PI Industries Ltd. — AGM Information 2024

Aug 3, 2024

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PIIL/SEC/BSE:NSE/29:2024-25 August 03, 2024

BSE Limited National Stock Exchange of India Limited Corporate Relationship Deptt. Exchange Plaza, Plot No.C/1, G-Block PJ Towers, 25[th] Floor, Bandra Kurla Complex, Dalal Street, Mumbai – 400 001 Bandra (East), Mumbai – 400 051 Code No.523642 Code No. PIIND

Dear Sir/Madam,

Sub: Notice of the 77[th] Annual General Meeting scheduled to be held on Tuesday, August 27, 2024 at 10:30 a.m. (IST) through Video Conferencing (‘VC’)/ Other AudioVisual Means (‘OAVM’)

Pursuant to the Regulation 30 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations, 2015') and in continuation to our letter dated July 28, 2024, we are pleased to inform you that the 77[th ] Annual General Meeting of the Company is scheduled on Tuesday, August 27, 2024 at 10:30 a.m. (IST) through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’) (hereinafter referred to as 'e-AGM').

In compliance with Section 101 of the Companies Act, 2013 read with MCA circular dated September 25, 2023 and SEBI circular dated October 07, 2023, the Notice of 77[th] e-AGM, which is being sent through electronic mode to the registered e-mail addresses of the members.

Further in accordance with Regulation 44 of the SEBI Listing Regulations, 2015, the Company will be providing the facility for voting by electronic means (‘remote e-voting’). The details of e-Voting are as below:

Commencement of remote e-voting Friday, August 23, 2024 (9.00 a.m. IST) End of remote e-voting Monday, August 26, 2024 (5.00 p.m. IST)

The voting rights of Members shall be reckoned on the basis of number of equity shares held by the members of the Company as on the ' cut-off date' i.e. Tuesday, August 20, 2024.

The aforesaid notice is also available on website of the Company, at https://www.piindustries.com/investor-relations/sh-ce/Annual-General-Meeting and on the website of KFin Technologies Ltd. at https://evoting.kfintech.com.

The above is for the information of exchange and investors at large.

Thanking you,

Yours faithfully, For PI Industries Limited

SONAL Digitally signed by SONAL RAMANAND RAMANAND TIWARI Date: 2024.08.03 20:22:31 TIWARI +05'30' Sonal Tiwari Company Secretary ACS: 16638

Encl: As above

aa PI Industries Ltd.

Corporate Off.: Vipul Square, 5th Floor, B-Block, Sushant Lok, Phase I, Gurgaon – 122009, Haryana, India. Tel.: +91-124-679000 Regd. Off.: Post Box No.20, Udaisagar Road, Udaipur – 313001, Rajasthan, India. Tel.: +91-294-2491451-5, 6651100, Fax: +91-294-2491946 Email: info@piind.com, www.piindustries.com, CIN: L24211RJ1946PLC000469

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PI Industries Limited

CIN: L24211RJ1946PLC000469 Regd. Office: Udaisagar Road, Udaipur–313 001 (Rajasthan) Corporate Office: 5[th] Floor, Vipul Square, B-Block, Sushant Lok, Phase–I, Gurugram–122 009

Email-ID: investor@piind.com, Website: www.piindustries.com Phone: 0124-6790000, Fax: 0124-4081247

NOTICE OF 77[th] ANNUAL GENERAL MEETING

Notice is hereby given that the 77[th] Annual General Meeting of the members of PI Industries Limited (the ‘Company’) will be held on Tuesday, August 27, 2024, at 10:30 a.m. (IST) through video conferencing (‘VC’)/other audio-visual means (‘OAVM’) (hereinafter referred to as ‘e-AGM’) to transact the following business:

ORDINARY BUSINESS:

1. To consider and adopt the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2024, together with the reports of Board of Directors and Auditors thereon.

2. To confirm the payment of Interim Dividend of Rs. 6/- per equity share of face value of Re. 1/- each and to declare Final Dividend on equity shares for the financial year ended March 31, 2024.

3. To appoint a Director in place of Mr. Narayan K Seshadri (DIN: 00053563), who retires by rotation and being eligible, offers his candidature for re-appointment.

SPECIAL BUSINESS:

4. Ratification of remuneration payable to Cost Auditor for the financial year 2024-25

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

“RESOLVED THAT pursuant to provisions of Section 148(3) of the Companies Act, 2013 read with Companies (Audit and Auditors), Rules, 2014, approval of the shareholders be and is hereby accorded for the ratification of remuneration of ₹0.33 Million (Rupees three hundred thirty thousand only) plus applicable taxes and reimbursement of out of pocket expenses, as may be necessary for conducting an audit of cost records of the Company in respect of the Company’s products, if any, payable to M/s K.G. Goyal & Co., Cost Accountants, (Firm Regn. No.000017) appointed by the Board of Directors as Cost Auditor of the Company for the financial year 2024-25.”

5. Payment of commission to Non-Executive Directors of the Company for a period of next 5 years commencing from financial year 2024-25 within limits specified under Section 197 of the Companies Act, 2013

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

“RESOLVED THAT in supersession of the resolution passed by the shareholders on September 09, 2019 and pursuant to the provisions of Section 197, 198 and any other applicable provisions of the Companies Act, 2013 (‘the Act’) read with Rules made thereunder, Regulation 17 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), a sum not exceeding one percent per annum of the net profits of the Company calculated in accordance with the provisions of Section 198 of the Act, be paid to and distributed amongst the Directors of the Company or some or any of them (other than the Managing Director(s) and/or Whole-time Directors), in such amounts or proportions and in such manner and in all respects as may be decided and directed by the Board of Directors and such payments shall be made in respect of the profits of the Company for each financial year, for a period of five years commencing from financial year 2024-25 onwards.”

6. Payment of remuneration by way of commission to Mr. Narayan K Seshadri (DIN: 00053563), Non-Executive Non-Independent Chairperson

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

“RESOLVED THAT pursuant to Section 197, 198 and other applicable provisions of the Companies Act, 2013, if any, Rules made thereunder and Regulation 17(6)(ca) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consent of the shareholders be and is hereby accorded for the payment of remuneration by way of commission of ₹ 30 million for the financial year 2023-24 to Mr. Narayan K Seshadri (DIN: 00053563), Non-Executive Non-Independent Chairperson of the Company, exceeding 50% (fifty percent) of total annual remuneration payable to all Non-Executive Directors of the Company for the said financial year.”

