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S.A.L. Steel Ltd. Proxy Solicitation & Information Statement 2026

Apr 17, 2026

61925_rns_2026-04-17_94738189-05e4-4125-8383-60d9e1842ccc.pdf

Proxy Solicitation & Information Statement

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Corp. Office: Shah Alloys Corporate House, Sola-Kalol Road, Santej, Ta. Kalol, Dist. Gandhinagar-382721 Reg. Office : 5/1, Shreeji House, 5 Floor, B/h. M. J. Library, Ashram Road, Ahmedabad-380006, India et 562 -G €55, o= Phone: 02764-352929, E-Mail: [email protected] b s

17.04.2026

To,

Phiroze Jeejeebhoy Tower, INDIA LIMITED

BSE LIMITED NATIONAL STOCK EXCHANGE OF Dalal Street, Exchange Plaza, Plot No C/1, G-Block, Mumbai — 400001 Bandra — Kurla Complex, Bandra (E), Mumbai — 400051

BSE Scrip Code: 532604 NSE Symbol: SALSTEEL

Sub: Postal Ballot Notice - Disclosure under Regulations 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

In Compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby enclose the Postal Ballot Notice along with Explanatory Statement which is being sent to the Members for seeking approval on items of special business as mentioned in the said notice:

In compliance with the circulars issued by the Ministry of Corporate Affairs ("MCA") and Securities and Exchange Board of India ("SEBI") from time to time, this Notice is being sent only through electronic mode to those members whose e-mail addresses are registered with Kfin Technologies Limited, the Registrar and Share Transfer Agents of the Company (the "RTA") or with their respective Depository Participants ("DP") as on the Cut-off date i.e. Friday, 27" March, 2026 ("Cut-off date").

The Notice containing e-voting instructions and other necessary details is available on the website at www.salsteel.co.in. The communication of the assent or dissent of the Members would only take place through the remote e-voting system only. The calendar of events for the Postal Ballot / e-voting is as follows:

Corp. Office: Shah Alloys Corporate House, Sola-Kalol Road, Santej, Ta. Kalol, Dist. Gandhinagar-382721 Reg. Office : 5/1, Shreeji House, 5 Floor, B/h. M. J. Library, Ashram Road, Ahmedabad-380006, India et 562 -G €55, o= Phone: 02764-352929, E-Mail: info @salsteel.co.in TommORSso

Cut-off
rights
Date
for
reckoning voting Friday, 27" March, 2026
Remote e-voting Start Date and Saturday, 18+ April, 2026 at 9:00 A.M. (IST)
Time
Remote e-voting End Date 17 May, 2026 at 05:00 P.M. (IST)
and Sunday,
Time
Voting Results along May, 2026
with on or before
19"
Scrutiniser' Report

We request you to kindly take our aforesaid submission on records.

Thanking you.

Yours faithfully,

For SAL Steel Limited

JAMNALAL SHAH Digitally signed by DEVILAL JAMNALAL SHAH DN: c=IN, o=Personal, postalCode=383330, l=Sabarkantha, st=Gujarat, street=House Numbar 181 Demai, Demai, Bayad Gujarat India 383330, title=8701, 2.5.4.20=dff4905bf05a6d728eb954181492848578311f7948ba77 5315786779859b4b84, serialNumber=6893f62096cac4418dbe7bbb5148080f97d784ea1 6b2bf6433a42b6f57344645, [email protected], cn=DEVILAL JAMNALAL SHAH Date: 2026.04.17 11:32:11 +05'30'

CS Devilal J Shah Company Secretary and Compliance Officer ICSI Mem. No. A58287 Work: Village Bharapar, Tal. : Gandhidham, Dist.:Kutch-Bhuj Phone: 09925195017, 18, 19, 20 Website: www.salsteel.co.in DEVILAL

Encl.: As mentioned above

SAL STEEL LIMITED

Regd. Office: 5/1, Shreeji House, B/h M. ]. Library, Ashram Road, Ahmedabad - 380 006 Corp. office: Shah Alloys Corporate House, Sola- Kalol Road, Santej, Ta. Kalol, Dist: Gandhinagar: 382 721 Tel: 02764-352929 | Fax: 02764 - 352929 | CIN: L29199G]2003PLC043148

