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Mahalaxmi Rubtech Ltd. — Proxy Solicitation & Information Statement 2026
Apr 16, 2026
60266_rns_2026-04-16_5a4682ff-8056-450a-9f0d-fd13228eb4fb.pdf
Proxy Solicitation & Information Statement
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KARAN
PARIKH
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Digitally signed by KARAN PARIKH Date: 2026.04.16 19:02:28 +05'30'
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MAHALAXMI RUBTECH LIMITED
CIN: L25190GJ1991PLC016327
Registered Office: “Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad – 380 015.
Website: www.mrtglobal.com; Tel No.: 079 – 4000 8000; E-mail: [email protected]
NOTICE OF POSTAL BALLOT
[Pursuant to Section 108, 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015]
Dear Members,
NOTICE is hereby given that pursuant to the provisions of Sections 108, 110 and all other applicable provisions, if any, of the Companies Act, 2013 (the “ Act ”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, and in compliance with the applicable guidelines / circulars / rules issued by the Ministry of Corporate Affairs (“ MCA ”) inter alia including General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 including 03/2025 dated September 22, 2025, issued by MCA, read with other relevant circulars, (collectively referred to as the “ MCA Circulars ”) issued from time to time, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “ Listing Regulations ”), Secretarial Standard on General Meetings (“ SS-2 ”) issued by the Institute of Company Secretaries of India, and other applicable laws and regulations, if any, including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, for the time being in force, the following special business is proposed to be passed by the Members of Mahalaxmi Rubtech Limited (the “ Company ”) by way of Postal Ballot through voting by electronic means (“ remote e-voting ”) only.
The remote e-voting facility will be available during the following period:
| Commencement of remote e-voting period | Tuesday, April 21, 2026 at 9.00 A.M.(IST) |
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| Conclusion of remote e-voting period | Wednesday, May 20, 2026 at 5.00 P.M.(IST) |
| Cut-offdate for eligibility to vote | Friday, April 17, 2026 |
The remote e-voting facility will be disabled immediately after 5:00 P.M. IST on Wednesday, May 20, 2026, and will be disallowed thereafter.
The Members are hereby requested to consider the following proposed resolutions along with explanatory statements concerning each item, as annexed to this Postal Ballot Notice and thereafter record their assent or dissent by means of remote e-voting. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on Wednesday, May 20, 2026 i.e. the last date specified for the remote e-voting.
SPECIAL BUSINESS:
Item No. 1: Re-appointment of Mr. Balveermal Kewalmal Singhvi (DIN: 05321014) as a Non-Executive Independent Director of the Company
To consider and if thought fit, to pass, with or without modification(s) the following Resolution as a Special Resolution :
“ RESOLVED THAT pursuant to Sections 149, 150 and 152 read with Schedule IV and such other applicable provisions of the Companies Act, 2013 (“ Act ”), the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulations 17 and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any amendments, modifications, variations or re-enactments thereof and the Articles of Association of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company, approval of the Members be and is hereby accorded for the re-appointment of Mr. Balveermal Kewalmal Singhvi (DIN: 05321014) as a NonExecutive Independent Director, in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature as an Independent Director of the Company and who has submitted a declaration that he meets the criteria for independence as provided under Section 149(6) of the Act, to hold office for a period of 5 (Five) years with effect from April 1, 2026 up to March 31, 2031 (both days inclusive), not liable to retire by rotation.
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RESOLVED FURTHER THAT the Company be and is hereby authorized to do all such acts, deeds, matters and things and to execute any agreements, documents, instruments and writings as may be required, with power to settle all questions, difficulties or doubts that may arise in regard to the said re-appointment as it may deem fit and necessary and to delegate all or any of its powers conferred herein to any director(s) and / or officer(s) of the Company to give effect to this resolution.”
Item No. 2: Continuation of Directorship of Mr. Balveermal Kewalmal Singhvi (DIN: 05321014) as a NonExecutive Independent Director beyond the age of 75 years in his current tenure.
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 Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, and other applicable provisions, if any, consent of the Members of the Company be and is hereby accorded for continuation of directorship of Mr. Balveermal Kewalmal Singhvi (DIN: 05321014) as a Non-Executive Independent Director of the Company, notwithstanding that he has attained the age of 75 (seventy-five) years, with effect from April 1, 2026, up to March 31, 2031, not liable to retire by rotation. The aforesaid continuation shall be on the same terms and conditions, including remuneration, as may be applicable from time to time.
