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Steelcast Ltd. Proxy Solicitation & Information Statement 2024

Nov 19, 2024

63098_rns_2024-11-19_1b135ef6-1ba7-436f-a363-0e9fd7f2b0e6.pdf

Proxy Solicitation & Information Statement

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AC/2079

19.11.2024

The Secretary, National Stock Exchange of India Limited, BSE Limited, Exchange Plaza, 5th Floor, Phiroze Jeejeebhoy Towers, Plot No.C/1, G Block, Dalal Street, Bandra-Kurla Complex, MUMBAI - 400 001 Bandra (E), Mumbai - 400 051 Scrip Code: 513517 Scrip Symbol: STEELCAS

Dear Sir/Madam,

Subject: Notice of Extra Ordinary General Meeting of the Company to be held on Thursday, 12th December, 2024.

On the captioned subject, we attach herewith a copy of the email sent to the shareholders today along with the Notice of Extra Ordinary General Meeting (“EGM”) of the Company to be held on Thursday, 12th December, 2024 at 04:00 p.m. through Video Conferencing (VC)/Other Video Visual Means (OAVM).

The Notice of the EGM has also been hosted on the website of the Company at the following link:

https://steelcast.net/pdf/EGM/Final_EGM_Notice_2024.pdf

Kindly take the above on your record.

Thanking you,

For STEELCAST LIMITED,

Digitally signed Umeshkum by Umeshkumar ar Vasantray Vasantray Bhatt Bhatt Date: 2024.11.19 17:20:26 +05'30' (Umesh V Bhatt) COMPANY SECRETARY

L:\AC\2079\COMPLIANCES\SECRETARIAL\EGM\2024\Stock Exchanges\EGM Notice to Stock Exchanges.docx

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STEELCAST LIMITED

(CIN: L27310GJ1972PLC002033) Regd. Off: Ruvapari Road, Bhavnagar, 364005, Gujarat, India Phone: 0278-2519062, www.steelcast.net, [email protected].

November 19, 2024

Folio No/DPID_Client Id: DPCL

Dear Member(s),

Trust you and your family are safe and in good health!!!

This is to inform you that, the Board of Directors of the Company at its meeting held on 9th November, 2024 has approved to hold an Extraordinary General Meeting (EGM) of the shareholders of the Company at the deemed venue i.e. at Registered Office of the Company at Ruvapari Road, Bhavnagar, Gujarat 364 005 through Video Conferencing (‘VC’)/Other Audio-Visual Means (‘OAVM’) to transact the business set out in the Notice of the said EGM.

We are pleased to provide below an electronic link to enable you to view/download a copy of the Notice of the EGM of the Company along with its annexures.

To view/download Notice along with its annexures click here

.

The Notice of the EGM of the Company along with its annexures can be accessed on the website of the Company at www.steelcast.net, website of stock exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com as well as from the website of Bigshare Services Pvt. Ltd at https://ivote.bigshareonline.com. The web-link of this notice hosted on Company’s website will also be provided in advertisement being published in newspapers.

In compliance with the applicable provisions of the Companies Act, 2013 (“Act”) and Listing Regulations, The MCA General Circular No. 09/2024 dated 19th September, 2024 and SEBI CIRCULAR No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated 7th October, 2023 which has allowed the Companies whose Extra Ordinary General Meetings (EGMs) are due upto 30th September, 2025, to conduct their EGMs through Video Conferencing ('VC')/Other Audio Visual Means ('OAVM') on or before 30th September, 2025 in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated 05.05.2020. Accordingly, this EGM of the Company is being convened through VC/OAVM in compliance with the provisions of the Companies Act, 2013 ('Act'), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and applicable circulars issued in this regard. Members attending the EGM through VC/OAVM shall be counted for the purpose of reckoning the quorum for the meeting under Section 103 of the Act. The deemed venue for the EGM shall be the Registered Office of the Company.

Pursuant to the above referred Circulars from MCA and SEBI, notice of the EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories.

The Members can attend and participate in the EGM through the VC/OAVM facility ONLY, the details of which are provided by the Company in the Notice of the EGM. Accordingly, please note that no provision has been made to attend and participate in the EGM of the Company in person.

Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of Listing Regulations, and the SEBI Circular dated December 9, 2020, the Company is providing the facility of casting votes using electronic voting system on resolution set forth in the Notice of EGM. The Members may please refer to the relevant section of the Notice on e-voting for e-voting instructions.