Website: www.salsteel.co.in | Email ID: [email protected]

Pursuant to Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of Companies (Management and Administration) Rules, 2014

Dear Member(s),

NOTICE is hereby given to the members of SAL STEEL LIMITED (the "Company") pursuant to the provisions of Section 110,108 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (collectively the "Act", which shall include any statutory modifications, amendments or reenactments thereto) read with Circular issued from time to time by the Ministry of Corporate Affairs ("MCA"), including the General Circular No.03/2025 dated 22nd September, 2025 (the "MCA Circulars") and the circulars issued from time to time by the Securities and Exchange Board of India ("SEBI") (the "SEBI Circular"), Secretarial Standard-2 on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India (as amended from time to time), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), read with the equity listing agreement executed with the stock exchanges on which the equity shares of the Company are listed, for seeking approval of the shareholders by way of special /ordinary resolutions for matters as considered in the Resolutions appended below through postal ballot ("Postal Ballot") by way of e-voting only.

The explanatory statement pertaining to the said resolutions setting out the material facts and the rationale thereof is annexed hereto for your consideration and forms an integral part of this Postal Ballot Notice.

This Postal Ballot Notice is being sent in electronic form to those Members, whose names appear in the Register of Members/List of Beneficial Owners as on Friday, 27t March, 2026 ('Record Date') as received from KFin Technologies Private Limited ("KFin"), the Registrar and Share Transfer Agent of the Company ("RTA") and whose e-mail addresses are registered with the Depositories (in case of electronic shareholding). In compliance with

the provisions of Section 108 and Section 110 of the Act read with Rule 20 and 22 of the Rules, Regulation 44 of the SEBI LODR Regulations, and SS-2, the Company is pleased to provide e-voting facility to its Members, to enable them to cast their votes electronically. The detailed procedure with respect to e-voting is mentioned in this Notice. The Company has engaged the services of National Securities Depository Limited ("NSDL") for facilitating e-voting. The Company has made necessary arrangements with RTA to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Postal Ballot Notice.

The Board has appointed CS Kamlesh M. Shah proprietor of M /s. Kamlesh M. Shah & Co., Practicing Company Secretary, (CP No. 2072 /Membership No.: ACS8356) as the scrutinizer ("Scrutinizer") for conducting the Postal Ballot / e-voting process in a fair and transparent manner.

Members desiring to exercise their vote through the e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice and take note that e-voting (electronic mode) shall commence from Saturday, 18t April, 2026 at9.00 AM (IST) and shall end on Sunday, 17t May, 2026 at 5.00 PM (IST). The e-voting facility will be disabled by NSDL immediately thereafter and will not be allowed beyond the said date and time The Scrutinizer will submit his report to the Chairman of the Company (the "Chairman") or any other person authorized by the Chairman, and the result of the voting by Postal Ballot will be announced not later than 48 working hours from the conclusion of the e-votingi.e. on or before 19t May, 2026.

The results of the postal ballot (including voting through electronic means) along with the Scrutinizer's report will be made available on the website of the Company at www.salsteel.co.in and intimated to the stock exchange(s), where the shares of the Company are listed, on or before 19t May, 2026. The last date of e-voting, i.e. 17t May, 2026, shall be the date on which the resolutions would be deemed to have been passed, if passed by the requisite majority.

Special Businesses

ITEM NO. 1

TO CONSIDER AND APPROVE OVERALL BORROWING LIMITS OF THE COMPANY AND MORTGAGE/CREATION OF CHARGE ON ASSETS OF THE COMPANY.

To consider, and if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution:

"RESOLVED THAT in supersession of the Ordinary Resolution passed by the shareholders through the process of Annual General Meeting held on September 24, 2005, the consent of the Company be and is hereby accorded to the Board of Directors of the Company under Section 180(1)(c) and all other applicable provisions if any, of the Companies Act, 2013 read with Article 89 of the Articles of Association of the Company, to borrow money for and on behalf of the Company from time to time as deemed by it to be requisite and proper for the business of the Company, but so that the moneys to be borrowed together with the moneys already borrowed by the Company shall not exceed 2000 Crores (Rupees Two Thousand Crores Only) in excess of the aggregate of its paid up share capital and free reserves of the Company as per the latest annual audited financial statements, apart from temporary loans obtained from the Company's bankers in the ordinary course of business.