By Order of the Board of Directors For PI Industries Limited

Date : May 21, 2024 Place : Mumbai

Sd/Sonal Ramanand Tiwari Company Secretary Membership No. A16638

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PI Industries Limited

NOTES :

• i. The Ministry of Corporate Affairs (‘MCA’) vide its various circulars issued from time to time have permitted the holding of the Annual General Meeting (‘AGM’) through VC/OAVM till September 30, 2024. Accordingly, the 77[th] AGM is being conducted through VC/OAVM, hereinafter called as ‘e-AGM’. For this purpose, the Company has availed the service of KFin Technologies Limited (‘KFin’), Registrar and Share Transfer Agents (‘RTA’) of the Company for providing facility for voting through remote e-voting, participation in the e-AGM through VC/OAVM facility and e-voting during the e-AGM. The procedure for participating in the meeting through VC/OAVM is explained at note no. xxix below. The attendance of the Members attending the e-AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013 (‘the Act’).

• ii. In terms of Sections 101 and 136 of the Act read with the rules made thereunder, Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations, 2015’) and in terms of MCA circular dated September 25, 2023 and Securities and Exchange Board of India (‘SEBI’) circular dated October 07, 2023, the listed companies may send the notice of e-AGM and the integrated annual report, including financial statements, Board report, etc. by electronic mode in case the meeting is conducted through VC/ OAVM. Accordingly, the Notice of the 77[th] e-AGM along with the Integrated Annual Report for the FY2024 is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/ Depositories. Members may note that the Notice of the 77[th] e-AGM and Integrated Annual Report for the FY2024 will also be available on the Company’s website at htps://www. piindustries.com/investor-relatons/co-go/annual-reports, 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 KFin at htps://evotng.kfntech.com. In this Notice, the term member(s) or shareholder(s) are used interchangeably.

• iii. The deemed venue of the e-AGM shall be the Registered Office of the Company situated at Udaisagar Road, Udaipur, Rajasthan-313001.

• iv. Pursuant to the provisions of the Act, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the Company. Since this AGM is being held through VC/OAVM, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the e-AGM. Hence, the Proxy Form and Attendance Slip are not annexed to this Notice.

• v. The Board of Directors has appointed Mr. Ashish K Friends, Company Secretary in Practice (FCS-5129 and CP No.4056), Proprietor, AK Friends & Co., Company Secretaries, Delhi, to act as the ‘Scrutinizer’ for scrutinizing the e-voting process in a fair and transparent manner. He has communicated his willingness to be appointed as such and will be available for the said purpose.

• vi. Corporate/Institutional Members (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned image (PDF/JPG format) of certified true copy of relevant board resolution/ authority letter etc. together with attested specimen signature of the duly authorised signatory (ies) who is/are authorised to attend the e-AGM on its behalf and to vote through remote e-voting, to the Scrutinizer through e-mail at akfriends38@yahoo.co.in and may also upload the same in the e-voting module in their login. The scanned image of the above documents should be in the naming format PIIND_8223.

• vii. The Explanatory Statement pursuant to Section 102 of the Act forms a part of this Notice. The Board of Directors, having deemed it as unavoidable, proposes to seek approval of members for business stated at Item no. 4, 5 and 6.

• viii. Brief details of the Director, who is proposed to be re-appointed, is annexed hereto as per requirements of Regulation 36(3) of the SEBI Listing Regulations, 2015 and Secretarial Standards on General Meetings.

• ix. The facility of joining the e-AGM will be opened 30 minutes before and will remain open up to 30 minutes after the scheduled start time of the e-AGM, i.e., from 10:00 a.m. (IST) and will be available for 1,000 members on a first-come-first-served basis. This rule would however not apply to participation of large shareholders (i.e., shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, auditors, etc.

• x. Institutional investors, who are members of the Company are encouraged to attend and vote at the 77[th] e-AGM of the Company.

• xi. An interim dividend at the rate of Rs. 6/- per equity share of face value of Re. 1/- each i.e., 600% declared by the Board of Directors at its meeting held on February 09, 2024, has been paid to all the eligible members as on February 21, 2024, being the record date for the purpose of said interim dividend. The Board of Directors has recommended a final dividend of Rs. 9/- per equity share of face value of Re. 1/- each i.e., 900 % for the financial year ended March 31, 2024, for the approval of shareholders at this e-AGM. Pursuant to the provisions of Section 91 of the Act and Regulation 42 of the SEBI Listing Regulations, 2015, the Company has fixed Tuesday, August 20, 2024, as the ‘Record Date’ for the purpose of determining the members eligible to receive final dividend for the financial year 2023-24.

• xii. Subject to the provisions of Section 126 of the Act, dividend on equity shares, if declared, at the e-AGM, will be credited/dispatched on or before September 20, 2024:

• a) to all those members holding shares in physical form, as per the details provided to the Company by KFin, as on closing hours on Tuesday, August 20, 2024, and

• b) to all those beneficial owners holding shares in electronic form, as per beneficial ownership details provided to the Company by National Securities Depository Ltd. (‘NSDL’) and Central Depository Services (India) Ltd. (‘CDSL’), as on closing hours on Tuesday, August 20, 2024.

• xiii. The Register of Members and Share Transfer Books of the Company will remain closed from August 21, 2024, to August 27, 2024, (both days inclusive) for the purpose of determining the names of Members eligible for dividend on equity shares, if declared at the e-AGM.

• xiv. SEBI, vide its circular dated 16 March 2023 read with circular dated 17 November 2023 mandated that the security holders (holding securities in physical form), whose folio(s) do not have PAN (Aadhar seeded) or choice of nomination or contact details or mobile number or bank account details or specimen signature updated, shall be eligible for payment of dividend in respect of such folios, only through electronic mode with effect from 1 April 2024, upon furnishing all the aforesaid details in entirety. Further, the Company will not dispatch the physical instrument such as banker’s cheque or demand draft for the payment of dividend to the members holding shares in physical form as on record date.

