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Onward Technologies Ltd. AGM Information 2025

Jun 23, 2025

60726_rns_2025-06-23_b0443b1f-23d2-4290-b805-82629ca12944.pdf

AGM Information

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Ref No.: OTL/Secretarial/SE/2025-26/19

Date: June 23, 2025

To,

Bombay Stock Exchange Limited
Phiroz Jeejeebhoy Towers,
Dalal Street, Mumbai – 400023
National Stock Exchange of India Ltd.,
Plot No. C/1 'G' Block
Bandra – Kurla Complex
Bandra East,Mumbai 400051

Ref : Scrip Code - BSE: 517536  NSE: ONWARDTEC

Subject: Intimation of the Notice of 34[th] Annual General Meeting

Dear Sir/Madam,

It is hereby informed that 34[th] Annual General Meeting (“AGM”) of Onward Technologies Limited (“the Company”) will be held on Wednesday, July 16, 2025 at 03:00 pm IST through two-way Video Conferencing ('VC') facility / Other Audio Visual Means ('OAVM') in accordance with the relevant circulars issued by Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board of India (“SEBI”).

Further, please note that the Company has finalized the following dates in connection with its 34[th] AGM and for payment of Dividend for the Financial Year 2024-2025:

Sr. No. Particulars Relevant Date
1 Record Date forpayment of Dividend Friday,July04,2025
2 Dividend Payout Date if declared at the 34th
AGM scheduled to be held on July 16, 2025
Within a period of 30 days from the date of
declaration at the ensuing Annual General
Meeting to those members of the Company
whose names appear:
(a)as beneficial owners as at the closure of
business hours on July 04, 2025, as per the
list to be furnished by depositories in
respect of the shares held in electronic
form and
(b) as Members in the Register of Members
of the Company as on July 04, 2025 after
giving effect to all valid shares/transfers/
transmission in physical form received on
or before July04,2025.
4 Cut-off Date for the purpose of determining
eligibility of the shareholders to vote
through remote e-voting or facility at the
AGM
Wednesday , July 09 , 2025

Regd. address.: 2nd floor, Sterling Centre, Dr. A.B. Road, Worli, Mumbai 400018. Tel: +91 22 24926570 CIN: L28920MH1991PLC062542 | email: [email protected] | website : www.onwardgroup.com

Mumbai | Pune | Chennai | Bengaluru | Hyderabad | Chicago | Detroit | London | Frankfurt | Amsterdam | Toronto

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5 Period of Remote e-Voting Voting will commence from 9:00 am on
Saturday, July 12, 2025 and end at 5:00 pm
on Tuesday,July15,2025

In accordance with the relevant circulars issued by the MCA and SEBI, Notice of AGM along with the Annual Report for FY 2024-2025 will be sent only by electronic mode to those Members whose email addresses are registered with the Company/Depositories.

Further, the Notice of 34[th] AGM and the copy Annual Report for the financial year 2024-25 is available on the website of the Company at www.onwardgroup.com , Stock Exchanges i.e. BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) at www.bseindia.com and www.nseindia.com , respectively and National Securities Depository Limited (“NSDL”) at www.evoting.nsdl.com.

For Onward Technologies Limited

VINAV AGARWAL Digitally signed by VINAV AGARWAL Date: 2025.06.23 17:17:24 +05'30'

Vinav Agarwal Company Secretary & Compliance Officer Membership No :- A40751

Regd. address.: 2nd floor, Sterling Centre, Dr. A.B. Road, Worli, Mumbai 400018. Tel: +91 22 24926570 CIN: L28920MH1991PLC062542 | email: [email protected] | website : www.onwardgroup.com

Mumbai | Pune | Chennai | Bengaluru | Hyderabad | Chicago | Detroit | London | Frankfurt | Amsterdam | Toronto

Onward Technologies Limited

Annual Report 2024-25

ONWARD TECHNOLOGIES LIMITED

Regd. Off: 2[nd] Floor, Sterling Center, Dr. A. B. Road, Worli, Mumbai – 400 018.

CIN: L28920MH1991PLC062542

E-mail: [email protected] | website: www.onwardgroup.com

Notice

NOTICE is hereby given that the 34[th] Annual General Meeting of the Members of ONWARD TECHNOLOGIES LIMITED will be held on Wednesday, July 16, 2025 at 03.00 P.M. (IST) through Video Conference/Other Audio-Visual Means organized by the Company, to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt;

  • A. the audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025 together with the reports of Board of Directors and the Auditors thereon.