RESOLVED FURTHER THAT the consent of the Company be and is hereby accorded, in terms of Section 180(1) (a) and all other applicable provisions, if any, of the Companies Act, 2013 to the Board of Directors of the Company to create charge / provide security for the sum borrowed on such terms and conditions and in such form and manner and with such ranking as to priority, as the Board in its absolute discretion thinks fit, on the assets of the Company, as may be agreed to between the Company and the Lenders so as to secure the borrowings by the Company, together with interest costs, charges, expenses and all other monies payable by the Company to the concerned Lenders / Institutions, under the respective arrangements entered into / to be entered by the Company and/or Board.

RESOLVED FURTHER THAT the Securities to be created by the Company for its borrowing as aforesaid may rank with the security already created in the form of mortgage and / or charges already created or to be created in future by the Company as may be agreed to between the Board and concerned parties.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, any of the Directors or the Company Secretary of the Company, for the time being and from time-totime, be and are hereby severally authorised on behalf of the Company, to do all such acts, deeds, matters and things as may be deemed necessary, proper or expedient and to sign and execute all necessary documents, applications and returns including filing of e-form or such other forms and documents and submitting necessary information as may be required

to the stock-exchanges, depositories, the Registrar of Companies, Gujarat and such other authorities as may be required from time to time."

By order of the Board of Directors For & on behalf of SAL Steel Limited

DEVILAL JAMNALAL SHAH 6779859b4b84, JAMNALAL SHAH

Digitally signed by DEVILAL JAMNALAL SHAH DN: c=IN, o=Personal, postalCode=383330, l=Sabarkantha, st=Gujarat, serialNumber=6893f62096cac4418dbe7bbb5148080f97d784ea16b2bf 6433a42b6f57344645, [email protected], cn=DEVILAL Date: 2026.04.17 11:33:01 +05'30'

Devilal ] Shah Company Secretary and Compliance Officer Membership No. A58287

Place: Ahmedabad Date: 17/04/2026

Registered Office: 5/1, Shreeji House, Behind M. J. Library Ashram Road - 380006 Ahmedabad, Gujarat

    1. The Explanatory Statement pursuant to Section 102 read with Section 110 of the Act and Rule 22 of the Rules setting out the material facts and reasons for the proposed Resolution of the Postal Ballot Notice is appended herein below for your consideration and forms part of this Notice.
    1. In compliance with the provisions of Section 108 and Section 110 of the Act read with Rules 20 and 22 of the Rules, Regulation 44 of the Listing Regulations, SS-2 and the MCA Circulars, the Company is pleased to provide e-Voting facility to its Members, to enable them to cast their votes electronically. The Company has engaged the services of NSDL to provide e-voting facilities to its members. The instructions for e-voting are annexed to this Notice.
    1. The Notice is being sent to all the Members, whose names appear on the Register of Members/ List of Beneficial Owners as on Friday, March 27, 2026, as received from National Securities Depository Limited ("NSDL") and Central Depository Services Limited (collectively referred to as "Depositories"). In compliance with MCA Circulars, the Notice is being sent to Members only in electronic form to the e-mail addresses registered with their Depository Participants (in case of electronic shareholding)/the Company's Registrar and Transfer Agent (in case of physical shareholding). Physical copies of the Notice are not being sent to the Members for this Postal Ballot. Therefore, those Members who have not yet registered their e-mail addresses are requested to

get their e-mail addresses registered by following the procedure given below in the evoting instructions.