The EGM is being held through VC/OAVM with the facility provided by Bigshare Services Pvt. Ltd. The procedure for log in for the EGM is also detailed in the Notice of the EGM. You may join the EGM through VC/OAVM facility which shall be kept open for the Members 15 minutes before the time scheduled to start the EGM.

The Company has engaged with Bigshare Services Pvt. Ltd for facilitating Remote e-voting to enable the Members to cast their votes electronically in respect of all the resolutions as set out in the EGM Notice.

Members of the Company holding shares either in physical form or in electronic form as on the ‘cutoff date’ i.e., Tuesday, December 03, 2024, may cast their vote by remote e-voting before the EGM or e-voting during the EGM. The remote e-voting shall commence on Monday, December 09, 2024 (9:00 am IST) and end on Wednesday, December 11, 2024 (5:00 pm IST).

Please refer below mentioned user ID password in table format for e-voting by nonindividual demat account holders and physical shareholders:

Electronic Voting Sequence
Number (EVSN)
User ID Password/PIN
497 DPCL REFNO

Kindly note that once the resolution(s) is/are voted, the same cannot be modified subsequently.

In case shareholders/investor have any queries regarding e-voting, you may refer the Frequently Asked Questions (‘FAQs’) and i-Vote e-voting module available at https://ivote.bigshareonline.com, under download section or you can email us to [email protected] or call us at: 1800 22 54 22.

The facility for e-voting shall be made available at the EGM to the Members attending the meeting, who have not cast their votes through remote e-voting facility.

The Members, who will cast their votes by remote e-voting prior to the EGM and attending the EGM, shall not be entitled to cast their votes again at the EGM.

The voting rights of the Members (for voting through remote e-voting before the EGM and e-voting during the EGM) 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. Tuesday, December 03, 2024.

For the smooth conduct of proceedings of the EGM, Members can submit questions/queries in advance with regard to the resolution to be placed at the EGM, from their registered email address, mentioning their name, DP ID and Client ID number/ folio number and mobile number, to reach the Company’s email address [email protected] at least seven (7) days in advance before the start of

the meeting i.e. by December 05, 2024 by 04.00 p.m. IST . Such questions by the Members shall be taken up during the meeting and replied by the Company suitably.

Members, who would like to ask questions during the EGM with regard to the resolution to be placed at the EGM, need to register themselves as speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID number/folio number and mobile number, along with their questions/queries to reach the Company’s email address [email protected] at least seven (7) days in advance before the start of the meeting i.e. by December 05, 2024 by 04.00 p.m. IST . Those Members who have registered themselves as speakers shall only be allowed to ask questions during the EGM, on first-come-first-serve basis and subject to availability of time.

We thank you for registering your email address and contributing to the cause of Green Initiative.

Yours faithfully For STEELCAST LIMITED, Sd/(Umesh V Bhatt) COMPANY SECRETARY

This is a system generated e-mail and hence does not require signature. Please do not reply to this e-mail.

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Notice of the Extra Ordinary General Meeting (EGM)

Notice is hereby given that the Extra Ordinary General Meeting (“EGM”) of the members of Steelcast Limited (“Steelcast” or “the Company”) will be held on Thursday, 12th December, 2024 at 04:00 P.M. at the Registered Office of the Company through Video Conferencing („VC‟)/Other Audio-Visual Means („OAVM‟) facility to transact the following business:

Special Business:

1. Appointment of Mr. Dipam A Patel (DIN: 10771659) as Non-Executive Independent Director:

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

“RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (the Act) and the Companies (Appointment and Qualifications of Directors) Rules, 2014, (including any statutory modification(s) or reenactment(s) thereof for the time being in force) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 („Listing Regulations‟) and pursuant to the recommendation of the Nomination and Remuneration Committee and Board of Directors, Mr. Dipam A Patel (DIN: 10771659), who was appointed as the additional director of the Company with effect from 1st October, 2024 and who hold office as such up to the date of this Extra Ordinary General Meeting (EGM) and who has submitted a declaration confirming the criteria of Independence under Section 149(6) of the Companies Act, 2013 read with the Listing Regulations, as amended from time to time, and who is eligible for appointment under the provisions of the Companies Act, 2013, Rules made thereunder and Listing Regulations, be and is hereby appointed as a Non-Executive Independent Director of the Company to hold office for a period of 3 (Three) consecutive years on the Board of the Company for a term effective from 1st October, 2024 up to 30th September, 2027 and he shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors (which term shall, unless repugnant to the context or meaning thereof, be deemed to include a duly authorized „Committee‟ thereof) be and is hereby authorized to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to above resolution.”