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As per the SEBI Listing Regulations, 2015 and pursuant to SEBI circular dated April 20, 2018, a listed entity shall use any electronic mode of payment approved by the Reserve Bank of India for making payment to the members. Accordingly, dividend, if declared will be paid through electronic mode, where the bank account details of the members are available. Where dividend is paid through electronic mode, intimation regarding such remittance will be sent separately to the members. In case of members holding shares in demat mode and where the dividend could not be processed through electronic mode, payment will be made through physical instrument such as banker’s cheque or demand draft incorporating bank account details of such members.

To ensure timely credit of dividend through electronic mode, members are requested to keep their latest bank account details updated with their respective Depository Participant (‘DPs’) and Company’s Registrar and Share Transfer Agent viz., KFin Technologies Limited (‘KFin’) in case they hold shares in physical mode.

• xv. SEBI has mandated that any service request from members holding securities in physical mode shall be entertained only upon registration of the PAN, KYC details and nomination. Moreover, to avail online services, the security holders can register mobile number and e-mail ID. Members are requested to submit Form ISR-1 duly filled and signed along with self-attested copy of the PAN card and such other documents as prescribed in the Form, to register or update:

• a. PAN, KYC details and nomination;

• b. E-mail address to receive communication through electronic means, including Integrated Annual Report and Notice and other communications.

The said Form is available on the Company’s website at htps://www.piindustries.com/investor-relatons/sh-ce/Forms and on the website of KFin at htps://ris.kfntech.com/clientservices/isc/default.aspx#isc_download_hrd. Members have an option to submit the duly filled Form ISR-1 in person at any of the branches of KFin, details of which are available at htps://www.kfntech.com/contact-us/ or submit e-signed form online along with requisite documents by accessing the link htps://ris.kfntech.com/clientservices/isc/default.aspx# or physical forms can be sent through post at following address:

KFin Technologies Ltd.

Unit: PI Industries Ltd.,

Selenium Building, Tower-B, Plot No 31 & 32,

Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddi, Telangana, India - 500032

Members holding shares in dematerialized mode, who have not registered/updated their aforesaid details are requested to register/update the same with the respective depository participants (‘DPs’).

• xvi. SEBI vide its circular dated January 25, 2022, has mandated that the listed companies shall henceforth issue the securities in dematerialised form only, while processing service requests such as issue of duplicate share certificates, transmission, transposition, etc. Accordingly, members who still hold shares in physical form are advised to dematerialise their holdings.

xvii. In case of joint holders, the member 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.

xviii. Inspection of documents:

In accordance with the MCA circulars, following registers along with other documents referred in the Notice will be made accessible for inspection through electronic mode and shall remain open and be accessible to any member during the continuance of the meeting.

• a. Register of contracts or arrangements in which directors are interested under Section 189 of the Act.

• b. Register of directors and key managerial personnel and their shareholding under Section 170 of the Act.

• c. Certificate from Secretarial Auditor of the Company certifying that the Employee Stock Option Scheme of the Company is being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

• xix. For ease of conduct, members who would like to ask questions/express their views on the items of the businesses to be transacted at the meeting can send in their questions/comments in advance at investor@piind.com or by log in to htps://emeetngs.kfntech.com/ and clicking on the tab ‘Post your Queries’ during the period starting from 09:00 AM (IST) August 22, 2024 till 05:00 PM (IST) August 23, 2024 mentioning their name, DP ID Client ID/Folio no., e-mail ID, mobile number, etc. The queries may be raised precisely and in brief to enable the Company to answer the same suitably depending on the availability of time at the meeting.

• xx. During the e-AGM, the Chairperson shall, after responding to the questions raised by the members in advance, formally propose to vote on the resolutions as set out in the Notice of the e-AGM and announce the start of the casting of vote through the e-voting system. After the members participating through VC/OAVM facility, eligible and interested to cast votes, have cast the votes, the e-voting will be closed with the formal announcement of closure of the e-AGM.

• xxi. The Scrutinizer shall, immediately after the conclusion of voting at the e-AGM, first count the votes cast at 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 a consolidated Scrutinizers’ report of the total votes cast in favour or against, if any, within prescribed timelines and provide the same to the Chairperson of the Company or any officer of the Company authorised by him in writing, who shall countersign the same and declare the result thereof.

• xxii. The results declared along with the Scrutinizer’s report shall be placed on the Company’s website at htps://www.piindustries.com/investorrelatons/sh-ce/Annual-General-Meetng and on the website of KFin at htps://evotng.kfntech.com immediately after the declaration of results by the Chairperson or any officer of the Company authorized by him. The results will simultaneously be communicated to the Stock Exchanges, where the equity shares of the Company are listed. The resolutions shall be deemed to be passed at the e-AGM of the Company.

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PI Industries Limited

• xxiii. In terms of Section 124(5) of the Act, final dividend amount for FY 2016-17 remaining unclaimed for a period of 7 years shall become due for transfer in October 2024 to the Investor Education and Protection Fund (‘IEPF’) established by the Central Government. Further, in terms of Section 124(6) of the Act, in case of such members whose dividends are unpaid for a consecutive period of 7 years, the corresponding shares shall also be transferred to the IEPF’s demat account. Members who have not claimed dividends from FY 2016-17 onwards have been requested to approach the Company/KFin for claiming the same as early as possible, to avoid transfer of the relevant shares to the IEPF’s demat account.

• xxiv. To enable compliance with TDS requirements pursuant to Finance Act, 2020, Members are requested to complete and / or update their Residential Status, PAN, Category as per the Income-tax Act, 1961 with their DPs or in case shares are held in physical form, with the Company by sending email to the Company’s email address at investor@piind.com. For details, members may refer to the ‘Communication on TDS on Dividend Distribution’ appended to this e-AGM Notice.

• xxv. For more details on shareholders’ matters, please refer to the chapter on ‘General Shareholder Information’, included in the Integrated Annual Report.

xxvi. Since the meeting will be conducted through VC/OAVM facility, the route map is not annexed to this Notice.

• xxvii. In case a person becomes a member of the Company after dispatch of the Notice of the 77[th] e-AGM and is a member as on the cut-off date for e-voting, i.e. Tuesday, August 20, 2024, such person may obtain the User ID and Password from KFin by e-mail request on evotng@ kfntech.com from its registered e-mail ID. In case the e-mail ID is not registered, such member may, subject to procedure listed out at note no. xv. to obtain the necessary details.