    1. Asper the MCA Circulars, physical copies of the Postal Ballot Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this postal ballot. Members are requested to provide their assent or dissent through e-Voting only. The Company has engaged the services of NSDL for providing e-Voting facility to its members.
    1. A copy of the Postal Ballot Notice is available on the website of the Company at www.salsteel.co.in, website 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 our e-Voting agency i.e. National Securities Depository Limited's ('NSDL') e-voting website at www.evoting.nsdl.com.
    1. All relevant documents referred to in the Postal Ballot Notice will also be available electronically for inspection, without any fee, to Members from the date of circulation of the Postal Ballot Notice up to the closure of the voting period. Members desirous of inspecting the documents referred to in the Notice or Statement may send their requests to [email protected] from their registered e-mail addresses mentioning their names, folio numbers/DP ID and Client ID.
    1. To support the 'Green Initiative', Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Company in case the shares are held by them in physical form.
    1. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date i.e. Friday, 27t March, 2026. Only those members whose names appear in the Register of Members / List of Beneficial Owners as on the Cut-off Date shall only be considered eligible for the purpose of e-Voting and those members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the e-Voting process. Any person who is not a Member as on the Cutoff date should treat this Postal Ballot Notice for information purpose only.
    1. Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/RTA/Depositories) shall be entitled to vote in relation to the aforementioned resolution in accordance with the process specified in this Postal Ballot Notice. A Member cannot exercise his vote by proxy on a Postal Ballot.

    1. The e-Voting will commence on Saturday, 18% April, 2026 at 9.00 AM (IST) and shall end on Sunday, 17t May, 2026 at 5.00 PM (IST) (both days inclusive). During this period, members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The e-Voting will be blocked by NSDL immediately thereafter and will not be allowed beyond the said date and time.
    1. Members are requested to cast their vote through the e-Voting process not later than 5:00 p.m. IST on Sunday, 17t May, 2026, in order to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the Member. Once the votes on the Resolution are casted by the Member, the Member shall not be allowed to change these subsequently.
    1. The Board of Directors of the Company has appointed CS Kamlesh M. Shah proprietor of M/s. Kamlesh M. Shah & Co. Practicing Company Secretary, (CP No. 2072/Membership No.: ACS8356) Address: 801-A, Mahalaya Complex, Opp: Hotel President, B/h. Fairdeal House, Swastik Cross Roads, Navrangpura, Ahmedabad: 380 009, Gujarat, India) as the Scrutinizer to scrutinize the Postal Ballot through e-Voting process in a fair and transparent manner. He has communicated his willingness for such an appointment and will be available for the same.
    1. The Scrutinizer will submit his report to the Chairman of the Company or such person as authorized, upon completion of scrutiny of the votes received through the e-voting platform, not later than 19% day of May, 2026. The Chairman or any person so authorized by him, shall announce the results of the Postal Ballot on or before 05:00 P.M. (IST) 19t day of May, 2026 in accordance with the regulatory provisions.
    1. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.salsteel.co.in and on the website of NSDL www.evoting.nsdl.com immediately after the resultis declared by the Chairman or any other person authorized by him, and the same shall be communicated to the Stock Exchanges, where the equity shares of the Company are listed.
    1. The Resolution, if approved by the requisite majority through Postal Ballot, shall be deemed to have been passed on Sunday, 17t May, 2026 i.e. the last date specified for receipt of votes through the e-Voting process

PROCEDURE FOR TING

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 for Individual shareholders holding securitiesin 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.

Type of shareholders Login Method
Individual Shareholders 1 For OTP based login you can click
holding securities in demat on https://eservices.nsdl.com/SecureW eb/evoting/evoting
mode with NSDL. login.jsp. You will have to enter your 8-digit DP ID,8-digit
Client Id, PAN No., Verification code and generate OTP.
Enter the OTP received on registered email id/mobile
number and click on login. 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.
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 and
ID
Password. After successful authentication, you will be
able see
to
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

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

Type of shareholders Login Method
of NSDL for casting your vote
remote e
during the
Voting period.
Ifyou are not registered for IDeAS e-Services, option to
3.
https://eservices.nsdl.com.
available
register
at
is
Select "Register Online for IDeAS Portal" or click at
https://eservices.nsdl.com
/SecureWeb
/IdeasDirectR
egjsp
Visit the e-Voting website of NSDL. Open web browser
4.
typing
following
URL:
by
the
https://www.evoting.nsdl.com/
Personal
either on a
Computer or on a mobile. Once the home page of e
Voting system is launched, click on the
icon "Login"
'Shareholder/Member'
which
under
available
is
section. A new screen will open. You will have to enter
digit demat account
your
User
(i.e. your
sixteen
ID
Password/OTP
number
NSDL),
with
hold
and
a
shown
Code
Verification
screen.
After
on
the
as
authentication,
redirected
successful
you
be
will
to
NSDL Depository site wherein you can see e-Voting
company name
e-Voting service
page.
Click
on
or
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.
Shareholders/Members
download
NSDL
can
also
5.
Mobile App "NSDL Speede" facility by scanning the QR
code mentioned below for seamless voting experience.
NSDL Mobile App is available on
B Google Play
@ Appstore
Individual Shareholders Users who have opted for CDSL Easi / Easiest facility,
1.
holding securities in demat can login through their existing user id and password.
mode with CDSL Option will be made available to reach e-Voting page
without any further authentication. The users to login
visit CDSL website
requested
Easiest are
Easi
to
/
www.cdslindia.com
New
and
on
login
icon
click
&