By Order of the Board of Directors, For STEELCAST LIMITED, Sd/Place: Bhavnagar (Umesh V Bhatt) Date: 9th November, 2024 COMPANY SECRETARY

NOTES:

  1. The relevant Explanatory Statement, pursuant to Section 102(2) of the Companies Act, 2013, in respect of the special business is annexed hereto.

  2. A statement giving the relevant details of the Directors seeking re-appointment is annexed hereto.

  3. The MCA General Circular No. 09/2024 dated 19th September, 2024 and SEBI CIRCULAR No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated 7th October, 2023 allows the

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Companies whose Extra Ordinary General Meetings (EGMs) are due upto 30th September, 2025, to conduct their EGMs through Video Conferencing ('VC')/Other Audio Visual Means ('OAVM') on or before 30th September, 2025 in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated 05.05.2020. Accordingly, this EGM of the Company is being convened through VC/OAVM in compliance with the provisions of the Companies Act, 2013 ('Act'), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and applicable circulars issued in this regard. Members attending the EGM through VC/OAVM shall be counted for the purpose of reckoning the quorum for the meeting under Section 103 of the Act.

  1. Pursuant to the above referred Circulars from MCA and SEBI, notice of the EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. The Members may note that the Notice calling EGM along with the explanatory statement are available on the website of the Company at www.steelcast.net. The web-link of this notice hosted on Company‟s website will also be provided in advertisement being published in newspapers.

  2. As this EGM is being held through VC/OAVM, physical attendance of Members is being dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for this EGM. Hence, the Proxy Form and Attendance Slip are not required and hence not annexed herewith.

  3. Corporate Members, Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) (“Body Corporates”) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorisation etc., authorising its representative to attend the EGM through VC/OAVM and vote. Pursuant to Section 113 of the Companies Act, 2013, subject Resolution/Authorisation should contain specimen signature of respective representative. The said Resolution/Authorisation shall also be sent to the Scrutiniser by e- mail on his registered e-mail address at [email protected] with a copy marked at [email protected]

  4. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to participate and vote at the Meeting.

  5. All documents referred to in the notice and the explanatory statement requiring the approval of the Members at the meeting and other statutory registers shall be available for inspection by the Members at the Registered Office of the Company during office hours on all working days between 10.00 a.m. to 5.00 p.m. from the date of hereof up to the date of the EGM.

  6. 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 our RTA M/s. Bigshare Services Pvt. Ltd (BSPL) , A-802 Samudra Complex, Off CG Road, Nr. Girish Cold Drinks, Navrangpura, Ahmedabad, Gujarat - 380009 in case the shares are held by them in physical form.

  7. Members holding shares in physical form are requested to promptly notify in writing any changes in their address, contact details and bank account details to BSPL or the Company at Ruvapari Road, Bhavnagar 364 005. Members holding shares in electronic form are requested to notify the changes in the above particulars, if any, directly to their Depository Participants (DP).

  8. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible.

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Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant („DP‟) and holdings should be verified from time to time.

  1. Since the EGM will be held through VC/OAVM, the route map of the venue of the Meeting is not provided herewith.

  2. For the smooth conduct of proceedings of the EGM, Members can submit questions/queries in advance with regard to the resolution to be placed at the EGM, from their registered email address, mentioning their name, DP ID and Client ID number/ folio number and mobile number, to reach the Company‟s email address [email protected] at least seven (7) days in advance before the start of the meeting i.e. on or before 04.00 p.m. IST, December 05, 2024 . Such questions by the Members shall be taken up during the meeting and replied by the Company suitably.

Further, Member(s) who would like to express their views or ask questions during the EGM may register themselves as speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at [email protected] on or before 04.00 p.m. IST, December 05, 2024 . Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the EGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the EGM.

  1. Pursuant to the provisions of Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and the circulars referred above, the Company is offering prior to and during the EGM remote e-voting facility to its Members in respect of all business to be transacted at the EGM. The detailed process and manner of attending the EGM through VC and remote e-voting are given in the following pages.

The Company has engaged BSPL for facilitating Remote e-Voting to enable the Members to cast their votes electronically in respect of all the resolutions as set out in the EGM Notice.

  1. As per the SEBI circular dated 9th December 2020 on e-voting facility, 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 the Depositories / Depository Participants (DPs) in order to increase the efficiency of the voting process. Members are advised to update their mobile number and email address with their respective DPs in order to access e-voting facility. Detailed instructions for login methods of remote e-voting are provided hereunder.