• xxviii. This Notice is being sent to all the members whose names appear as on July 26, 2024, in the Register of Members or in the Register of beneficial owners as received from KFin.

xxix. The instructions for members for remote e-voting and joining annual general meeting are as under:

• a. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations, 2015 and in terms of SEBI circular no. SEBI/HO/CFD/ CMD/ CIR/P/2020/242 dated December 9, 2020 in relation to e-voting facility provided by listed entities, the members are provided with the facility to cast their vote electronically, through the e-voting services provided by KFin. Further, pursuant to the aforesaid circular issued by SEBI on ‘e-voting facility provided by listed companies’, e-voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.

• b. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (‘ESP’) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-voting facility.

• c. Members can cast their vote online from 09:00 AM (IST), August 23, 2024 till 05:00 PM (IST), August 26, 2024. Voting beyond the said date shall not be allowed and the remote e-voting facility shall be blocked. 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, being August 20, 2024. A person who is not a member as on the cut-off date should treat this Notice for information purpose only.

• d. Any person holding shares in physical form and non-individual shareholders, who acquire shares of the Company and becomes a member of the Company after sending of the Notice and holding shares as on the cut-off date, may obtain the login ID and password by sending a request from their registered email ID at htps://evotng.kfntech.com or Toll free number 1800 309 4001. However, if he / she is already registered with KFin for remote e-voting then he /she can use his / her existing User ID and password for casting the vote.

• e. In case of individual shareholders holding securities in demat mode and who acquires shares of the Company and becomes a member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under ‘Login method for remote e-voting and joining virtual meeting for individual shareholders holding securities in Demat mode.’

• f. The details of the process for remote e-voting or joining and voting in e-AGM are explained herein below:

a. Login method for remote e-voting in case of individual shareholders holding shares in demat mode.

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Type of shareholders Login Method
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Individual Shareholders holding securites in Demat mode with NSDL A. 1. 2. 3. B.

User already registered for NSDL IDeAS facility: Open web browser and type the following URL:htps://eservices.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the ‘Benefcial Owner’ icon under ‘Login’ which is available under ‘IDeAS’ secton. A new screen will open. Enter your User ID and Password. Afer successful authentcaton, you will be able to see e-votng services. Click on ‘Access to e-votng’ under e-votng services and you will be able to see e-votng page. Click on optons available against Company name or e-votng service provider –KFinand you will be re-directed to e-votng service provider website for castng your vote during the remote e-votng period. User not registered for IDeAS e-Services: Opton to register is available at htps://eservices.nsdl.com.Select ‘Register Online for IDeAS’ Portal or click at htps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp and proceed with completng the required felds. Afer successful registraton, please follow the steps given above to cast your vote.

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Type of shareholders Login Method
C. By visiting the e-voting website of NSDL:
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		1. Visit the e-votng website of NSDL. Open web browser and type the following URL:htps://www.evotng. nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-votng system is launched, click on the icon ‘Login’ which is available under ‘Shareholder/Member’ secton.
		2. A new screen will open. Enter your User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verifcaton Code as shown on the screen. Afer successful authentcaton, you will be redirected to NSDL Depository site wherein you can see e-votng page.
		3. Click on optons available against Company name or e-votng service provider –KFinand you will be redirected to e-votng service provider website for castng your vote during the remote e-Votng period.
	D.	NSDL Speede
		Shareholders/Members can also download NSDL Mobile App ‘NSDL Speede’ facility by scanning the QR code
Individual Shareholders holding securites in Demat mode with CDSL	A.	mentoned below for seamless votng experience. Existng user who have opted for Easi/Easiest: 1. Shareholders can login through their existng user ID and password. Opton will be made available to reach e-votng page without any further authentcaton. Open web browser and type:www.cdslindia.comand
		click on login icon and select New System Myeasi.
		2. Afer successful login of Easi/Easiest the user will be also able to see the e-votng Menu. The menu will have links of e-votng service provider i.e. KFin Technologies Limited. Click on e-Votng Service Provider,
		i.e., KFin to cast your vote.
	B. C.	User not opted for Easi/Easiest: Opton to register for Easi/Easiest is available at CDSL websitewww.cdslindia.com, proceed with completng the required felds. Afer successful registraton, please follow the steps given above to cast your vote. By visitng the e-votng website of CDSL: 1. The user can directly access e-votng page by providing Demat Account Number and PAN No. from a link in www.cdslindia.com.The system will authentcate the user by sending OTP on registered Mobile & e-mail id as recorded in the Demat Account. 2. Afer successful authentcaton, user will be able to see the e-votng opton where the e-votng is in progress and will also be able to directly access the system of e-Votng Service Provider, i.e., KFin.
Individual Shareholders (holding securites	1.	Shareholders can also login using the login credentals of their demat account through their Depository Partcipant registered with NSDL/CDSL for e-votng facility. Afer logging, you will be able to see e-votng opton.
in demat mode) logging through their depository partcipant(s)	2. 3.	Once you click on e-votng opton, you will be redirected to NSDL/ CDSL website afer successful authentcaton, wherein you can see e-votng feature. Click on optons available against Company name or e-votng service provider-KFinand you will be redirected to e-votng service provider website for castng your vote during the remote e-votng period.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID or Forgot Password option available at abovementioned websites.

For Technical Assistance:

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

Members facing any technical issue - NSDL

Members facing any technical issue - CDSL

Email: evotng@nsdl.co.in Email: helpdesk.evotng@cdslindia.com Toll free no.: 1800 1020 990 or 1800 22 44 30 Phone No.: 022- 23058738 or 22-23058542-43

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b. Login method for Members other than individuals holding shares of the Company in demat mode and all Members holding shares of the Company in physical mode:

Members whose email IDs are registered with the Company/ Depository Participant (s), will receive an email from KFin which will include details of E-Voting Event Number (EVEN: 8223), USER ID and password. They will have to follow the following process:

• i. Launch internet browser and type the URL: htps://evotng.kfntech.com in the address bar.

• ii. Enter the login credentials i.e. User ID and password mentioned in your email. In case of physical folio, the User ID will be EVEN (E-Voting Event Number), followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFin for e-voting, you can use your existing User ID and password for casting the vote.

• iii. After entering the correct details, click on LOGIN.

• iv. You will now reach the password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• v. You need to login again with the new credentials.