RESOLVED FURTHER THAT any Director of the Company and Company Secretary be and are hereby severally authorized to do all such acts, deeds, matters and things and take all such steps as may be necessary, proper, expedient or desirable for the purpose of giving effect to this Resolution and for matters connected therewith or incidental thereto."
Item No. 3: Regularisation of Mrs. Renukaben Patel (DIN: 10317345) as Non-Executive Independent Director of the Company
To consider, and if thought fit, to pass, with or without modification(s) the following Resolution as an Special Resolution :
“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160 read with Schedule IV and all 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 modification(s) or re-enactment(s) or amendment(s) thereof for the time being in force), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), as amended from time to time and the Articles of Association of the Company and pursuant to the recommendations of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company, Mrs. Renukaben Hardikkumar Patel (DIN: 10317345), who was appointed as an Additional Director (Independent) with effect from April 1, 2026 to hold office up to the date of ensuing Annual General Meeting and in respect of whom the Company has received a notice under Section 160 of the Companies Act, 2013 and who has submitted a declaration that she meets the criteria for independence as provided under Section 149(6) of the Act, be and is hereby appointed as Independent Director of the Company, not liable to retire by rotation, for a period of 1 (one) year with effect from April 1, 2026.
RESOLVED FURTHER THAT any Director and/or Key Managerial Personnel of the Company be and is hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for giving effect to this resolution, matters incidental thereto and/or otherwise considered by them to be in the best interest of the Company, inter-alia, filings of required forms/documents with the Ministry of Corporate Affairs and Stock Exchange and/or other authorities as may be required to give effect to this resolution.”
Date: April 16, 2026 Place: Ahmedabad
Registered Office:
“Mahalaxmi House”, YSL Avenue, Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad – 380 015, Gujarat.
BY ORDER OF THE BOARD OF DIRECTORS FOR, MAHALAXMI RUBTECH LIMITED Sd/KARAN PARIKH COMPANY SECRETARY ICSI MEMBERSHIP NO.: A77833
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NOTES:
1. The Explanatory Statements pursuant to Section 102 and 110 of the Act pertaining to the said resolutions setting out the material facts concerning the same and the reasons thereof are annexed hereto for your consideration which forms part of this Postal Ballot notice (“the Notice” or “the Postal Ballot Notice”). The Notice is also available on the website of the Company at www.mrtglobal.com and on the websites of the Stock Exchanges i.e. BSE Limited (‘BSE’) at www.bseindia.com and National Stock Exchange of India Limited (‘NSE’) at www.nseindia.com respectively and on the website of the Company’s RTA - MUFG at https://instavote.linkintime.co.in.
2. In compliance with the MCA Circulars, the Postal Ballot Notice along with the instructions regarding remote e-Voting shall be sent by electronic mode only to those Members whose names appear in the Register of Members/ list of Beneficial Owners, maintained by the Company/ RTA/ Depositories/ Depository Participants (“DPs”) as at close of business hours on Friday, April 17, 2026 (‘Cut-off date’), and whose email IDs are registered with the Company / RTA/ Depositories/ DPs and 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’) and Company’s RTA, i.e. MUFG Intime India Private Limited (‘MUFG’) as on Cut-off date.
3. Members cannot exercise their votes through proxy on Postal Ballot. Members are requested to exercise their voting rights through remote e-voting only. No other means are permitted. Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently or cast the vote again.
4. Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-off Date shall be eligible to cast their votes through postal ballot. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date. It is however, clarified that all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail address with the Company / RTA / Depositories) shall be entitled to vote in relation to aforementioned Resolutions in accordance with the process specified in this Notice.
5. In compliance with provisions of Section 108 and Section 110 and other applicable provisions, if any, of the Act, as amended read together with Rule 20 and 22 of Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (‘SEBI Listing Regulations’), SS-2 and MCA Circulars, the Company is pleased to offer remote e-voting facility to all the Members of the Company. For this purpose, the Company has engaged MUFG to facilitate e-voting to enable the members to cast their votes through remote e-voting.
6. The Postal Ballot Notice shall be uploaded on the website of the Company at i.e. www.mrtglobal.com, the website of RTA i.e. https://instavote.linkintime.co.in and on the websites of the Stock exchanges i.e. BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. Members who have not received the Notice may download the same from the aforesaid websites.
