NACL Industries Limited — Proxy Solicitation & Information Statement 2024

Feb 16, 2024

NACL Industries Limited

NAG�A_ NACL

February 16, 2024

Ref: NACL/SE/2023-24

National Stock Exchange of India Ltd Exchange Plaza,[5] [th ] Floor, Plot No.C/ 1 G Block, Bandra- Kurla Complex, Bandra, Mumbai- 400051 Symbol: NACLIND

BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai- 400001 Company Code: 524709

Dear Sir /Madam,

Sub: Notice of Postal Ballot

Ref: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015- reg.

The Board of Directors at its meeting held on January 23, 2024, had inter-alia approved the Postal Ballot Notice for seeking approval of members of the Company by way of remote e-voting on the Special Resolution as set out in the said Notice.

Pursuant to Regulations 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith a copy of the Notice of Postal Ballot for seeking approval of Members of the Company for the appointment of Dr. M. Lakshmi Kan tam (DIN: 07831607) as a Non-Executive and Independent Director of the Company.

In accordance with circulars issued by Ministry of Corporate Affairs from time to time, the Postal Ba ot Notice is sent only in electronic form to Members, whose email addresses are registered with the Depository Participants / the Company's Registrar and Transfer Agent and whose names are recorded in the Register of Members/list of Beneficiary Owners as on Friday, February 09, 2024 ("Cut-Off date").

The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide e-voting facility to its members. The voting rights of the Members shall be in proportion to their holding of equity shares with the paid-up equity share capital ompany as on Friday, February 09, 2024.

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�, Responsible Care[® ] OUR COMMITMENT TO SUSTAINABILITY

Regd Office: Plot No. 12-A, 'C' Block, Lakshmi Towers, No, 8-2-248/1/7/78, Nagarjuna Hills, Panjagutta, Hyderabad - 500082, Telangana, INDIA. 'll+91-40-24405100 �+91-40-23358062, tO lnfo@nacllnd.com@www.nacllnd.com CIN: L24219TG1986PLC016607

SATISH KUMAR SUBUDHI

Digitally signed by SATISH KUMAR SUBUDHI Date: 2024.02.16 18:26:05 +05'30'

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NACL Industries Limited

(CIN: L24219TG1986PLC016607)

Registered Office: Plot No.12-A, “C” Block, Lakshmi Towers, No.8-2-248/1/7/78, Nagarjuna Hills, Panjagutta, Hyderabad-500082, Telangana State, India

Phone: 040-24405100; e-mail: investors@naclind.com; Website: www.naclind.com

NOTICE OF POSTAL BALLOT

NOTICE is hereby given to the Members of M/s. NACL Industries Limited (‘the Company’), pursuant to the provisions of Section 108, Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (the ‘Rules’), including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, for the time being in force and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (‘MCA’) for holding general meetings / conducting the process of postal ballot through remote e-voting vide General Circular Nos. 14/2020 dated April 08, 2020; 17/2020 dated April 13, 2020; 22/2020 dated June 15, 2020; 33/2020 dated September 28, 2020; 39/2020 dated December 31, 2020; 10/2021 dated June 23, 2021; 20/2021 dated December 08, 2021; 3/2022 dated May 5, 2022; 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 including any other circular issued in this regard (‘relevant Circulars’), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), the Secretarial Standard – 2 issued by the Institute of Company Secretaries of India and other applicable laws and regulations, if any, that the Resolution as set out in this Notice is proposed for consideration by the Members of the Company for passing by means of Postal Ballot by voting through electronic means only (‘remote e-voting’).

Members desiring to exercise their vote through the e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice for casting of votes by e-voting not later than 5.00 p.m. (IST) on Wednesday, March 20, 2024. The e-voting facility will be disabled by CDSL immediately thereafter.

An Explanatory Statement, pursuant to Sections 102(1), 110 of the Act and the relevant information required under Regulation 36 of the SEBI Listing Regulations setting out all material facts relating to the resolution mentioned in this Notice of Postal Ballot is annexed hereto.

Special Business:

Item No.1

Appointment of Dr. M.Lakshmi Kantam (DIN: 07831607) as a Non-Executive and Independent Director of the Company.

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161 and any other applicable provisions of the Companies Act, 2013 (‘the Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014, read with Schedule IV to the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended from time to time, and based on the recommendation of the Nomination and Remuneration Committee and approval of Board of Directors and in accordance with the provisions of Articles of Association of the Company, Dr. M.Lakshmi Kantam (DIN: 07831607), who was appointed as an Additional Director in the capacity of an Independent

Director with effect from January 23, 2024, who meets the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and who has submitted a declaration to that effect and in respect of whom the Company has received a Notice in writing under Section 160(1) of the Act proposing her candidature for the office of Director be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years effective from January 23, 2024 till January 22, 2029.