• vi. On successful login, the system will prompt you to select the ‘EVENT’ i.e., ‘PI INDUSTRIES LIMITED- AGM’ and click on ‘Submit’

• vii. On the voting page, the number of shares (which represents the number of votes) held by you as on the cut-off date will appear. If you desire to cast all the votes assenting/dissenting to the resolution, enter all shares and click ‘FOR’/ ‘AGAINST’ as the case may be or partially in ‘FOR’ and partially in ‘AGAINST’, but the total number in ‘FOR’ and/or ‘AGAINST’ taken together should not exceed your total shareholding as on the cut-off date. You may also choose the option ‘ABSTAIN’, in which case, the shares held will not be counted under either head.

viii. Members holding multiple folios/ demat accounts shall choose the voting process separately for each folio/ demat accounts.

• ix. Cast your votes by selecting an appropriate option and click on ‘SUBMIT’. A confirmation box will be displayed. Click ‘OK’ to confirm, else ‘CANCEL’ to modify. Once you confirm, you will not be allowed to modify your vote subsequently. During the voting period, you can login multiple times till you have confirmed that you have voted on the resolution(s).

c. Access to join e-AGM of the Company on KFin system to participate and vote at the e-AGM

• i. Members will be provided with a facility to attend the AGM through VC / OAVM or view the live webcast platform provided by KFin at htps://emeetngs.kfntech.com/ by using the remote e-voting login credentials provided in the email received from the Company/KFin. After logging in, click on the Video Conference tab and select the EVEN: 8223 of the Company. Click on the video symbol and accept the meeting etiquettes to join the meeting. 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 above.

• ii. Members will be required to grant access to the webcam to enable VC/ OAVM. Further, members 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.

• iii. The members who have not cast their vote through remote e-voting shall be eligible to cast their vote through e-voting system available during the e-AGM. E-voting during the e-AGM is integrated with the VC / OAVM platform. The members may click on the voting icon displayed on the screen to cast their votes. Members who have voted through remote e-voting will still be eligible to attend the e-AGM.

• iv. A member can opt for only single mode of voting i.e., through remote e-voting or voting at the e-AGM. If a member casts votes by both modes, then voting done through remote e-voting shall prevail and vote at the e-AGM shall be treated as invalid. Once the vote on a resolution(s) is cast by the member, the member shall not be allowed to change it subsequently.

• v. Voting at e-AGM will be kept open till 30 minutes of the end of the e-AGM.

• vi. A video guide assisting the members attending e-AGM either as a speaker or participant is available for quick reference at URL htps:// emeetngs.kfntech.com/, under the “e-AGM Tutorial” tab placed on top of the page.

GENERAL INSTRUCTIONS

• i. Speaker Registration: The members who wish to speak during the meeting may register themselves as speakers for the e-AGM to express their views. They can send an email at investor@piind.com or visit htps://emeetngs.kfntech.com/ and login through the user ID and password provided in the mail received from KFin. On successful login, select ‘Speaker Registration’ which will be open from 09:00 AM (IST) August 22, 2024 till 05:00 PM (IST) August 23, 2024. Members shall be provided a ‘queue number’ before the meeting. The Company reserves the right to restrict the speakers at the e-AGM to only those members who have registered themselves, depending on the availability of time for the e-AGM.

• ii. In case of any query and/or grievance, in respect of voting by electronic means, members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of htps://evotng.kfntech.com (KFin Website) or contact Ms. C Shobha Anand, at shobha.anand@kfntech.com or call KFin’s toll free No. 1-800-309-4001 for any further clarifications.

By Order of the Board of Directors For PI Industries Limited

Sd/Sonal Ramanand Tiwari

Date: May 21, 2024 Place: Mumbai

Company Secretary Membership No. A16638

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No.4: Ratification of remuneration payable to Cost Auditor for the financial year 2024-25

Section 148(3) of the Companies Act, 2013 read with Companies (Audit and Auditors), Rules, 2014 require the Board to appoint an individual, who is a cost accountant or a firm of cost accountants, as Cost Auditor on the recommendations of the Audit Committee, which shall also recommend remuneration for such Cost Auditor and such remuneration shall be considered and approved by the Board of Directors and subsequently ratified by the shareholders.

M/s K.G. Goyal & Co., Cost Accountants (Firm Registration No. 000017) have furnished a certificate regarding their eligibility for re-appointment as Cost Auditors of the Company. They have vast experience in the field of cost audit and have conducted the audit of the cost records of the Company for previous years under the provisions of the Act. The Board of Directors, at their meeting held on May 21, 2024, on recommendation of the Audit Committee, approved the re-appointment of M/s K.G. Goyal & Co., Cost Accountants, as the Cost Auditor of the Company for the financial year 2024-25 at an audit fee of ₹0.33 Million (Rupees three hundred thirty thousand only) plus taxes and out of pocket expenses as may be necessary for carrying out cost audit of the Company.

The resolution contained in Item No. 4 of the Notice, accordingly, seeks members’ ratification for the remuneration of Cost Auditor of the Company for the financial year 2024-25.

None of the Directors or Key Managerial Personnel or their relatives are directly or indirectly concerned or interested, financially or otherwise, except to the extent of their respective shareholding, if any, in the resolution as set out at Item no.4 of the Notice.

The Board recommends this ordinary resolution set out in Item no. 4 of the Notice for consideration and approval of the members.

Item No. 5: Payment of commission to Non-Executive Directors of the Company for a period of next 5 years commencing from financial year 2024-25 within limits specified under Section 197 of the Companies Act, 2013

The shareholders at the 72[nd] AGM held on September 09, 2019, approved by way of a Special Resolution under Section 197 & 198 of the Act, the payment of remuneration by way of commission to the Non-Executive Directors of the Company, of a sum not exceeding one percent per annum of the net profits of the Company calculated in accordance with the provisions of Section 198 of the Act, be paid to and distributed amongst the Directors of the Company or some or any of them (other than the Managing Director(s) and/or Whole-time Directors), in such amounts or proportions and in such manner and in all respects as may be decided and directed by the Board of Directors and such payments shall be made in respect of the profits of the Company for each financial year, for a period of five years commencing April 01, 2024.