  • B. the audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 together with the report of the Auditors thereon.

    1. To declare final dividend on Equity Shares for the financial year ended March 31, 2025.
  • To appoint a director in place of Mr. Harsha Raghavan (DIN: 01761512), who retires by rotation and being eligible, offers himself for reappointment.

SPECIAL BUSINESS:

  1. To consider the re-appointment of Ms. Niranjani Chandramouli, as an Independent Director on the Board of the Company for a second term of three years

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

“RESOLVED THAT pursuant to the provisions of Sections 149(10), 150 and 152 of the Companies Act, 2013 (the “ Act ”) read with Schedule IV of the Companies Act, 2013 and the Companies (Amendment) Act, 2017 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Articles of Association of the Company,

and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, Ms. Niranjani Chandramouli (DIN: 07128770), Independent Director of the Company who has submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Act and who is eligible for re-appointment, be and is hereby reappointed as an Independent Director on the Board of the Company, not liable to retire by rotation for a second term of three consecutive years commencing from September 29, 2025 to September 28, 2028.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to any committee of directors with power to further delegate to any other officer(s)/ authorized representative(s) of the Company to do all acts, deeds and things and to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

  1. Appointment of Secretarial Auditors

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

“RESOLVED THAT pursuant to the provisions of Regulation 24A & other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) read with Circulars issued thereunder from time to time and Section 204 and other applicable provisions of the Companies Act, 2013, if any read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“ Act ”), M/s. Nilesh A. Pradhan & Co. LLP Practicing Company Secretaries, (Firm Registration Number L2018MH005200) be and is hereby appointed as Secretarial Auditors of the Company for a period of 5 consecutive years, from April 1, 2025 to March 31, 2030 (‘ the Term ’), on such terms & conditions, including remuneration as may be determined by the Board of Directors (hereinafter referred to as the ‘ Board ’ which expression shall include any Committee thereof or person(s) authorized by the Board).

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RESOLVED FURTHER THAT approval of the Members is hereby accorded to the Board to avail or obtain from the Secretarial Auditor, such other services or certificates or reports which the Secretarial Auditor may be eligible to provide or issue under the applicable laws at a remuneration to be determined by the Board.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution and for matters connected therewith or incidental thereto.”

By order of the Board of Directors of Onward Technologies Limited

Date: May 16, 2025 Place: Mumbai

Vinav Agarwal Company Secretary & Compliance Officer M. No. A40751

Registered Office: 2[nd] Floor, Sterling Centre, Dr. A.B Road, Worli, Mumbai – 400 018. Email: [email protected] website: www.onwardgroup.com CIN: L28920MH1991PLC062542

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Annual Report 2024-25

Explanatory Statement in respect of the Special Business pursuant to Section 102 of the Companies Act, 2013

The Explanatory Statement sets out all material facts relating to the business(es) to be dealt at the Annual General Meeting as mentioned in the Notice:

Item No. 04:

The Board of Directors at its meeting held on September 29, 2022 had appointed Ms. Niranjani Chandramouli (DIN: 07128770) as an Additional Director of the Company to hold office till next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Further, the Members through Postal Ballot held on November 11, 2022 appointed Ms. Niranjani Chandramouli as an Independent Director to hold office for a term of three consecutive years. Accordingly, the tenure of Niranjani Chandramouli, as an Independent Director will be coming to an end on September 28, 2025

Pursuant to the provisions of Section 149(10) of the Act, an Independent Director shall hold office for a term up to five consecutive years on the Board of a Company but shall be eligible for re-appointment on passing of a special resolution by the Shareholders of the Company and disclosure of such appointment in the Board’s report. After taking into account the performance evaluation, during his first term of three years and considering the knowledge, expertise and experience in respective fields and the contribution made by Ms. Niranjani Chandramouli during her tenure as an Independent Director since her appointment, the Nomination and Remuneration Committee at its meeting held on May 16, 2025 has considered, approved and recommended the re-appointment of Ms. Niranjani Chandramouli as an Independent Director for a second term of three years with effect from September 29, 2025 to September 28, 2028 to the Board of Directors for their approval.