Commencement of Remote Monday, 9th December, 2024 at 9.00 a.m. IST e-voting End of Remote e-voting Wednesday, 11th December, 2024 at 5.00 p.m. IST

During this period, the Members holding shares either in physical form or in demat form, as on the cut-off date i.e. 3rd December, 2024 , may cast their votes electronically. The remote e-voting module will be disabled by BSPL for voting after the said period. Once the votes on a resolution are cast by the Members, no change will be allowed subsequently. Only the Members who have not cast their votes through remote e-voting may cast their votes during the EGM.

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Your e-voting Information:

Electronic Voting
Sequence Number (EVSN)
User ID Password/PIN
497 Combination of DP ID &
ClientID
USE YOUR EXISTING
PASSWORD

.

  1. The Members who have cast their vote by remote e-voting prior to the EGM may also attend/participate in the EGM through VC/OAVM but shall not be entitled to cast their vote again.

  2. INSTRUCTIONS FOR e-VOTING ARE AS FOLLOWS:

THE INTRUCTIONS TO SHAREHOLDERS FOR REMOTE e-VOTING ARE AS UNDER:

  • i. The remote e-voting period will begin on Monday, 9th December, 2024 at 9.00 a.m. IST and will end on Wednesday, 11th December, 2024 at 5.00 p.m. IST. During this period, the shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. 3rd December, 2024 may cast their vote electronically. The e-voting module shall be disabled by BSPL for voting thereafter.

  • ii. Shareholders who have already voted prior to the meeting date would not be entitled to vote during the meeting.

  • iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/ P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders in respect of all shareholders‟ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e- voting process.

  • iv. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-voting facility.

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  1. Pursuant to above said SEBI Circular , Login method for e-voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given as follows:
Type of
shareholders
Login Method
Individual
Shareholders
holding
securities in
Demat mode
withCDSL
1. Users who have opted for CDSL Easi / Easiest facility, can login through
their existing user id and password. Option will be made available to reach
e-voting page without any further authentication. The URL for users to login
to Easi / Easiest arehttps://web.cdslindia.com/myeasitoken/home/login or
visitwww.cdslindia.com and click on Login icon and select New System
Myeasi.
2. After successful login the Easi / Easiest, user will be able to see the e-voting
option for eligible companies where the e-voting is in progress as per the
information provided by company. On clicking the e-voting option, the user
will be able to see e-voting page ofBIGSHAREthe e-voting service provider
and you will be re-directed toi-Votewebsite for casting your vote during the
remote e-voting period or joining virtual meeting & voting during the meeting.
Additionally, there is also links provided to access the system of all e-voting
Service Providers i.e.BIGSHARE, so that the user can visit the e-voting
service providers‟ website directly.
3.If the user is not registered for Easi/Easiest, option to register is available at
https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration
4. Alternatively, the user can directly access e-voting page by providing Demat
Account
Number
and
PAN
No.
from
a
link
https://evoting.cdslindia.com/Evoting/EvotingLogin.
The
system
will
authenticate the user by sending OTP on registered Mobile & Email as
recorded in the Demat Account. After successful authentication, user will be
able to see the e-voting option where the e-voting is in progress, and also
able to directly access the system of all e-voting Service Providers. Click on
BIGSHAREand you will be re-directed toi-Votewebsite for casting your
vote during the remote e-voting period.

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Type of
shareholders
Login Method
Individual
Shareholders
holding
securities in
demat mode
withNSDL
1. If you are already registered for NSDL IDeAS facility, please visit the e-
Services website of NSDL. Open web browser by typing the following URL:
https://eservices.nsdl.com either on a Personal Computer or on a mobile.
Once the home page of e-Services is launched, click on the “Beneficial
Owner” icon under “Login” which is available under „IDeAS‟ section. A new
screen will open. You will have to enter your User ID and Password. After
successful authentication, you will be able to see e-voting services. Click on
“Access to e-voting” under e-voting services and you will be able to see e-
voting page. Click on company name or e-voting service provider name
BIGSHAREand you will be re-directed toi-Votewebsite for casting your
vote during the remote e-voting period or joining virtual meeting & voting
during the meeting.
2. If the user is not registered for IDeAS e-Services, option to register is
available at https://eservices.nsdl.com.Select “Register Online for IDeAS
“Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-voting website of NSDL. Open web browser by typing the
following URL:https://www.evoting.nsdl.com/either on a Personal Computer
or on a mobile. Once the home page of e-voting system is launched, click on
the icon “Login” which is available under „Shareholder/Member‟ section. A
new screen will open. You will have to enter your User ID (i.e. your sixteen
digit demat account number hold with NSDL), Password/OTP and a
Verification Code as shown on the screen. After successful authentication,
you will be redirected to NSDL Depository site wherein you can see e-voting
page. Click on company name or e-voting service provider name
BIGSHAREand you will be redirected toi-Votewebsite for casting your
vote during the remote e-voting period or joining virtual meeting & voting
during the meeting
Individual
Shareholders
(holding
securities in
demat mode)
login through
their
Depository
Participants
You can also login using the login credentials of your demat account through
your Depository Participant registered with NSDL/CDSL for e-voting facility.
After Successful login, you will be able to see e-voting option. Once you click
on e-voting option, you will be redirected to NSDL/CDSL Depository site
after successful authentication, wherein you can see e-voting feature. Click
on company name or e-voting service provider name and you will be
redirected to e-voting service provider website for casting your vote during
the remote e-voting period or joining virtual meeting & voting during the
meeting.