7. The remote e-voting period commences on Tuesday, April 21, 2026 at 9:00 a.m. IST and ends on Wednesday, May 20, 2026 at 5:00 p.m. IST. The remote e-voting module shall be disabled for voting thereafter by RTA. During this period, the members of the Company holding shares in physical or electronic form, as on Cut-Off Date may cast their vote by electronic means in the manner and the process mentioned in this Notice. Once the vote on a resolution(s) is cast by the member, the members shall not be allowed to change it subsequently.
8. Documents referred to in the Notice/ Explanatory Statement shall be made available for electronic inspection without any fee to the members from the date of circulation of this Notice upto the date of closure of remote e-voting i.e. Wednesday, May 20, 2026 at 5:00 p.m. IST. Members who wish to inspect such documents are requested to send an email to [email protected] mentioning their name, folio no./client ID and DP ID and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the email.
9. The Board of Directors (‘Board’) of the Company at its meeting held on Thursday, April 16, 2026 has appointed M/s. Malay Desai and associates, Practicing Company Secretary (FCS A48838 and CP No: 26051), to act as a Scrutinizer for conducting the Postal ballot through remote e-voting process in a fair and transparent manner, who has communicated his willingness to be appointed and will be available for the said purpose .
10. The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman of the Company or any person authorized by him within 2 working days from the end of the remote e-voting period. The
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Scrutinizer's decision on the validity of the Votes cast shall be final. The result of the Postal Ballot will be announced by the Chairman of the Company, or any other person authorised by him not later than 2 working days from the conclusion of remote e-voting.
11. The result of Postal Ballot along with the Scrutinizer’s Report will also be placed on the Company’s Website at www.mrtglobal.com and on the MUFG’s website at https://instavote.linkintime.co.in and shall be communicated to the stock exchanges where the Company’s shares are listed.
12. Resolutions passed by the members through Postal Ballot are deemed to have been passed as if the same have been passed at general meeting of the members convened in that behalf. The resolutions, if approved by the requisite majority by means of Postal Ballot, shall be deemed to have been passed on the last date of remote e-voting i.e. Wednesday, May 20, 2026.
13. Members who have not registered their e-mail address are requested to register / update their email address, in respect of electronic holdings with the Depository through the concerned DPs and in respect of physical holdings with the Company’s RTA i.e. MUFG by clicking the link on their website https://in.mpms.mufg.com/ at the ‘ Investor Services ’ tab, choose the ‘ Email Registration’ heading and follow the registration process as guided therein. Members are requested to provide details such as name, folio no./ DP ID & Client ID (16-digit DP ID & Client ID or 16-digit beneficiary ID), PAN, mobile number, e-mail id etc. In case of any query, a member may send an e-mail to MUFG Intime India Private Limited at [email protected] contact on: Tel: 022 – 4918 6000.
14. The instructions and other information relating to remote e-voting are as under:
In terms of SEBI Circular No. SEBI/ HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, in relation to e-Voting facility to be provided by listed entities, the Members are provided with the facility to cast their vote electronically, through the e-voting services provided by MUFG, on the resolutions set forth in this Notice.
Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access remote e-Voting facility.
15. The aforesaid notes form an integral part of this Postal Ballot Notice and should be read in conjunction with, and not independently of, the Notice.
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Procedure for Remote e-voting and Instructions for Shareholders:
In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, 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 remote e-Voting facility.
Login method for Individual shareholders holding securities in demat mode:
Individual Shareholders holding securities in demat mode with NSDL
METHOD 1 - NSDL OTP based login
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a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp
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b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP.
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c) Enter the OTP received on your registered email ID/ mobile number and click on login.
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d) 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.
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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 - NSDL IDeAS facility
Shareholders registered for IDeAS facility :
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a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “IDeAS Login Section”.
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b) Enter IDeAS User ID, Password, Verification code & click on “Log-in”.
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c) Post successful authentication, you will be able to see e-Voting services under Value added services section. Click on “Access to e-Voting” under e-Voting services.
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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.
Shareholders not registered for IDeAS facility:
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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
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b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on “Submit”.
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c) Enter the last 4 digits of your bank account / generate ‘OTP’
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d) Post successful registration, user will be provided with Login ID and password.
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e) Follow steps given above in points (a-d).
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METHOD 3 - NSDL e-voting website
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a) Visit URL: https://www.evoting.nsdl.com
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b) Click on the “Login” tab available under ‘Shareholder/Member’ section. c) Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen & click on “Login”.
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d) 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.
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e) Click on “MUFG InTime” or “e-voting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.
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Individual Shareholders holding securities in demat mode with CDSL
METHOD 1 - CDSL e-voting page
a) Visit URL: https://www.cdslindia.com.
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b) Go to e-voting tab.
