in this Notice:

To re-appoint Mr. Ravinder Nath Jain (DIN: 00801000) as Chairman and Managing Director of the company and fix his remuneration.

Mr. Ravinder Nath Jain is a Promoter Director and is actively associated with the development of the Company from its inception. He was appointed as Managing Director w.e.f. 27.12.2014 and still continues as Managing Director of the Company.

The present term of appointment of Mr. Ravinder Nath Jain as a Managing Director of the Company expire on 31.03.2025. Taking into consideration his rich experience and contribution to the Company, and pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, subject to the approval of the members at the ensuing AGM, had passed a resolution on 27[th] February, 2025, approving the re-appointment of Mr. Ravinder Nath Jain as Managing Director of the Company for a further period of 03 years on remuneration as set forth.

The terms and conditions of the appointment of Mr. Ravinder Nath Jain including the aforesaid documents, shall be electronically available for inspection by the Members, without payment of any fees.

The draft agreement to be entered into with Mr. Ravinder Nath Jain for reappointment as Managing Director is available for inspection of members at the Registered office of the Company on all working days between 11.00 AM to 01.00 PM up to the last date for e-voting. He is not disqualified from being re-appointed as director in terms of Section 164 of the Act. Board is of opinion that his re-appointment is properly justified, considering his contribution in the growth of the Company as explained above.

Considering the role and the important contribution made by Mr. Ravinder Nath Jain in varied capacities for the growth of the Company, the Board of Directors unanimously approved the above remuneration as detailed in the resolution.

The terms of reference contained in the resolution may also be treated as an abstract / compliance under section 190 of the Companies Act 2013.

Save and except Mr. Ravinder Nath Jain and his relatives, to the extent of their shareholding interest, if any, in the Company, Mr. Ashish Jain, Son in law and Ms. Priti Jain & Mrs. Dipti Jain Daughter are interested and none of the other Directors/Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out of the Notice.

The details of Mr. Ravinder Nath Jain as required to be given pursuant to the Regulation 36(3) of SEBI (LODR) Regulations, 2015 and SS-2, issued by the ICSI are provided in the “Annexure-A” which forms part of this Notice.

The particulars required to be disclosed in the explanatory statement in accordance with provisions of Section II of Part II of Schedule V of the Companies Act, 2013, are enclosed in a separate statement as per “Annexure-B” which forms part of this Notice.

The Board of Directors accordingly recommends the resolution as set out in the Notice for your approval.

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Annexure –A

Details of Director Seeking Appointment or Re- Appointment as required under Regulation 36(3) of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 through Postal Ballot by e-voting process.

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----- Start of picture text -----

Name of Director Ravinder Nath Jain
Director Identification No. 00801000
Date of Birth 31.01.1959
Age 66 years
Date of first Appointment 24.12.2009
Terms & conditions of re-appointment Pursuant to the provisions of section 196 of the
Companies Act, 2013 and as per the Company’s Articles
of Association.
Qualification Graduate
Experience / Expertise in functional field and He is a seasoned management professional with over
brief resume three decades of experience in the aluminium industry,
covering areas such as sales, marketing, operations, and
finance. Throughout his career, he has held various
roles, including planning and execution, finance and
accounts, marketing, team building, and client relations.
No. of Shares held in the Company 2,10,16,832 (as on 31.12.2024)
No. of Board Meetings attended during the Six
Financial year 2023-24
Details of remuneration last drawn He has been paid Rs. 100.16 lacs in F.Y. 2023-2024. (after
TDS)
Details of remuneration sought to be paid Remuneration to be paid as per details mentioned in the
Notice.
Other Directorships NIL
Chairpersonship / Membership of None
Committees of other Companies
Relationship with other Directors, Manager and Father of Mrs. Priti Jain, Director of the company and
Key Managerial Personnel of the Company father-in-law of Mr. Ashish Jain, Director of the
company
Listed entities from which the Director has None
resigned in the past three years
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Annexure –B

Disclosure in terms of requirements of Section II of Part II of Schedule V to the Companies Act, 2013 is given below:

I. General Information

(1) Nature of industry: The Company is engaged in the Trading of Aluminium Ingot/Billets/ Rods and Manufacturing of Aluminium Alloy extruded products including Rods and Bars.