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 websites.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical

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issues related to login through Depository i.e. CDSL and NSDL

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

2. Login method for e-voting for shareholder other than individual shareholders holding shares in Demat mode & physical mode is given below:

  • You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

  • Click on “ LOGIN ” button under the „ INVESTOR LOGIN ‟ section to Login on e-voting Platform.

  • Please enter your „ USER ID’ and „ PASSWORD’ which is shared separately on you register email id.

  • Shareholders holding shares in CDSL demat account should enter 16 Digit Beneficiary ID as user id.

  • Shareholders holding shares in NSDL demat account should enter 8 Character DP ID followed by 8 Digit Client ID as user id.

  • Shareholders holding shares in physical form should enter Event No + Folio Number registered with the Company as user id.

Note If you have not received any user id or password please email from your registered email id or contact i-vote helpdesk team. (Email id and contact number are mentioned in helpdesk section).

Click on I AM NOT A ROBOT (CAPTCHA) option and login.

NOTE : If Shareholders are holding shares in demat form and have registered on to e-voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

  • If you have forgotten the password: Click on „ LOGIN ‟ under „ INVESTOR LOGIN ‟ tab and then Click on „ Forgot your password ?

  • Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on „ Reset ‟.

  • (In case a shareholder is having valid email address, Password will be sent to his / her registered e-mail address).

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Voting method for shareholders on i-Vote e-voting portal:

  • After successful login, Bigshare e-voting system page will appear.

  • Click on “ VIEW EVENT DETAILS (CURRENT) ” under „ EVENTS ‟ option on investor portal.

  • Select event for which you desire to vote under the dropdown option.

  • Click on “VOTE NOW” option which is appearing on the right hand side top corner of the page.

  • Cast your vote by selecting an appropriate option “ IN FAVOUR ”, “ NOT IN FAVOUR ” or “ ABSTAIN ” and click on “ SUBMIT VOTE ”. 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.

  • Once you confirm the vote you will receive confirmation message on display screen and also you will receive an email on your registered email id. During the voting period, members can login any number of times till they have voted on the resolution(s). Once vote on a resolution is casted, it cannot be changed subsequently.

  • Shareholder can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE ” option on investor portal.

3. Custodian registration process for e-voting on i-Vote Portal:

  • You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

  • Click on “ REGISTER ” under “ CUSTODIAN LOGIN ”, to register yourself on Bigshare i-Vote e-voting Platform.

  • Enter all required details and submit.

  • After Successful registration, message will be displayed with “User id and password will be sent via email on your registered email id” .

  • NOTE : If Custodian have registered on to e-voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

  • If you have forgotten the password: Click on „ LOGIN ‟ under „ CUSTODIAN LOGIN ‟ tab and further Click on „ Forgot your password ?

  • Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on „ RESET’ .

  • (In case a custodian is having valid email address, Password will be sent to his / her registered e-mail address).

- - Voting method for Custodian on i Vote portal for e voting:

  • After successful login, Bigshare e-voting system page will appear.

Investor Mapping:

  • First you need to map the investor with your user ID under “ DOCUMENTS ” option on custodian portal.

  • Click on “ DOCUMENT TYPE ” dropdown option and select document type power of attorney (POA).

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  • Click on upload document “ CHOOSE FILE ” and upload power of attorney (POA) or board resolution for respective investor and click on “ UPLOAD ”.

  • Note : The power of attorney (POA) or board resolution has to be named as the “ InvestorID.pdf ” (Mention Demat account number as Investor ID.)