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c) Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on “Submit”.
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d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
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e) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. 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 - CDSL Easi/ Easiest facility:
Shareholders registered for Easi/ Easiest facility:
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a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or Visit URL: www.cdslindia.com, click on “Login” and select “My Easi New (Token)”.
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b) Enter existing username, Password & click on “Login”.
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c) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. 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.
Shareholders not registered for Easi/ Easiest facility:
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a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Home/EasiRegistration / https://web.cdslindia.com/myeasitoken/Home/EasiestRegistration.
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b) Proceed with updating the required fields for registration.
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c) Post successful registration, user will be provided username and password on the registered email id. Follow steps given above in points (a-c).
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.
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a) Login to DP website
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b) After Successful login, user shall navigate through “e-voting” option.
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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.
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d) Post 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 and vote on InstaVote as under:
STEP 1: LOGIN / SIGNUP on InstaVote
Shareholders registered for INSTAVOTE facility:
a) Visit URL: https://instavote.linkintime.co.in & click on “Login” under ‘SHARE HOLDER’ tab.
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b) Enter details as under:
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User ID: Enter User ID
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Password: Enter existing Password
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Enter Image Verification (CAPTCHA) Code
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Click “Submit”. (Home page of e-voting will open.
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Follow the process given under "Steps to cast vote for Resolutions”)
Shareholders not registered for INSTAVOTE facility:
- a) Visit URL: https://instavote.linkintime.co.in & click on “Sign Up” under ‘SHARE HOLDER’ tab & register with details as under:
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User ID: Enter User ID
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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.
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DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company - in DD/MM/YYYY format)
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Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.
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Shareholders, holding shares in NSDL form , shall provide ‘point 4’ above.
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Shareholders, holding shares in CDSL form , shall provide ‘point 3’ or ‘point 4’ above.
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Shareholders, holding shares in physical form but have not recorded ‘point 3’ and ‘point 4’, shall provide their Folio number in ‘point 4’ above
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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).
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Enter Image Verification (CAPTCHA) Code.
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Click “Submit” (You have now registered on InstaVote). Post successful registration, click on “Login” under ‘SHARE HOLDER’ tab & follow steps given above in points (a-b).
STEP 2: Steps to cast vote for Resolutions through InstaVote
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A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the “Notification for e-voting”.
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B. Select ‘View’ icon. E-voting page will appear.
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C. 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).
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D. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
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E. 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.
NOTE: Shareholders may click on “Vote as per Proxy Advisor’s Recommendation” option and view proxy advisor recommendations for each resolution before casting vote. “Vote as per Proxy Advisor’s Recommendation” option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.
Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.
Non-Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutinizer at registered email address with a copy marked to RTA at [email protected] and the company at registered email address.
Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)
STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration
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A. Visit URL: https://instavote.linkintime.co.in
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B. Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”
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C. Fill up your entity details and submit the form.
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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 [email protected].
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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
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A. Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials. B. Click on “Investor Mapping” tab under the Menu section
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C. Map the Investor with the following details:
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1) ‘Investor ID’ – Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.
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2) ‘Investor’s Name - Enter Investor’s Name as updated with DP.
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3) ‘Investor PAN’ - Enter your 10-digit PAN.
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4) ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.
NOTE: 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.
- D. 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 – Steps to cast vote for Resolutions through InstaVote
The corporate shareholder can vote by two methods, during the remote e-voting period.
METHOD 1 - VOTES ENTRY
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a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
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b) Click on “Votes Entry” tab under the Menu section.
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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”.
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d) Enter “16-digit Demat Account No.”.
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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). After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
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f) 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.
(Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).
METHOD 2 - VOTES UPLOAD
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a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
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b) After successful login, you will see “Notification for e-voting”.
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c) Select “View” icon for “Company’s Name / Event number”.
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d) E-voting page will appear.
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e) Download sample vote file from “Download Sample Vote File” tab.
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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.
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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).
NOTE: Non-Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutinizer at registered email address with a copy marked to RTA at [email protected] and the company at registered email address.
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 [email protected] 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.
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Login type Helpdesk details Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk securities in demat mode with NSDL by sending request at [email protected] or call at: 022 - 4886 7000 Members facing any technical issue in login can contact CDSL helpdesk Individual Shareholders holding by sending request at [email protected] or contact at securities in demat mode with CDSL toll free no. 1800 22 55 33
Forgot Password:
Individual Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:
Individual 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
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Click on “Login” under ‘SHARE HOLDER’ tab.
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Further Click on “forgot password?”