The Company has received the declaration on criteria of Independence as per Section 149(6) of the Act. Accordingly, the Board of Directors at its meeting held on May 16, 2025, has approved the proposal for re appointment of Ms. Niranjani Chandramouli as an Independent Director for a second term of three consecutive years with effect from September 29, 2025 to September 28, 2028

In the opinion of the Board, Ms. Niranjani Chandramouli fulfills the conditions specified in the Act and rules made thereunder for her re-appointment as an Independent Director of the Company. Accordingly, the Board recommends the resolution in relation to

re-appointment of Ms. Niranjani Chandramouli as an Independent Director, for the approval by the Members of the Company, by way of a Special resolution.

The necessary information/disclosure in compliance with Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard (SS-2) issued by the Institute of Company Secretaries of India relating to Ms. Niranjani Chandramouli has been provided in a separate section of this Notice.

Except Ms. Niranjani Chandramouli, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out at Item No. 04 of the Notice.

Item No. 05:

Pursuant to the Regulation 24A & other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) read with provisions of Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions of the Companies Act, 2013, if any (“ the Act ”), the Audit Committee and the Board of Directors at their meetings held on May 16, 2025 have approved subject to approval of Members, appointment of M/s. Nilesh A. Pradhan & Co. LLP Practicing Company Secretaries, Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number L2018MH005200),) as Secretarial Auditors for a term of 5(Five) consecutive years from April 1, 2025 till March 31, 2030.

Credentials of the Secretarial Auditor:

Nilesh A. Pradhan & Co. LLP is a peer-reviewed firm of Company Secretaries, established in 2001 and operating as an LLP since December 2018. Led by experienced partners Mr. Nilesh A. Pradhan (24 years) and Ms. Prajakta V. Padhye (16 years), the firm offers a wide range of corporate advisory services. These include company/LLP incorporation, secretarial audits, due diligence, mergers, compliance under Company Law, SEBI, Stock Exchange, and public issues. Backed by a strong internal team and pan-India associates, the firm serves listed companies, MNCs, MSMEs, LLPs, and Chartered Accountants.

M/s Nilesh A. Pradhan & Co. LLP., have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified by the Institute of Companies Secretaries of

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India. They have further confirmed that they are not disqualified to be appointed as Secretarial Auditors in term of provisions of the Companies Act, 2013, the Companies Secretaries Act, 1980 and Rules and Regulations made thereunder and the SEBI Listing Regulations read with SEBI Circular dated December 31, 2024.

Terms and conditions of appointment & remuneration

a) Term of appointment:

5(Five) consecutive years commencing from April 1, 2025 upto March 31, 2030.

b) Remuneration:

`1,00,000 (Rupees One Lakh only) per annum plus applicable taxes and other out-of-pocket expenses in connection with the Secretarial audit.The proposed fee is based on knowledge, expertise, industry experience, time and efforts required to be put in by the Secretarial auditor, which is in line with the industry benchmark. The payment for services in the nature of certifications and other professional work will be in addition to the Secretarial audit fee and shall be determined by the Audit Committee and/or the Board of Directors.

Fee for subsequent year(s): As determined by the Audit Committee and/or the Board of Directors.

c) Basis of recommendations:

The Audit Committee and the Board of Directors have approved & recommended the aforementioned proposal for approval of Members taking into account the eligibility of the firm, qualification, experience, independent assessment & expertise of the Partners in providing Secretarial audit related services, competency of the staff and Company’s previous experience based on the evaluation of the quality of audit work done by them in the past.

None of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No.5.

Basis the rationale and justification provided above, the Board recommends Ordinary resolution under Item No. 5 of the accompanying Notice for approval of Members.

By order of the Board of Directors of Onward Technologies Limited

Date: May 16, 2025 Place: Mumbai

Vinav Agarwal Company Secretary & Compliance Officer M. No. A40751

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Annual Report 2024-25

NOTES:

Section I – Attendance and Documents Inspection

  1. Ministry of Corporate Affairs (“MCA”) vide its General Circular No. 09/2024 dated September 19, 2024 read with circulars issued earlier on the subject (“MCA Circulars”) and SEBI vide its Circular No. SEBI/HO/CFD/CFD-PoD 2/P/CIR/2024/133 dated October 3, 2024 read with the circulars issued earlier on the subject (“ SEBI Circulars ”), have permitted to conduct the Annual General Meeting (“ AGM ”) virtually, without physical presence of Members at a common venue. The deemed venue for the 34[th] AGM will be the Registered Office of the Company – Sterling Centre, 2[nd] Floor, Dr. A. B. Road, Worli, Mumbai - 400 018.