Type of shareholders Login Method
System Myeasi Tab and then user your existing my easi
username & password.
After successfullogin the Easi / Easiest user will be able
2.
to see the e-Voting option for eligible companies where
information
progress
evoting
per
the
the
as
in
is
provided by company. On clicking the evoting option,
the user will be able to see e-Voting page of the e-Voting
provider
during
your
service
casting
vote
the
for
remote e-Voting period. Additionally, there is also links
provided to access the system of all e-Voting Service
Providers, so that the user can visit the e-Voting service
providers' website directly.
If the user is not registered for Easi/Easiest, option to
3.
CDSL
register
available
website
at
is
www.cdslindia.com and click on login & New System
Myeasi Tab and then click on registration option.
Alternatively,
e-Voting
user
directly
access
can
the
4.
Demat Account Number and PAN No.
page by providing
from a e-Voting link available on 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 able to see the e-Voting option where the
evoting is in progress and also able to directly access
the system of all e-Voting Service Providers.
Individual Shareholders
mode) login through their
depository participants
You can also login using the login credentials of your demat
(holding securities in demat account through your Depository Participant registered with
NSDL/CDSL for e-Voting facility. upon logging in, you will be
able to see e-Voting option. Click on e-Voting option, you will
be redirected to NSDL/CDSL Depository site after successful
authentication, wherein you can see e-Voting feature. Click on
company name or e-Voting service provideri.e. NSDL and you
will be redirected to e-Voting website of NSDL for casting your
vote during the remote e-Voting period.

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

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

Login type Helpdesk details
Shareholders
Individual
holding securities in demat
mode with NSDL
Members facing any technical issue in login can contact NSDL
helpdesk by sending a request at [email protected] or call at
022 -4886 7000 and 022 - 2499 7000
Individual Shareholders Members facing any technical issue in login can contact CDSL
holding securities in demat helpdesk by sending a request at
mode with CDSL [email protected] or contact at toll free no.
1800-21-09911

B) Login Method 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.
    1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
    1. Anew 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 yourlog-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:
Manner of holding shares Your User ID is:
i.e. Demat (NSDL or CDSL)
or Physical
a) For Members who hold 8 Character DP ID followed by 8 Digit Client ID
shares in demat account
with NSDL.
For example if your DP ID is IN300 and Client ID is 12
2%,
then your user 1D is IN3QQ
b) For Members who hold 16 Digit Beneficiary ID
shares in demat account
with CDSL.
For example if your Beneficiary 1D is 12*#kirsssx thepn
your user ID is 12%#
ksxsixsis

Manner of holding shares Your User ID is:
i.e. Demat (NSDL or CDSL)
or Physical
Members
For
c¢)
holding EVEN Number followed by Folio Number registered with the
shares in Physical Form. company
For example if folio number is 001 and EVEN is 101456
then user ID is 10145600 1
    1. Password details for shareholders other than Individual shareholders are given below:
  • a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
  • b) Ifyou 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.
  • c) How to retrieve your 'initial password'?
    • (i) Ifyour 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'.
    • (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:
  • 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. b) Physical User Reset Password?" (If you are holding shares in physical mode)
  • option available on www.evoting.nsdl.com.
  • c) Ifyou are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
    1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
    1. Now, you will have to click on "Login" button
    1. Afteryou click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically 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.
    1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
    1. Now you are ready for e-Voting as the Voting page opens.
    1. Castyour vote by selecting appropriate optionsi.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.
    1. Upon confirmation, the message "Vote cast successfully" will be displayed.
    1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
    1. 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.
    1. Itis 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.
    1. 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: 022 - 4886 7000 and 022 - 2499 7000 or send arequest at [email protected]

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 evoting for the resolutions set out in this notice:

  1. Incasesharesareheld 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 for Individual shareholders holding securities in demat mode.
  • Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
  • 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 demataccount in order to access e-Voting facility.

STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 AND ADDITIONAL INFORMATION AS REQUIRED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

ITEM NO. 1

In terms of Section 180(1)(c) of the Companies Act, 2013, the Board of Directors of a Company, shall exercise the power to borrow money, where money to be borrowed, together with the money already borrowed by the Company will exceed aggregate of its paid up share capital and free reserves, apart from temporary loans obtained from the Company's bankers in the ordinary course of business only the consent of the Company by passing a Special Resolution.

The Shareholders of the Company through process of Annual General Meeting held on 24.09.2005, had inter-alia passed an Ordinary Resolution pursuant to Section 293(1)(d) and any other applicable provisions of the Companies Act, 1956, authorizing the Board of Directors of the Company to borrow monies for and on behalf of the Company from time to time as deemed by it to be requisite and proper for the business of the Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business) and remaining outstanding shall not exceed Rs.1800 /- Crores (Rupees Eighteen Hundred Crores Only) in excess of the aggregate of the paid up capital of the Company and its free reserve i.e. reserves not set apart for any specific purpose, as per the latest annual audited financial statement.

Further, Shareholders of the Company through the process of Extra Ordinary General Meeting held on 26.12.2003 also passed pursuant to Section 293(1)(a) & all other applicable provisions, if any, of the Companies Act, 1956 an Ordinary Resolution authorising Board of Directors of the Company to create charge/provide security for the sum borrowed on such terms and conditions and in such form and manner and with such ranking as priority, as the Board in its absolute discretion thinks fit, on the assets of the Company.

The Ministry of Corporate Affairs (MCA), New Delhi vide their Notification No. 2754 dated September 12, 2013 had notified inter-alia the applicability of provisions of Section 180(1)(c) and Section 180(1)(a) of the Companies Act, 2013 with effect from September 12, 2013, which stipulates obtaining prior approval of the Shareholders of the Company by way of Special Resolution for exercising the specified powers of the Board of Directors relating to borrowing and selling/disposing off etc. of an undertaking of the Company respectively. Further MCA also vide its circular No. 04/2014 dated 25.03.2014 have clarified that the resolution passed under Section 293 of the Companies Act, 1956 prior to 12.09.2013 with reference to borrowings and / or creation of security on the assets of the

Company will be regarded as sufficient compliance of the requirements of Section 180 (Restriction on the Powers of the Board) of the Companies Act, 2013 for a period of one year from the date of notification indicating the applicability of Section 180 of the Act, 2013. Therefore, Company is now required to obtain consent of Shareholders by way of Special Resolution passed in General Meeting or through process of Postal Ballot to comply with section 180 of the Companies Act, 2013.

In this regard, Shareholders may kindly note that proposed borrowing limits is not exceeding Rs. 2,000.00 Crores (Rupees Two Thousand Crores) in addition to mortgage/create charge / provide security for the sum borrowed on such terms and conditions and in such form and manner and with such ranking as to priority, as the Board in its absolute discretion thinks fit, on all or any of the movable and/or immovable properties of the Company, both present and future and/or the whole or any part of the undertaking(s) of the Company as may be agreed to between the Company and the Lenders so as to secure the borrowings by the Company, together with interest costs, charges, expenses and all other monies payable by the Company to the concerned Lenders / Institutions, under the respective arrangements entered into / to be entered by the Company and/or Board.

The relevant resolutions proposed for the Member's approval are specified collectively at item No.1. The Board of Directors recommend the Special Resolution as set out in item No. 1 of the Notice for the approval of the Shareholders through the process of Postal Ballot.

None of the Director(s) and Key Managerial Personnel(s) or their relatives, are inany way, concerned or interested, financially or otherwise, in this resolution, except to the extent of their shareholding, if any, in the Company.