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Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).
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▪ Click on “SUBMIT”.
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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
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Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab
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Further Click on “forgot password?”
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Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
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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.
General Instructions - Shareholders
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❖ It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
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❖ For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
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❖ During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.
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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
ITEM NO 1 & 2:
The Members of the Company had approved the appointment of Mr. Balveermal Kewalmal Singhvi (DIN: 05321014) as Independent Director on the Board of the Company to hold office for a period of five (5) years commencing April 1, 2021, to March 31, 2026.
Mr. Balveermal Kewalmal Singhvi has around 40 years of rich experience in Loans, Accounting, Auditing and Banking related matters and has consistently helped broadening the horizon of Board deliberations. His longstanding engagement in the Accounting, Auditing and Banking Industry, has substantially strengthened the Company’s approach to responsible business. Together, these experiences enable him to provide insights that are strategic, socially attuned, and grounded in cross sector understanding, strengthening the quality and diversity of discussions in the boardroom. Further, considering the outcome of the evaluation of his performance over the past 5 (five) years, the skills, experience and knowledge that Mr. Balveermal Kewalmal Singhvi brings to the Board, his continued valuable contribution to the boardroom deliberations and also considering his eligibility to be an independent director, the Nomination and Remuneration Committee at its meeting held on April 1, 2026 recommended the re-appointment of Mr. Balveermal Kewalmal Singhvi as an Independent Director of the Company to hold office for a further period of 5 (five) years from April 1, 2026 to March 31, 2031 (both days inclusive).
The Board of Directors of the Company, based on recommendation of the Nomination and Remuneration Committee of Directors, at its meeting held on April 1, 2026 approved the re-appointment of Mr. Balveermal Kewalmal Singhvi as an Independent Director of the Company to hold office for a further period of 5 (five) years from April 1, 2026 to March 31, 2031 (both days inclusive), subject to the approval of the Members of the Company.
Whilst considering the re-appointment of Mr. Balveermal Kewalmal Singhvi, the Nomination and Remuneration Committee and the Board reviewed and confirmed that:
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The Company has received a declaration from Mr. Balveermal Kewalmal Singhvi to the effect that he continues to fulfil the criteria for independence stipulated under Section 149(6) of the Act and Regulation 16 of the Listing Regulations.
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He is not disqualified from being appointed as a Director of the Company, in terms of Section 164 of the Act and has given his consent to act as an independent director of the Company.
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He is not debarred from holding the office of Director by virtue of any order of Securities and Exchange Board of India or any other such authority.
Based on the above declarations and in the opinion of the Nomination and Remuneration Committee as well as the Board of Directors, Mr. Balveermal Kewalmal Singhvi is independent of the management of the Company and fulfils the conditions specified in the Act, the rules made thereunder, and the Listing Regulations, for re-appointment as an Independent Director of the Company.
It is pertinent to note that, while Section 149 of the Act allows independent directors to be appointed for 2 (two) consecutive terms of maximum 5 (five) years each. Further, Regulation 17(1C) of the Listing Regulations requires a listed entity to ensure that approval of shareholders for appointment or re-appointment of a Director is taken at the next general meeting or within a time period of 3 (three) months from the date of appointment or reappointment, whichever is earlier. Accordingly, the Company has sought approval from its Members for reappointment of Mr. Balveermal Kewalmal Singhvi as an Independent Director on the Board of the Company to hold office for a period of 5 (five) years from April 1, 2026 to March 31, 2031 (both days inclusive).
The Securities and Exchange Board of India ("SEBI") has vide its Notification No. SEBI/LAD-NRO/GN/2018/10 dated 9th May, 2018 issued the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 ("the Amendment Regulations") which brought amendments in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") to be effective from 1st April, 2019, save as otherwise specifically provided for in the Amendment Regulations. Regulation 17(1A) of the Listing Regulations, which has been inserted by the Amendment Regulations, requires the Listed Entities to obtain approval of Shareholders by way of Special Resolution to appoint or continue the directorship of Non-Executive Directors who have attained the age of 75 years. Regulation 17(1A) will become effective from 1st April, 2019.
Mr. Balveermal Singhvi attained the age of 75 years on April 15, 2023. In accordance with the applicable provisions, approval of the Members is required for continuation of his directorship beyond the age of 75 years. Accordingly,
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the consent of the Members is being sought, by way of special resolution, for continuation of his directorship up to the expiry of his second term, i.e., March 31, 2031. Members are requested to note that the Company has received a notice in writing in terms of the provisions of Section 160 of the Act proposing the candidature of Mr. Balveermal Singhvi, as an Independent Director on the Board of Directors of the Company
Considering the vast knowledge, acumen, expertise and performance of Mr. Balveermal Singhvi and significant contributions made, the Board of Directors is of the opinion that his continued association would be of immense benefit to the Company.