“RESOLVED FURTHER THAT the Board of Directors and/or any person authorized by the Board, be and is hereby severally authorized to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

By order of the Board For NACL Industries Limited

sd/-

Date: January 23, 2024 Place: Hyderabad Vice President – Legal & Company Secretary (FCS-9085)

Notes:

• 1) The Explanatory Statement, pursuant to Sections 102(1) and 110 of the Companies Act, 2013 (‘the Act’), is annexed hereto. The relevant details of the person seeking appointment as a director, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) are also annexed to the Notice.

• 2) This Postal Ballot Notice is being sent to the members whose names appear on the Register of Members / list of Beneficial Owners as received from the National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (‘CDSL’) and whose email address is registered with the Company/RTA/Depository Participant(s), as on Friday, February 09, 2024 (“Cut-off Date”) . A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only. In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the e-voting system.

• 3) Members may note that the Notice of the Postal Ballot will also be available on the Company’s website www.naclind.com and 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 CDSL https://www.evotingindia.com.

• 4) The Board of Directors of the Company has appointed Mr.S.Srikanth, Partner (M.No. A22119), representing M/s. B S S & Associates, Company Secretaries, as Scrutinizer to conduct the postal ballot e- voting process in a fair and transparent manner.

• 5) The voting shall commence on Tuesday, February 20, 2024, at 09:00 a.m. (IST) and shall end on Wednesday, March 20, 2024, at 5:00 p.m. (IST) . During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter. 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.

• 6) The voting rights of the Members shall be in proportion to their shares held in the paid-up equity share capital of the Company as on the Cut-Off Date.

• 7) The Scrutinizer, after scrutinizing the votes cast at the postal ballot voting process through e-voting, will, not later than two working days from the conclusion of the e- voting, make a Scrutinizer’s report and submit the same to the Chairperson or a person authorized by her in writing. The results declared along with the Scrutinizer’s Report shall be placed on the website of the Company www.naclind.com and on the website of CDSL. The results shall be simultaneously communicated to the Stock Exchanges.

• 8) The Resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for voting i.e., Wednesday, March 20, 2024. Further, Resolution passed by the members through postal ballot are deemed to have been passed as if they are passed at a General Meeting of the Members. The Special Resolution shall be declared as passed when votes cast in favor are not less than three times the number of votes, if any, cast against the Resolution by members, so entitled and voted.

• 9) The vote in this Postal Ballot cannot be exercised through proxy.

• 10) The Company has engaged the services of M/s. Central Depository Services (India) Limited (CDSL) as the Agency to provide e-voting facility.

• 11) Instructions about Voting:

• In compliance with Regulation 44 of the SEBI Listing Regulations and Section 108 of the Act, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended and the relevant Circulars, the Company is pleased to provide facility of remote e-voting to enable its Members to cast their votes electronically in respect of the Resolution as set out in this Postal Ballot Notice. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e- Voting facility provided by Listed Companies, Individual Shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository

Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

• a) Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL Depository	1) Users who have opted for CDSL Easi/Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi/Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi Tab. 2) After successful login the Easi/ Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e- Voting service provider for casting your vote during the remote e- Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e- Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode withNSDL Depository	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have

to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote duringthe remote e-Voting period.

Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote duringthe remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

related to login through Depository	i.e. CDSL and NSDL
**Login type **	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or call at toll free no. 1800 22 55 33
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• b) Information and Instructions for e-voting by Shareholders other than individuals holding shares of the Company in demat mode and all Shareholders holding shares of the Company in physical mode:

(i) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

• 6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to

OR Date of login.

Birth (DOB)

• If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

• (ii) After entering these details appropriately, click on “SUBMIT” tab.

• (iii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (iv) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (v) Click on the relevant EVSN for ‘NACL Industries Limited’ on which you choose to vote.

• (vi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (vii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (viii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (ix) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. (x) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• c) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be emailed to helpdesk evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• It is mandatory that a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; investors@naclind.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

• d) Process for those shareholders whose email/mobile no. are not registered with the Company/ Depositories.

• For Physical shareholders - please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.

• For Demat shareholders -Please update your email id & mobile no. with your respective Depository Participant (DP).

• For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 22 55 33.

Annexure to the Notice

The Explanatory Statement as required under Section 102 of the Companies Act, 2013

Item No. 1:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have appointed Dr. M.Lakshmi Kantam (DIN: 07831607) as an Additional Director, designated as an Independent Director, of the Company with effect from January 23, 2024, in terms of the provisions of Sections 149, 150, 152 and 161 of the Companies Act, 2013 (‘the Act’).

Dr. M.Lakshmi Kantam is an accomplished seasoned professional with 40 years of experience in research, design and development of Catalyst, Materials & Process Chemistry. Currently she is serving as the Dr. B. P Godrej Distinguished Professor of Green Chemistry and Sustainability Engineering at the Institute of Chemical Technology (ICT) Mumbai. She also served as Director at CSIR-IICT, Hyderabad. In the realm of academia, Dr. M.Lakshmi Kantam has made significant contributions, having supervised 41 Ph.D. dissertations and amassed an impressive publication record, with 347 peer-reviewed journals and 5 authored/edited books to her name. Furthermore, 52 patents filed/granted showcase her innovative work.