Considering the rich experience and expertise brought to the Board by the Non-Executive Directors, it is proposed that remuneration not exceeding one per cent of the net profits of the Company, calculated in accordance with Section 198 of the Act, be continued to be paid and distributed amongst the Non-Executive Directors of the Company in accordance with the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company, for each financial year commencing from April 01, 2024. The payment of commission would be in addition to the sitting fees payable for attending the Meetings of the Board and Committees thereof.

Except Mr. Mayank Singhal, Vice Chairperson & Managing Director and Mr. Rajnish Sarna, Joint Managing Director, all the Directors of the Company are interested in the resolution as set out at Item no. 5 of the Notice to the extent of commission that may be received by them.

The Board recommends this ordinary resolution set out in Item no. 5 of the Notice for approval of the members.

Item No. 6: Payment of remuneration by way of commission to Mr. Narayan K Seshadri (DIN: 00053563), Non-Executive Non-Independent Chairperson

The shareholders at the 72[nd] AGM held on September 09, 2019, had approved the payment of remuneration by way of commission to NonExecutive Directors of the Company not exceeding one per cent of the net profits of the Company for the relevant financial year. In line with the Nomination and Remuneration Policy of the Company, the compensation to the Non-Executive Directors takes the form of commission on profits. Though shareholders have approved payment of commission up to one per cent of net profits of the Company for each year, the actual commission paid to the Non-Executive Directors is restricted to a fixed sum within the above limit. This sum is reviewed at the end of financial year after taking into consideration various factors such as business/ financial performance of the Company, activities handled /supervised, time spent for attending to the affairs and business of the Company, extent of responsibilities shouldered by each Director and evaluation of performance made by the Board. Keeping in view all these factors, a considerable amount of time has been spent by Mr. Narayan K Seshadri with exceptional contribution in the overall growth for the organization through strategic meetings held during the year evaluating various M&A opportunities, reviewing the business with leadership team, mentoring the leadership team, member of steering committees i.e., Audit Committee, Nomination and Remuneration Committee, Risk Management Committee and M&A Committee, the duties and responsibilities of Mr. Seshadri have increased manifold. Accordingly, a higher amount of commission has been proposed for Mr. Seshadri, Chairperson for devoting his valuable time to the organisation. Accordingly, the Board of Directors on the recommendation(s) of Nomination and Remuneration Committee has approved a higher amount of commission to be paid to him in the capacity of Non-Executive Chairperson as compared to other Non-Executive Directors.

Under his Chairpersonship, the Company’s revenue has grown from Rs. 33,068 Million to Rs. 71,454 Million in a span of 5 years. Pursuant to Regulation 17(6)(ca) of SEBI Listing Regulations, 2015, the approval of shareholders by special resolution is required to be obtained every year, in which the annual remuneration payable to a single Non-Executive Director exceeds fifty per cent of the total annual remuneration payable to all Non-Executive Directors.

Considering the role that he is expected to play, the Board believes that the remuneration payable to Mr. Seshadri commensurate with the efforts and the time spent by him on behalf of the Company. Accordingly, the Board has recommended remuneration by way of commission payable to him for the financial year ended March 31, 2024, in excess of fifty per cent of the total annual remuneration payable to all Non-Executive Directors of the Company and accordingly recommends passing of resolution at item no. 6 for approval of the shareholders as a Special Resolution.

Except Mr. Seshadri, none of the Directors, Key Managerial Personnel or their relatives are directly or indirectly concerned or interested, financially or otherwise, except to the extent of their respective shareholding, if any, in the resolution as set out at Item no.6 of the Notice.

By Order of the Board of Directors For PI Industries Limited

Date: May 21, 2024 Place: Mumbai

Sd/Sonal Ramanand Tiwari Company Secretary Membership No. A16638

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PI Industries Limited

Annexure- A

Disclosure relating to Director pursuant to Regulation 36(3) of the SEBI Listing Regulations, 2015 and Clause 1.2.5 of the Secretarial Standards on General Meetings:

Name of the Director	Mr. Narayan K Seshadri
DIN	00053563
Age	67 years
Date of Birth	April 13, 1957
Qualifcaton	Chartered Accountant
Experience	Over 42 years of experience
Brief resume and nature of their expertse in specifc functonal areas	Mr. Narayan K Seshadri, with more than 42 years of distnguished corporate career, is a qualifed Chartered Accountant who had started his business, consultancy career with Arthur Anderson. Joining KPMG aferwards, Mr. Seshadri rose to the positon of Managing Partner of its business advisory practce in India. Mr. Seshadri had also worked with some large Fortune 500/ FTSE 100 companies to small start-ups in various internatonal jurisdictons. He is also on the Board of many prominent Indian Companies such as AstraZeneca Pharma India Ltd., SBI Life Insurance Co. Ltd., Max Healthcare Insttute Ltd., TVS Supply Chain Solutons Limited, etc. He is the founder and also serves as a board member of Tranzmute Capital & Management Pvt. Ltd., which provides new ideas on management and capital structuring to frst generaton entrepreneurs and family businesses. Mr. Seshadri was among the earliest private sector fnance professionals to spot the opportunity in buying out troubled companies and reviving them. He was the member of Andersen’s Global CEO Advisory Council, the only Indian partner to hold such a positon. Mr. Seshadri has been associated with the Company since 2006, he took the reigns as Chairperson of the Company with efect from October 5, 2016. During his tenure the Company has benefted signifcantly from Mr. Seshadri’s expertse and experience across multple disciplines from fnancial, legal and regulatory, risk management, corporate governance and human capital management. Furthermore, he has played a pivotal role in setng the strategic directon and growth plan while overseeing the Group’s businesses policies and ensuring high governance standards.
Terms and conditon of appointment / Re- appointment	Appointed as a Director liable to retre by rotaton
Last drawn remuneraton	The details of remuneraton paid to him for FY 23-24 is provided in the annual return. The same can be accessed at htps://www.piindustries.com/investor-relatons/co-go/annual-return
Remuneraton proposed to be paid	He will be eligible for payment of sitng fee and commission, as approved by the Board of Directors in accordance with the Nominaton and Remuneraton Policy of the Company.
Date of frst appointment on the Board	January 27, 2006
Shareholding in the Company as on 31.03.2024	4,84,259 equity shares of Re.1/- each (0.32%)
Disclosure of inter-se relatonship with other Directors, Manager and other Key Managerial Personnel	None
No. of Meetngs of Board atended during the year	7 (seven)
Names of the listed Companies in which person holds Directorship	1. PI Industries Limited 2. AstraZeneca Pharma India Limited 3. SBI Life Insurance Company Limited 4. Max Healthcare Insttute Limited 5. TVS Supply Chain Solutons Limited
Names of listed companies in which person ceased to be a Director in past three years	1. Kalpataru Projects Internatonal Limited