Further, in the opinion of the Board Mr. Balveermal Singhvi satisfies the condition for being re-appointed as an Independent Director of the Company as specified in the Act and Rules made thereunder and the Listing Regulations and is independent of the management. Further, Mr. Balveermal Singhvi is not related to any of the Directors of the Company.
On the the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company on April 1, 2026, subject to the approval of the Shareholders, have considered and approved the continuation of tenure of Mr. Balveermal Kewalmal Singhvi (DIN: 05321014), as a Non-Executive Independent Director of the Company beyond the age of 75 years for term commencing from April 1, 2026 till March 31, 2031.
The Company has received the following documents from Mr. Balveermal Kewalmal Singhvi:
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(i) Intimation in Form DIR-8 pursuant to Rule 14 of the Companies (Appointment & Qualification of Directors) Rules, 2014 to the effect that he is not disqualified in accordance with sub-section (2) of Section 164 of the Companies Act, 2013;
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(ii) A declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, NSE Circular No.: NSE/CML/2018/24 dated June 20, 2018 that he has not been debarred from holding office of a Director by virtue of any Order passed by Securities and Exchange Board of India or any other such authority; and
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(iii) A declaration that he meets the criteria of independence as provided in Section 149 of the Companies Act, 2013 and the SEBI Listing Regulations.
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(iv) Disclosure of interest is received in Form MBP-1 as per Section 184 of the Companies Act.
Brief profile of Mr. Balveermal Kewalmal Singhvi in terms of the Listing Regulations and the Secretarial Standard on the General Meetings (“SS-2”) has been provided in this Explanatory Statement as under:
| Name | Balveermal Kewalmal Singhvi |
|---|---|
| Director Identification Number(DIN) | 05321014 |
| Age | 77 Years |
| Nationality | Indian |
| Qualifications | Diploma in Cost and Works Accountancy and Bachelor of Commerce. |
| Experience / Brief Profile | Mr. Singhvi is a retired Banker (as Asst. General Manager) having around 40 years of rich experience in Loans, Accounting, Auditing and Banking related matters. During his banking tenure, he has managed loan portfolio of around Rs. 20,000 Crores for Gujarat region and has also been part of the core team for Banks advances at the Bank’s Head Office at New Delhi, overseeing loans and advance of the Bank at PAN India level. |
| Date of first appointment on the Board | April 1,2021 |
| Number of Meetings of the Board attended during the F.Y. 2025-26 and onwards. |
10 (Ten) |
| Directorships, Trusteeships, Partnerships, etc. held in other companies, firms, trusts, entities, etc. |
1. Riddhi Siddhi Gluco Biols Limited 2. Param Jewels Private Limited 3. Shah Foods Limited 4. Metroglobal Limited 5. Vidya Wires Limited 6. Sambhaav Media Limited 7. K.S.Oils Limited 8. M P Steel(India)Limited |
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| Memberships / chairmanships of committees of the Boards of other companies |
Membership in committees: 7 Chairperson of committees: 4 |
|---|---|
| Listed entities from which the person has resigned from the directorshipin thepast threeyears |
1. Riddhi Steel and Tube Limited |
| Number of shares held in the Company (including shareholdingas a beneficial owner) |
Nil |
| Terms and conditions of re-appointment including details of remuneration sought to be paid and the last remuneration drawn |
As per the Appointment Letter and in accordance with the provisions of Companies Act, 2013 and as decided by the board of directors from time to time. The terms and conditions for appointment and re-appointment of Independent Directors is available on the website of the Company. |
| Justification for re-appointment (including remuneration) and skills and capabilities required for the role and the manner in which the proposed person meets such requirements |
The Board of Directors of the Company is of the opinion that Mr. Balveermal Singhvi is a person of integrity and considering his qualifications, extensive knowledge and rich experience in Accounting, Auditing and Banking Industry, re-appointment of Mr. Balveermal Singhvi is in the great interest of the Company. His association would be of immense benefit and will add value to the growth of the Company and, therefore, the Board recommends his re-appointment as an Independent Director to the Members. |
| Remuneration last drawn | N.A. |
| Nature of expertise in specific functional Areas | Accounting,Auditingand BankingIndustry. |
| Relationship with other directors of the Board, or KeyManagerial Personnel of the Company. |
N.A. |
Note: For the purpose of considering the limit of chairpersonships / memberships of committees of the Boards of other companies, only the Audit Committee and Stakeholders’ Relationship Committee are considered.