  2. Since the AGM will be held through VC facility, the Route Map is not annexed in this Notice.

  3. In compliance with the applicable Circulars, Notice of the AGM along with the Annual Report for FY 2024-25 is being sent only through electronic mode to those Members whose email addresses are registered with the RTA/Company/ Depositories. Members may note that the Notice and Annual Report for FY 2024-25 are also available on the Company’s website at www.onwardgroup. com/Investors. The Notice can also be accessed from the 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 the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www. evoting.nsdl.com.

  4. The Statement, pursuant to Section 102 of the Companies Act, 2013, as amended (“ the Act ”) with respect to Item Nos. 1 to 6 forms part of this Notice. The relevant details, pursuant to Regulations 36(3) and 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”) and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment at this AGM forms part of the Explanatory Statement, respectively.

  5. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and such proxy need not be a member. Since the AGM is being held through VC facility, the facility for appointment of proxies by the members will not be available. Accordingly, the Proxy Form and Attendance Slip are not annexed to this Notice.

to authorize their representative to attend the Meeting through VC/OAVM facility are requested to send to the Company a certified true copy of the Board resolution authorizing their representative to attend and vote on their behalf at the Meeting.

  1. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

  2. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/ OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairman of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

  3. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.

10. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/ folio number, PAN, mobile number at investors@ onwardgroup.com upto July 04, 2025. Those Members who have registered themselves shall be given an opportunity of speaking live in AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM and avoid repetition of questions.

  1. Corporate / institutional members intending

  2. The Register of Directors and Key Managerial

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Personnel and their shareholding maintained under section 170 of the Companies Act, 2013 (“ the Act ”) and the Register of Contracts or Arrangements in which the directors are interested, maintained under section 189 of the Act, will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an email to [email protected].

Section II – Dividend, Record Date, TDS, etc.

  1. If the dividend, as recommended by the Board of Directors, is approved at the AGM, payment of such dividend, subject to deduction of tax at source, will be made within 30 days of AGM as under:

  2. i. To all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited (“ NSDL ”) and the Central Depository Services (India) Limited (“ CDSL ”), collectively “Depositories”, as of the close of business hours on July 04 , 2025

  3. ii. To all Members in respect of shares held in physical form after giving effect to valid transmission, name deletion and transposition requests lodged with the Company as of the close of business hours on July 04 , 2025

  4. Members may note that the Income Tax Act, 1961, (“ the IT Act ”) as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a company shall be taxable in the hands of members. The Company shall therefore be required to deduct tax at source (TDS) at the time of making the payment of dividend. In order to determine the appropriate TDS rate as applicable, members are requested to submit the documents in accordance with the provisions of the IT Act.

Section iii – Updation of records, IEPF and queries on Annual Report

  1. Members are requested to direct notifications about change of name / address, email address, telephone / mobile numbers, Permanent Account Number (PAN), Nomination, power of attorney, bank account details or any other information to their respective depository participant(s) (DP) in case the shares are held in electronic mode or to MUFG Intime India Private Limited, Registrar and Share Transfer Agents of the Company (MUFG Intime India Private Limited., Unit: Onward Technologies Limited, C-101, 247 Park, LBS Marg,

Vikhroli (West), Mumbai – 400 083, Contact No: 9122-49186270, Fax No: 91-22-49186060, Email: rnt. [email protected] in case the shares are held in physical form.

  1. SEBI vide its Circulars dated November 3, 2021 and December 14, 2021, has mandated furnishing of PAN, KYC details and Nomination/ opt out of Nomination, by holders of physical securities. Folios wherein any one of the abovementioned details are not registered by April 1, 2023 shall be frozen. The concerned Members are therefore urged to furnish PAN, KYC and Nomination/ opt out of Nomination by submitting the prescribed forms duly filled and signed by sending a physical copy of the prescribed forms to MUFG Intime India Private Limited. Unit: Onward Technologies Limited, C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai – 400 083, or by email to rnt.helpdesk@ linkintime.co.in from their registered email id. The Company has also sent individual letters to all the Members holding shares of the Company in physical form for furnishing their PAN, KYC details and Nomination pursuant to above SEBI Circular.

  2. SEBI vide its notification dated January 24, 2022 has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, Members are advised to dematerialise the shares held by them in physical form. Members can contact the Company or Company’s Registrar and Share Transfer Agent, Link Intime for assistance in this regard.