Dr. Kantam's impactful contributions have been recognized with numerous prestigious awards, such as the Goyal Award for Applied Sciences, Fellowship of The World Academy of Sciences (TWAS), and the Asian Paints Padma Vibhushan Dr. R. A. Mashelkar Medal. Her contributions have also been acknowledged through fellowships and awards from esteemed institutions such as the Indian National Science Academy, the Royal Society of Chemistry, and the National Academy of Sciences, India. She is currently serving as Board member in M/s.Godavari Bio Refineries Limited, M/s.Prasol Chemicals Limited and M/s.Vinati Organics Limited.

The Nomination and Remuneration Committee took into consideration her rich and varied experience in the field of catalyst, materials and process chemistry. Further the Nomination and Remuneration Committee also noted that skills, expertise and competencies possessed by Dr. M.Lakshmi Kantam were in alignment with the skills and expertise, identified by the Committee and the Board for the Directors of the Company. The Board is of the view that Dr. M.Lakshmi Kantam’s association would be beneficial and in the interest of the Company.

The Company has received consent from Dr. M.Lakshmi Kantam for her proposed appointment as an Independent Director in terms of Section 152 of the Companies Act, 2013 and confirmation that she is neither disqualified in terms of Section 164 of the Act from being appointed as a Director nor debarred from holding office of Director by virtue of any SEBI order or any other such authority.

Further, Dr. M.Lakshmi Kantam has given a declaration that she meets the criteria of independence provided under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and that she is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact her ability to discharge duties as an Independent Director of the Company.

The Company has received a notice from a Members proposing Dr. M.Lakshmi Kantam candidature for the office of Director, in terms of Section 160(1) of the Act. Pursuant to Regulation 17(1C) of the SEBI Listing Regulations, approval of shareholders for appointment of a person on the Board of Directors is required to be taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Further in terms of Regulation 25(2A) of the SEBI Listing Regulations, the appointment, re-appointment or removal of an Independent Director shall be subject to the approval of shareholders by way of a special resolution. Accordingly, the appointment of Dr. M.Lakshmi Kantam requires the approval of the members by way of a special resolution through postal ballot.

A brief profile of Dr. M.Lakshmi Kantam and other information as required under Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India are provided as Annexure I to this Notice. Hence, in view of the aforementioned provisions, the Company is seeking the approval of its members for appointment of Dr. M.Lakshmi Kantam,

as an Independent Director on the Board of the Company for a term of five consecutive years effective from
January 23, 2024 to January 22, 2029, not liable to retire by rotation.
Save and except Dr. M.Lakshmi Kantam herself and her relatives, to the extent of their shareholding interest,
if any, in the Company, none of the other Directors/Key Managerial Personnel of the Company/their relatives
are in any way concerned or interested financially or otherwise, in the resolution set out at the Item No. 1 of
the Notice.
By order of the Board
ForNACL Industries Limited
sd/-
Date: January 23, 2024 Satish Kumar Subudhi
Place: Hyderabad Vice President – Legal & Company Secretary
(FCS-9085)

Resolution No.	1
Name of the Director	Dr. Mannepalli Lakshmi Kantam
Directors Identification Number(DIN)	07831607
Age	68years
Date of first appointment on the Board	Not applicable since this is the first-time appointment w.e.f January23,2024
Qualifications	B.Sc., M.Sc. & Ph.D.
Brief Profile including experience and nature of expertise in specified functional areas.	Dr. M.Lakshmi Kantam holds a B.Sc., M.Sc. & Ph.D degree. Dr. M.Lakshmi Kantam is having 40 years of experience in research, design and development of Catalyst, Materials & Process Chemistry and currently serving as the Dr. B. P Godrej Distinguished Professor of Green Chemistry and Sustainability Engineering at the Department of Chemical Engineering, Institute of Chemical Technology, Mumbai, India. She served as Director at CSIR-IICT,Hyderabad.
Skills and capabilities required for the role and the manner in which the director meets such requirements	As provided in the explanatory statement.
Terms and conditions of appointment / re-appointment includingRemuneration proposed to bepaid	As detailed in the resolution and explanatory statement.
Details of remuneration sought to be paid	Entitled to receive sitting fees for attending meeting of Board of Directors and Committees of the Board, if appointed.
Details of remuneration last drawn.	Not Applicable
No. of Board Meetings attended during theyear.	Not Applicable
Relationship with other Directors, Manager and other Key Managerial Personnel of the company	Nil
Shareholding in the Company as on 23.01.2024	Nil
List of other Companies in which Directorship (excluding Foreign, Private and Section 8 Companies).	1) Vinati Organic Limited 2) Prasol Chemicals Limited 3) Godavari Biorefineries Limited
List of Entities from which the person has resigned in thepast threeyears.	Indo Amines Limited
Chairperson/Member of the Mandatory Committees of the Board of the Other Companies on which she is a Director.	Vinati Organic Limited – Stakeholders Relationship Committee (C), Nomination and Remuneration Committee (C) and Corporate Social Responsibility Committee (C).