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• Chairpersonship/ 1. PI Industries Limited committee • Audit Committee - Member

• membership of listed companies •

  • Nomination and Remuneration Committee - Member

  • Risk Management Committee - Member

  • M&A Committee - Member

2. AstraZeneca Pharma India Limited

  - Audit Committee - Member

  - Nomination and Remuneration Committee- Member

3. SBI Life Insurance Company Limited

  - Audit Committee - Chairperson

  - Nomination and Remuneration Committee - Chairperson

  - Investment Committee - Chairperson

  - Policyholder Protection Committee - Chairperson

  - Risk Management Committee - Member

  - Corporate Social Responsibility Committee - Member

4. TVS Supply Chain Solutions Limited

  - Audit Committee - Chairperson

  - Nomination and Remuneration Committee - Member

5. Max Healthcare Institute Limited

  - Risk Management Committee - Chairperson

  - IT Strategy Committee - Member

  - Debenture Committee - Member

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PI Industries Limited

COMMUNICATION ON TAX DEDUCTION AT SOURCE (‘TDS’) ON DIVIDEND DISTRIBUTION

As you may be aware w.e.f. 1[st] April 2020, Dividend Distribution Tax u/s 115-O of the Income-tax Act, 1961 (‘the IT Act’) payable by domestic companies on declaration of dividend has been abolished. Pursuant to this amendment and certain consequential amendments brought vide Finance Act, 2020, the Company would be under an obligation to TDS in accordance with the provisions of the IT Act, from dividend distributed on or after 1[st] April 2020.

Please take note of the below TDS provisions and information/document requirements for each shareholder:

Section 1: For all members - Details that should be completed and /or updated, as applicable

All members are requested to ensure that the below details are completed and/or updated, as applicable, in their respective demat account/s maintained with the Depository Participant/s; or in case of shares held in physical form, with the Company, by August 14, 2024. Please note that these details as available on book closure date in the Register of Members/ Register of Beneficial Ownership will be relied upon by the Company, for the purpose of complying with the applicable TDS provisions:

• i. Valid Permanent Account Number (PAN);

• ii. Residential status as per the IT Act i.e. Resident or Non-Resident for FY2024-25;

• iii. Category of the member:

• Mutual Fund

• Insurance Company

• Alternate Investment Fund (AIF) Category I and II

• AIF Category III

• Government (Central/State Government)

• Foreign Portfolio Investor (FPI) /Foreign Institutional Investor (FII): Foreign Company

• FPI/FII: Others (being Individual, Firm, Trust, AJP, etc.)

• Individual

• Hindu Undivided Family (HUF)

• Firm

• Limited Liability Partnership (LLP)

• Association of Persons (AOP), Body of individuals (BOI) or Artificial Juridical Person (AJP)

• Trust

• Domestic company

• Foreign company;

• iv. Email Address;

• v. Address with PIN code;

• vi. Mobile number;

• vii. Bank account details;

Following additional documents are to be submitted by the shareholders holding shares in physical form:

• viii. Scanned copy of cancelled cheque leaf of the above-mentioned bank account (In case, the cancelled cheque leaf does not bear your name, please attach a copy of the bank pass-book statement, duly self-attested); and

• ix. Self-attested copy of your PAN card.

Section 2: TDS provisions and documents required, as applicable for relevant category of Members

Members are requested to take note of the TDS rates and document/s, if any, required to be submitted to the Company by August 14, 2024, for their respective category, in order to comply with the applicable TDS provisions.

• A. For resident members:

• i. Mutual Funds: No TDS is required to be deducted as per section 196(iv) of the IT Act subject to specified conditions. Self-attested copy of valid SEBI registration certificate needs to be submitted.

• ii. Insurance companies: No TDS is required to be deducted as per section 194 of the IT Act subject to specified conditions. Self-attested copy of valid IRDA registration certificate needs to be submitted.

• iii. Category I and II Alternative Investment Fund: No TDS is required to be deducted as per section 197A (1F) of the IT Act subject to specified conditions. Self-attested copy of valid SEBI registration certificate needs to be submitted.

• iv. Recognised Provident funds: No TDS is required to be deducted as per Circular No.18/2017 subject to specified conditions. Selfattested copy of a valid order from Commissioner under Rule 3 of Part A of Fourth Schedule to the IT Act, or Self-attested valid documentary evidence (e.g. relevant copy of registration, notification, order, etc.) in support of the provident fund being established under a scheme framed under the Employees’ Provident Funds Act, 1952 needs to be submitted.

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• v. Approved Superannuation fund: No TDS is required to be deducted as per Circular No.18/2017 subject to specified conditions. Selfattested copy of valid approval granted by Commissioner under Rule 2 of Part B of Fourth Schedule to the IT Act needs to be submitted.

• vi. Approved Gratuity Fund: No TDS is required to be deducted as per Circular No.18/2017 subject to specified conditions. Self-attested copy of valid approval granted by Commissioner under Rule 2 of Part C of Fourth Schedule to the IT Act needs to be submitted.

• vii. National Pension Scheme: No TDS is required to be deducted as per Section 197A (1E) of the IT Act.

viii. Government (Central/State): No TDS is required to be deducted as per Section 196(i) of the IT Act.

• ix. Any other entity entitled to exemption from TDS: Valid self-attested documentary evidence (e.g. relevant copy of registration, notification, order, etc.) in support of the entity being entitled to exemption from TDS needs to be submitted.

• x. Other resident members:

  • a. TDS is required to be deducted at the rate of 10% under u/s 194 of the IT Act.

  • b. No TDS is required to be deducted, if aggregate dividend distributed or likely to be distributed during the financial year to individual shareholder does not exceed Rs.5000/-

  • c. Normal dividend/s declared in the preceding financial year 2023-24 would be considered as the basis to determine applicability of the said threshold for the entire financial year.