  3. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB /P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/ splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR–4, the format of which is available on the website of the Company’s Registrar and Transfer Agents, MUFG Intime India Pvt. Ltd (Formerly known as Link Intime India Pvt. Ltd) at https://in.mpms.mufg.com/

  4. To support the ‘Green Initiative’, members who have not yet registered their email addresses are requested to register the same with their DPs in

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case the shares are held by them in electronic form and with Link Intime in case the shares are held by them in physical form for receiving all communication including Annual Report, Notices, Circulars, etc. from the Company electronically.

  1. As per the provisions of Section 72 of the Act, the facility for making Nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their Nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier Nomination and record a fresh Nomination, he / she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the Company’s website. Members are requested to submit the said details to their DP in case the shares are held by them in electronic form and to Link Intime in case the shares are held in physical form.

  2. 3 The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the Meeting, thereafter, unblock the votes cast through remote e-Voting in the presence of at least two witnesses not in the employment of the Company and make, not later than 48 hours of conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

  3. 4 The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website at: www.onwardgroup.com and on the website of NSDL www.evoting.nsdl.com. The Company shall simultaneously forward the results to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed.

Section IV – Voting through electronic means

  1. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or Link Intime, the details of such folios together with the share certificates along with the requisite KYC documents for consolidating their holdings in one folio. Requests for consolidation of share certificates shall be processed in dematerialized form.

  2. In case of joint holders, the Members whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.

OTHER INSTRUCTIONS

  • 1 The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date i.e. Wednesday, July 09, 2025. A person, whose name is recorded in the Register of Members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of voting, either through remote e-Voting or voting at the AGM through electronic voting system or poll paper.

  • 2 Any person, who acquires shares of the Company and becomes a Member of the Company after mailing of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@nsdl. co.in. However, if the Member is already registered with NSDL for remote e-Voting then the Member can use his/her existing User ID and password for casting the vote.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING ANNUAL GENERAL MEETING ARE AS UNDER :-

The remote e-voting period begins on July 12, 2025 at 09:00 A.M. and ends on July 15, 2025 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. July 9, 2025 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being July 9, 2025.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

  • In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders

Individual Shareholders holding securities in demat mode with NSDL.

Login Method

  1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices. nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

  2. If you are not registered for IDeAS e-Services, option to register is available at https:// eservices.nsdl.com. Select “Register Online for IDeAS Portal” or 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

  4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience

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Individual 1. Existing users who have opted for Easi / Easiest, they can login through their user id Shareholders holding and password. Option will be made available to reach e-Voting page without any securities in demat further authentication. The URL for users to login to Easi / Easiest are https://web. mode with CDSL cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

  1. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL . Click on NSDL to cast your vote.

  2. If the user is not registered for Easi/Easiest, option to register is available at https:// web.cdslindia.com/myeasi/Registration/EasiRegistration

  3. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e. NSDL where the e-Voting is in progress.

Individual You can also login using the login credentials of your demat account through your Shareholders (holding Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, securities in demat you will be able to see e-Voting option. Click on e-Voting option, you will be redirected mode) login through to NSDL/CDSL Depository site after successful authentication, wherein you can see their depository e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and participants you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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

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

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Login type Helpdesk details
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Login type Helpdesk details
Individual Shareholders holding securities
in demat mode with NSDL
Members facing any technical issue in login can contact NSDL
helpdesk by sending a request [email protected] call at toll
free no.: 1800 1020 990 and 1800 22 44 30
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 [email protected]
or contact at 022- 23058738 or 022-23058542-43

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl. com/ either on a Personal Computer or on a mobile.

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

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below :

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Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
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Manner of holding shares i.e. Demat
(NSDL or CDSL) or Physical
Your User ID is:
a) For Members who hold shares in demat
account with NSDL.
8 Character DP ID followed by 8 Digit Client ID For example if
your DP ID is IN300 and Client ID is 12 then your user ID is
IN300
12**.
b) For Members who hold shares in demat
account with CDSL.
16 Digit Benefciary ID For example if your Benefciary ID is
12** thenyour user ID is 12**
c) For Members holding shares in Physical
Form.
EVEN Number followed by Folio Number registered with the
company For example if folio number is 001 and EVEN is 101456
then user ID is 101456001
  1. Password details for shareholders other than Individual shareholders are given below:

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

  3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

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

    • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

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Corporate Overview

Statutory Reports

  - (ii)  If your email ID is not registered, please follow steps mentioned below in **process for those shareholders whose email ids are not registered.**
  1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

  2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

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

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

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

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

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

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

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

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

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

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

  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-Voting” tab in their login.