  • Your investor is now mapped and you can check the file status on display.

Investor vote File Upload:

  • To cast your vote select “ VOTE FILE UPLOAD ” option from left hand side menu on custodian portal.

  • Select the Event under dropdown option.

  • Download sample voting file and enter relevant details as required and upload the same file under upload document option by clicking on “ UPLOAD ”. Confirmation message will be displayed on the screen and also you can check the file status on display (Once vote on a resolution is casted, it cannot be changed subsequently).

  • Custodian can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE ” option on custodian portal.

- Helpdesk for queries regarding e voting:

Login type Helpdesk details
Shareholder„s other than individual
shareholders holding shares in
Demat mode & Physical mode.
In case shareholders/ investor have any queries regarding e-
voting, you may refer the Frequently Asked Questions („FAQs‟)
and i-Vote e-voting module available at
https://ivote.bigshareonline.com,under download section or
you can email us [email protected] call us at:
1800 22 54 22.

4. Procedure for joining the EGM through VC/ OAVM:

For shareholder other than individual shareholders holding shares in Demat mode & physical mode is given below:

  • The Members may attend the EGM through VC/ OAVM at https://ivote.bigshareonline.com under Investor login by using the e-voting credentials (i.e., User ID and Password).

  • After successful login, Bigshare E-voting system page will appear.

  • Click on “ VIEW EVENT DETAILS (CURRENT) ” under „ EVENTS ‟ option on investor portal.

  • Select event for which you are desire to attend the EGM under the dropdown option.

  • For joining virtual meeting, you need to click on “VC/OAVM” link placed beside of “ VIDEO CONFERENCE LINK” option.

  • Members attending the EGM through VC/ OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

The instructions for Members for e-voting during EGM:

  • The Members can join the EGM in the VC/OAVM mode 15 minutes before the scheduled time of the commencement of the meeting. The procedure for e-voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.

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

  • Members who have voted through Remote e-voting will be eligible to attend the EGM. However, they will not be eligible to vote during the EGM.

Helpdesk for queries regarding virtual meeting:

In case shareholders/ investor have any queries regarding virtual meeting, he/she may refer the Frequently Asked Questions („FAQs‟) available at https://ivote.bigshareonline.com under download section or you can email us to [email protected] or call us at: 1800 22 54 22.

By Order of the Board of Directors, For STEELCAST LIMITED Sd/Place: Bhavnagar (Umesh V Bhatt) Date: 9th November, 2024 COMPANY SECRETARY

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EXPLANATORY STATEMENT (Pursuant to section 102 (2) of the Companies Act, 2013)

ITEM NO. 1 OF THE NOTICE

Details of Directors seeking appointment/re-appointment at forthcoming Extra Ordinary General Meeting: (In pursuance of Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015)

**Name of the Director ** Mr. Dipam A Patel
**Date of Birth ** 22.10.1991
Nationality Indian
Date of Appointment
on Board
Appointment effective from 1st October, 2024
Terms of
Appointment
Appointed as an Additional Director in the capacity of Independent Director,
effective from 1st October, 2024 for a period of three years up to 30th
September,2027.
Brief Profile Mr. Dipam A Patel is a practicing Chartered Accountant by profession and
is associated as partner since April 2014 in Kantilal Patel & Co.,
Ahmedabad, a Chartered Accountants firm with 60 years of rich experience
in Corporate Service. Besides being a Chartered Accountant, Mr. Dipam A
Patel is also a member of the Institute of Company Secretaries of India
(ICSI). Mr. Dipam A Patel is an expert in the field of valuation of securities
and financial assets.
Mr. Dipam A Patel was nominated as a member of the Advisory Committee
of the ICAI Registered Valuers‟ Organisation for taking steps in
development of the profession. He was also nominated as a special invitee
ofthe Centrefor Audit QualityDirectorate oftheICAI forthe term 2023-24.
Nature of expertise in
specific functional
areas
Valuation of securities and financial assets.
names of other listed
entities in which the
person also holds
the directorship and
the membership of
Committees of the
board
None
Shareholding NIL
Disclosure of
relationship
Between Directors
Mr. Dipam A Patel is not related to any of the Directors of the Company.
Disclosure of
Debarment statement
Mr. Dipam A Patel is not debarred from holding the office of director by
virtue ofany SEBIorderorany othersuchauthority

By Order of the Board of Directors, For STEELCAST LIMITED Sd/Place: Bhavnagar (Umesh V Bhatt) Date: 9th November, 2024 COMPANY SECRETARY

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