Accordingly, the approval of the Members is sought by way of passing the Special Resolution as mentioned in this Postal Ballot Notice for the re-appointment of Mr. Balveermal Singhvi as an Independent Director, not liable to retire by rotation, to hold office for a period of 5 (five) years, from April 1, 2026 to March 31, 2031 (both days inclusive).
None of the Directors, Key Managerial Personnel of the Company and their relatives, except for Mr. Balveermal Singhvi and his relatives, are in any way concerned or interested financially or otherwise in the passing of this resolution.
The Board of Directors accordingly recommends the Special Resolution set out at Item No. 1 & 2 of the Notice for the approval of the members.
ITEM NO. 3:
In accordance with the provisions of Section 149 of the Companies Act, 2013 (“the Act”) read with Rule 3 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, the Company is required to have at least one (1) woman Director. Mrs. Sangita Shingi completed her second term as a Woman Independent Director of the Company on March 31, 2026 and accordingly ceased to be a Director with effect from March 31, 2026.
In view of the above, the Company is required to appoint a Woman Independent Director to fill the resulting vacancy at the earliest and in any case not later than the immediate next Board Meeting or three months from the date of such vacancy, whichever is later.
Members are requested to note that pursuant to the aforesaid provisions and regulations and upon recommendation of the Nomination and Remuneration Committee (“NRC”), Mrs. Renukaben Hardikkumar Patel (DIN: 10317345), was appointed by the Board of Directors (“Board”) as an Additional Director (Independent) with effect from April 1, 2026, to hold office up to the date of ensuing Annual General Meeting of the Company, in terms of provisions of Section 161 of the Companies Act, 2013 (“Act”), rules made thereunder. As per the provisions of Section 161 of the Act, the Additional Director so appointed shall hold office upto the date of the next Annual General Meeting (“AGM”) or the last date on which the AGM should have been held, whichever is earlier.
Members are requested to note that the Company has received consent in writing from Mrs. Renukaben Hardikkumar Patel (DIN: 10317345) to act as Director of the Company and declaration(s) and confirmation(s)
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stating that she is not disqualified from being appointed as Director of the Company in terms of Section 164 and Independent Director declaration as per Section 149(6) of the Act. Members are requested to note that the Company has received a notice in writing in terms of the provisions of Section 160 of the Act proposing the candidature of Mrs. Renukaben Hardikkumar Patel (DIN: 10317345), as an Independent Director on the Board of Directors of the Company.
As per the provisions of Section 149 of the Act, Mrs. Renukaben Hardikkumar Patel shall hold office for a term of One (1) year commencing from April 1, 2026, and she shall not be liable to retire by rotation. The terms and conditions for appointment of Independent Directors is available on the website of the Company for online inspection by the Members.
Mrs. Renukaben Hardikkumar Patel is an Associate Member of the Institute of Company Secretaries of India (ICSI). She is a qualified Company Secretary, Law Graduate (LL.B.) from Gujarat University, and holds a bachelor’s degree in computer applications from KSV University, Gandhinagar. She possesses over 8 years of rich professional experience in the field of corporate laws, securities laws, and regulatory compliances.
Her core areas of expertise include corporate advisory of companies/LLPs/IFSC entities, SEBI and Companies Act compliances, FEMA/RBI regulations, drafting of legal and corporate documents, and representation before regulatory authorities such as ROC and RD.
She has advised and provided compliance support to a wide range of companies across sectors such as infrastructure, pharmaceuticals, trading, energy and services, including private companies, unlisted public companies, LLPs, start-ups, and IFSC entities. She has also successfully handled and assisted incorporation and compliance assignments in the International Financial Services Centre (IFSC) at GIFT City, Gujarat.
She is known for her professional integrity, ethical approach, and commitment to delivering quality and timely services, with a strong focus on corporate governance and compliance excellence.