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at [email protected]

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Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected]. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

  2. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  3. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

  1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

  2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

  3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

  4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

  1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/ OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

  2. Members are encouraged to join the Meeting through Laptops for better experience.

  3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

  5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at investors@ onwardgroup.com. The same will be replied by the company suitably.

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245

Corporate Overview

Financial Statements

Statutory Reports

Details required under Section 102 of the Companies Act, 2013 in respect of the Directors proposed to be re-appointment/appointment at the ensuing Annual General Meeting (AGM) and their Brief Resume have been provided under the Explanatory Statement annexed to this Notice.

Disclosure on appointment / re-appointment of Director pursuant to Clause 1.2.5 of Secretarial Standards-2 and Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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Names Mr. Harsha Raghavan Ms. Niranjani Chandramouli
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Names Mr. Harsha Raghavan Ms. Niranjani Chandramouli
Directors Identifcation
Number
01761512 07128770
Father’s Name Ramabadran Veera Raghavan Mr. Chandramouli Valadi
Krishnaswamy
Date of Birth/
(Age in years)
October 10, 1971 (53) July 27, 1978 (47)
Date of frst
Appointment
on the Board
June 30, 2021 September 29, 2022
Qualifcation MBA and M. S., Industrial Engineering (Stanford
Graduate School of Business) and Bachelor of
Art, Computer Science and Economics (U.C.
Berkeley)
B. Com, MBA and a Certifed
Financial Analyst (CFA)
No. of Years of
experience
More than 25 years More than 23 Years
Brief Resume
including experience
and qualifcation
Mr. Harsha Raghavan, based in Mumbai, is the
Managing Partner of Convergent Finance LLP.
He was previously the founding MD & CEO of
Fairbridge Capital Private Limited (a Fairfax
Company) from its Inception in 2011 where he
led all investment advisory activities in India.
During his time, he sourced and advised on
over $2.1 billion worth of investment activity.
Previously, he served as Head of India for
Candover Investments, Co- Head of India for
Goldman Sachs Principal Investment Area
and Vice President of Indocean Chase Capital.
In these roles, he advised on more than two
dozen transactions totaling over $1.5 billion in
value
She is a versatile Finance and Business
leader with 23+ years of diverse
experience
across
Fortune
500
companies including Unilever, P&G,
Nokia and Hershey. She is currently
at Kenvue as the Head of Finance
for India Leadership team and Asia
Pacifc. A gold medalist in B. Com,
MBA and a CFA ranker, Niranjani is
an engaging communicator, frm
advocate for diversity and inclusion,
She encourages idea generation and
innovation, leading to an empowered
and engaged workforce.
Experience in Specifc
Functional Area
Tenure and Terms
and Conditions of
Appointment
Proposed to be re-appointed as Non-Executive
Non-Independent Director, liable to retire by
rotation.
For a second terms of three years
Details of
remuneration sought
to be paid
As per Investment Agreement, he is not taking
any sitting fees for attending meetings of the
Board and also committees.
Sitting Fees
Last drawn
remuneration
Not Applicable None
Relationship with
other Directors and
Key Managerial
Personnel
None None
Directorship in Listed
Companies
1. Camlin Fine Sciences Limited
2. Jagson Pal Pharmaceuticals Limited.
3. Sundrop Brands Limited
None

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Names Mr. Harsha Raghavan Ms. Niranjani Chandramouli
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Mr. Harsha Raghavan Mr. Harsha Raghavan
Chairman/Member in
the Committees of the
Boards of other Listed
companies
1. Camlin Fine Sciences Limited
-
Member of Audit Committee –
-
Member of Nomination and Remuneration
Committee
2. Jagson Pal Pharmaceuticals Limited.
- Member of Audit Committee
-
Member of Risk Management Committee
3. Sundrop Brands Limited
-
Member of Nomination and Remuneration
Committee
-
Member of Corporate Social Responsibility
Committee
-
Member of Risk Management Committee
None
No. of Shares held as
on May 16, 2025 in the
Company
Nil 1,000
Shareholding in
the Company of
the spouse and
immediate relatives of
the Director
Nil Nil
Number of meetings
of the Board attended
during the year
2 3

258