  • d. No TDS is required to be deducted on furnishing of valid Form 15G (for individuals, with no tax liability on total income and income not exceeding maximum amount which is not chargeable to tax) or Form 15H (for individual above the age of 60 years with no tax liability on total income).

  • e. TDS is required to be deducted at the rate of 20% u/s 206AA of the IT Act, if valid PAN of the shareholder is not available. TDS is required to be deducted at the rate prescribed in the lower tax withholding certificate issued u/s 197 of the Act, if such valid certificate is provided.

• B. For non-resident members:

• i. FPI and FII: TDS is required to be deducted at the rate of 20% (plus applicable surcharge and cess) u/s 196D of the IT Act.

• ii. Any entity entitled to exemption from TDS: Valid self-attested documentary evidence (e.g. relevant copy of registration, notification, order, etc. by Indian tax authorities) in support of the entity being entitled to exemption from TDS needs to be submitted.

• iii. Other non-resident members:

  • a) TDS is required to be deducted at the rate of 20% (plus applicable surcharge and cess) u/s 195 of the IT Act.

  • b) Shareholder may be entitled to avail lower TDS rate as per Double Tax Avoidance Treaty (DTAA) between India and the country of tax residence of the shareholder, on furnishing the below specified documents:

    1. Self-attested copy of PAN;

    2. Self-attested copy of valid Tax Residency Certificate (TRC) obtained from the tax authorities of the country of which the shareholder is a resident;

    3. Self-declaration in Form 10F filed on Income tax portal; and

    4. Self-declaration on letterhead of having no Permanent Establishment in India, Beneficial ownership of shares and eligibility to claim treaty benefits.

  • c) TDS is required to be deducted at the rate prescribed in valid lower tax withholding certificate issued u/s 197 of the IT Act, if such valid certificate is provided.

TDS to be deducted at higher rate in case of non-linkage of PAN with Aadhaar

As per Section 139AA of the Act, every person who has been allotted a PAN and who is eligible to obtain Aadhaar, shall be required to link the PAN with Aadhaar. In case of failure to comply to this, the PAN allotted shall be deemed to be invalid/inoperative and tax shall be deducted at the rate of 20% as per the provisions of section 206AA of the IT act. The Company will be using online functionality of the Income-tax department for the above purpose and no claim shall lie against the Company for such taxes deduction. If you have not linked your PAN with Aadhaar, kindly do so, to avoid higher tax deduction.

TDS to be deducted at higher rate in case of ‘Specified person’

TDS is required to be deducted at the rates specified u/s 206AB of the IT Act, if dividend is payable to ‘specified person’ and tax shall be deducted at higher of the following rates namely:

• At twice the rate specified in the relevant provision of the IT act

• At twice the rate or rates in force; or

• At the rate of five percent

For the purpose of section 206AB, the term ‘specified person’ means:

“A person who has not furnished the return of income for the assessment year relevant to the previous year immediately preceding the financial year in which tax is required to be deducted, for which the time limit for furnishing the return of income under sub-section (1) of section 139 has expired and the aggregate of tax deducted at source and tax collected at source in his case is rupees fifty thousand or more in the said previous year. Provided that the term specified person shall not include a non-resident who does not have a permanent establishment in India.”

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PI Industries Limited

If the provisions of section 206AA is applicable to a specified person, in addition to the provision of this section, the tax shall be deducted at higher of the two rates provided in this section and in section 206AA.

Details and / or documents as mentioned above in Section 1 and Section 2, as applicable to the member, need to be sent, duly completed and signed, through registered email address of the member with PAN being mentioned in the subject of the email to reach investor@piind.com by August 14, 2024. Please note that no communication in this regard, shall be accepted post August 14, 2024.

Section 3: Other general information for the members

• i. For all self-attested documents, members must mention on the document “certified true copy of the original”. For all documents being sent / accepted by email, the member undertakes to send the original document/s on the request by the Company.

• ii. In case, the dividend income is assessable to tax in the hands of a person other than the registered member as on the book closure date, the registered member is required to furnish a declaration containing the name, address, PAN of the person to whom TDS credit is to be given and reasons for giving credit to such person.

• iii. TDS deduction certificate will be sent to the members’ registered email address in due course.

• iv. Surcharge rates applicable for financial year 2024-25 for non-residents:

• a. Individual, HUF, AOP, BOI, AJP, Trust

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

Dividend Income Rate
Upto Rs. 50 lakhs NIL
Income exceeds Rs. 50 lakhs but does not exceed Rs. 1 crore 10%
Income exceeds Rs. 1 crore 15%
b. Co-operative society or Firm, registered under applicable Indian law
Aggregate Income Rate
Income exceeds Rs. 1 crore 12%
c. Foreign company
Dividend Income Rate
Income exceeds Rs. 1 crore but does not exceed Rs.10 crores 2%
Income exceeds Rs. 10 crore 5%
----- End of picture text -----

• v. Normal dividend/s declared in the preceding financial year 2023-24 would be considered as the basis to determine applicability of the surcharge rate.

• vi. Health and Education Cess of 4% is applicable for financial year 2024-25 for non-residents.

• vii. Application of TDS rate is subject to necessary due diligence and verification by the Company of the shareholder details as available in Register of Members on the Book Closure Date, documents, information available in public domain, etc. In case of ambiguous, incomplete or conflicting information, or the valid information/documents not being provided, the Company will arrange to deduct tax at the maximum applicable rate.

• viii. In case TDS is deducted at a higher rate, an option is still available with the shareholder to file the return of income and claim an appropriate refund, if eligible.

• ix. In the event of any income tax demand (including interest, penalty, etc.) arising from any misrepresentation, inaccuracy or omission of information provided / to be provided by the member/s, such member/s will be responsible to indemnify the Company and also, provide the Company with all information / documents and co-operation in any appellate proceedings.

Note : Above communication on TDS sets out the provisions of law in a summary manner only and does not purport to be a complete analysis or listing of all potential tax consequences. Shareholders should consult with their own tax advisors for the tax provisions applicable to their particular circumstances.

(Refer Section 2(II)(iii)(b)(4) of above Communication on TDS on Dividend Distribution)

Kindly refer to the below links to download the format of any of the above-mentioned forms or declarations:

Click here to download - Form 15H

Click here to download - Form 15G

Click here to download - Form 10F

Click here to download - Procedure to file Form 10F

Click here to download - Self declaration (Non-resident shareholder)

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