(2) Date or expected date of commercial production:

M/s Maan Aluminium was originally incorporated on July 08, 2003 and the commercial production commenced simultaneously.

(3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not Applicable

(4) Financial performance based on given indicators:

The financial performance of the Company in last three years is as under:

PARTICULARS	Financial Year 2021-22	Financial Year 2022-23	Financial Year 2023-24
Total Income	57,754.31	81,901.10	96,076.25
Net Profit / Loss Before Tax(PBT)	2,974.97	6,703.28	4,397.27
Total Comprehensive Income for theyear	2,166.61	4,995.83	3,280.99

(5) Foreign investments or collaborations, if any: Nil

(II) Information about the appointee:

(1) Back ground details:

Mr. Ravinder Nath Jain is a Promoter Director and is actively associated with the development of the Company from its inception. He has experience of more than 3

decades in the field of Aluminium with various capacities such as planning & execution, finance & accounts, marketing, team building, interacting with clients etc.

(2) Past remuneration:

Mr. Ravinder Nath Jain was drawing a remuneration of Rs. 98.00 Lakhs per annum in the previous financial year.

(3) Recognition or awards:

During his tenure as the Managing Director, the company had bagged many prestigious awards like

• "Fastest growing company Award 2017" in MSME sector by MTLEXS

• “Niryat Shree” Bronze Trophy under MSME Category from Federation of Indian Export Organization (Government Of India) From President of India

• “Quality Mark Award-2015” for having best quality amongst manufacturers.

• “Certificate of Excellence in Recognition of Exemplary growth” by Inc. India 500.

• “Top Exporter of Madhya Pradesh – MSME Category ” by Federation Of Indian Export Organization

• (FIEO) for the year 2012-13.

• “Award of Excellence in Corporate World” from University of Engineering & Management & WEBCON, Govt. of West Bengal, Kolkata.

• “ Three Star Export House Status ” in accordance with the provisions of the Foreign Trade Policy.

• Bharat Shiromani award 2019 by Lord Swraj Paul. 13

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• Award of CEO with HR orientation from Asia Pacific HRM Congress on 17[th] Sept. 2019

(4) Job profile and his suitability:

Mr. Ravinder Nath Jain is a dedicated and committed personality with rich experience of more than three decades in aluminium sectors. During his tenure as the Managing director, he made significant contributions to the company.

Keeping in view that Mr. Ravinder Nath Jain has rich and varied experience in the Industry and has been involved in the operations of the Company over a long period of time it would be in the interest of the Company, the resolution is commended for your approval.

(5) Remuneration proposed:

The Board particular of remuneration has narrated above.

(6) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be w.r.t. the country of his origin):

The proposed remuneration of Mr. Ravinder Nath Jain is in line with the remuneration being paid to Managing Director in the relevant industry.

Considering the background, competence and experience of Mr. Ravinder Nath Jain the proposed remuneration as set out in the resolution is considered to be fair, just and reasonable.

(7) Pecuniary relationship directly or indirectly with the company or relationship with the managerial personnel or other director, if any.

Besides the proposed remuneration, Mr. Ravinder Nath Jain is father of Mrs. Priti Jain, Whole Time Executive Director of the Company and father in law of Mr. Ashish Jain, Whole Time Executive Director of the Company.

As on 31.12.2024 Mr. Ravinder Nath Jain holds 2,10,16,832 equity shares constituting 38.85% of total equity share capital of the Company. He does not have any directorship or membership of committee of the Board in any other listed Company.

III. Other information:

1. Reasons for loss or inadequate profits:

Due to the delay to finalize the orders and realization of the payments, there is inadequate profits in financial years.

2. Steps taken or proposed to be taken for improvement:

The operations of the company are being scaled up to increase to revenues. The Board recognizes the evolving market dynamics and the necessity for continuous innovation and adaptability to secure sustainable long-term growth. Moving forward, the Company will implement robust risk management and product mix strategies and capitalize on emerging opportunities to enhance profitability and shareholder value.

3. Expected increase in productivity and profits in measurable terms

We expect a substantial increase in approval and implementation of various orders leading to good improvement in operating margins. However, it is extremely difficult in the present scenario to predict profits in measurable terms.

Date: 27.02.2025 Place: New Delhi

By order of the Board For Maan Aluminium Limited

Ravinder Nath Jain (DIN:00801000) Chairman and Managing Director

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