Brief profile of Mrs. Renukaben Hardikkumar Patel in terms of the Listing Regulations and the Secretarial Standard on the General Meetings (“SS-2”) has been provided in this Explanatory Statement as under:
| Name | Mrs. Renukaben Hardikkumar Patel |
|---|---|
| Director Identification Number(DIN) | 10317345 |
| Age | 37 |
| Nationality | Indian |
| Qualifications | A qualified Company Secretary, Law Graduate (LL.B.) from Gujarat University, and bachelor’s in computer applications from KSV University,Gandhinagar. |
| Experience / Brief Profile | She possesses over 8 years of rich professional experience in the field of corporate laws, securities laws, and regulatory compliances. Her core areas of expertise include corporate advisory of companies/LLPs/IFSC entities, SEBI and Companies Act compliances, FEMA/RBI regulations, drafting of legal and corporate documents, and representation before regulatory authorities such as ROC and RD. She has advised and provided compliance support to a wide range of companies across sectors such as infrastructure, pharmaceuticals, trading, energy, and services, including private companies, unlisted public companies, LLPs, start- ups, and IFSC entities. She has also successfully handled incorporation and compliance assignments in the International Financial Services Centre (IFSC) at GIFT City, Gujarat. She is known for her professional integrity, ethical approach, and commitment to delivering quality and timely services, with a strong focus on corporate governance and compliance excellence. |
| Date of first appointment on the Board | April 1,2026 |
| Number of Meetings of the Board attended duringthe F.Y. 2025-26 and onwards. |
Nil |
| Directorships, Trusteeships, Partnerships, etc. held in other companies, firms, trusts, entities, etc. |
1. Amarjyot Green Vision Limited 2. Balhanuman Fabrics Limited 3. Celtis Commodities Limited 4. Faith Industries Limited |
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| Memberships / chairmanships of committees of the Boards of other companies |
Membership in committees: 6 Chairperson of committees: 1 |
|---|---|
| Listed entities from which the person has resigned from the directorship in the past threeyears |
Nil |
| Number of shares held in the Company (includingshareholdingas a beneficial owner) |
Nil |
| Terms and conditions of appointment including details of remuneration sought to be paid and the last remuneration drawn |
As per the Appointment Letter and in accordance with the provisions of Companies Act, 2013 and as decided by the board of directors from time to time. The terms and conditions for appointment and re-appointment of Independent Directors is available on the website of the Company. |
| Justification for re-appointment (including remuneration) and skills and capabilities required for the role and the manner in which the proposed person meets such requirements |
The Board of Directors of the Company is of the opinion that Mrs. Renukaben Hardikkumar Patel is a person of integrity and considering his qualifications, extensive knowledge and rich experience in A corporate laws, securities laws, and regulatory compliances, appointment of Mrs. Renukaben Hardikkumar Patel is in the interest of the Company. Her association would be of immense benefit and value to the Company and, therefore, the Board recommends her appointment as a woman Independent Director to the Members. In the opinion of the Board of Directors, Mrs. Renukaben Hardikkumar Patel is independent of the management of the Company and fulfils the conditions specified in the Act, the rules made thereunder, and Listing Regulations,for re-appointment as an Independent Director. |
| Nature of expertise in specific functional Areas | She possesses over 8 years of rich professional experience in the field of corporate laws, securities laws, and regulatory compliances. Her core areas of expertise include corporate advisory, incorporation of companies/LLPs/IFSC entities, SEBI and Companies Act compliances, FEMA/RBI regulations, drafting of legal and corporate documents, and representation before regulatory authorities such as ROC and RD. |
| Relationship with other directors of the Board, or KeyManagerial Personnel of the Company |
N.A. |
Note: For the purpose of considering the limit of chairpersonships / memberships of committees of the Boards of other companies, only the Audit Committee and Stakeholders’ Relationship Committee are considered
Accordingly, the approval of the Members is sought by way of passing the Special Resolution as mentioned in this Postal Ballot Notice for the appointment of Mrs. Renukaben Hardikkumar Patel as a woman Independent Director, not liable to retire by rotation, to hold office for a period of one year, from April 1, 2026 to March 31, 2027 (both days inclusive).
None of the Directors, Key Managerial Personnel of the Company and their relatives, except for Mrs. Renukaben Hardikkumar Patel and her relatives, are in any way concerned or interested financially or otherwise in the passing of this resolution.
The Board of Directors accordingly recommends the Special Resolution set out at Item No. 3 of the Notice for the approval of the members.
Date: April 16, 2026 Place: Ahmedabad
BY ORDER OF THE BOARD OF DIRECTORS FOR, MAHALAXMI RUBTECH LIMITED
Registered Office:
“Mahalaxmi House”, YSL Avenue,
Opp. Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad – 380 015, Gujarat.
Sd/KARAN PARIKH COMPANY SECRETARY ICSI MEMBERSHIP NO.: A77833