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Vesuvius India Ltd. Proxy Solicitation & Information Statement 2025

Oct 7, 2025

61200_rns_2025-10-07_411d7510-28fc-429e-af3c-f4eaee57bcb1.pdf

Proxy Solicitation & Information Statement

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October 7, 2025

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To, BSE Limited National Stock Exchange of India Limited The Corporate Relationship Department Listing Department, Exchange Plaza, Phiroze Jeejeebhoy Towers 5th Floor, Plot No C/1, G Block, Dalal Street, Bandra-Kurla Complex, Bandra (E), Mumbai – 400 001 Mumbai – 400 051 Scrip Code : 520113 Scrip Code : VESUVIUS

Dear Sirs/Madam,

Subject: Postal Ballot Notice

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed Postal Ballot Notice along with the Explanatory Statement (the “Notice” ) dated September 23, 2025, being sent to the Members of Vesuvius India Limited (the “Company” ), seeking their approval by way of remote e- voting in respect of the Special Resolution(s) as set out in the Notice for the appointment of:

  1. Ms. Rashmi Joshi (DIN : 06641898) as an Independent Director of the Company for a period of five consecutive years with effect from September 24, 2025.

  2. Mr. Sridhar Gorthi (DIN : 00035824) as an Independent Director of the Company for a period of five consecutive years with effect from September 24, 2025.

  3. Mr. Biswadip Gupta (DIN : 00048258) as a Non-executive Non-Independent Director of the Company, liable to retire by rotation.

In accordance with the relevant circulars issued by the Ministry of Corporate Affairs, the Notice is being sent only through electronic mode to all the Members of the Company who have registered their email addresses with the Company/Registrar and Share Transfer Agent / Depository Participants and whose names appear on the Register of Members of the Company/list of Beneficial Owners maintained by the Depositories as on the Cut-Off Date i.e., Friday, October 3, 2025, seeking their approval by way of remote e-voting on the Special Resolution(s) as set out in the Notice.

The Company has engaged National Securities Depository Limited for the purpose of providing the remote e-voting facility to all its Members during the following period:

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Commencement of remote e-voting Thursday, October 9, 2025 at 9:00 a.m.(IST)
End of remote e-voting Friday,November 7,2025 at 5:00p.m.(IST)

The detailed procedures and instructions with respect to remote E-voting forms part of the Notice.

The above information and the Notice will be made available on the website of the www.vesuviusindia.in. Company at

The Voting Results of Postal Ballot will be announced within 2 (two) working days from the conclusion of the remote e-voting i.e., on or before Tuesday, 11[th] November 2025, 5:00 p.m. (IST).

We request you to take the above on record and disseminate the same on your website.

Thanking You,

Yours faithfully,

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For Vesuvius India Limited

Digitally signed by SAHEB ALI SAHEB ALI Date: 2025.10.07 18:32:58 +05'30' Saheb Ali

Company Secretary & Compliance Officer (Membership No.: A33361)

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VESUVIUS INDIA LIMITED CIN: L26933WB1991PLC052968 Registered Office : P-104, Taratala Road, Kolkata 700088 Tel : +91 33 61090500 Email : [email protected], Website : www.vesuviusindia.in

POSTAL BALLOT NOTICE

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

VOTING STARTS ON VOTING ENDS ON Thursday, October 9, 2025 at 9:00 a.m. (IST) Friday, November 7, 2025 at 5:00 p.m. (IST)

Dear Member(s),

Notice is hereby given pursuant to Section 110 of the Companies Act, 2013 (the “Act” ) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules” ), as amended from time to time, General Circulars Nos. 14/2020 dated April 8, 2020, and 17/2020 dated April 13, 2020 and read with other relevant circulars, including General Circular No. 09/2024 dated September 19, 2024 and Circular No. 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs ( hereinafter, collectively referred to as the “ MCA Circulars ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “ SEBI LODR ”), the revised Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“ SS-2 ”) and other applicable laws and regulations (including any statutory modification or re-enactment thereof for the time being in force), to seek approval of the Members of the Company (as on the Cut-off Date) on the resolutions as appended below through Postal Ballot by way of remote e-voting (“ e-voting ”).

In compliance with aforesaid provisions, circulars and regulations, the manner of voting on the proposed Resolutions is restricted only to remote e-voting i.e., by casting votes electronically instead of submitting postal ballot form. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those Members whose e-mail address is registered with the Company/ Company’s Registrar and Share Transfer Agent (“ RTA ”)/ Depository Participant (“ DP ”) and whose names appear on the Register of Members of the Company / lists of beneficial owners as received from the National Securities Depository Limited (“ NSDL ”) and Central Depository Services (India) Limited (“ CDSL ”) as on October 3, 2025, being the Cut-Off Date fixed by the Board of Directors of the Company.

If your e-mail address is not registered with the Company/DP/RTA, please follow the process for registration of the same as provided in the Notes hereto. The communication of the assent or dissent of the Members would only take place through the remote e-voting system.

The Statement pursuant to Section 102 and other applicable provisions of the Act and the Rules, setting out all material facts relating to the resolutions proposed in this Postal Ballot Notice and additional information as required under the SEBI LODR is attached.

Pursuant to Rule 22(5) of the Rules, the Board of Directors of your Company at its meeting held on September 23, 2025, has appointed Ms. Amber Ahmad (ICSI Membership No. FCS 9312; COP No. 8581) of M/s. Amber Ahmad & Associates, Company Secretaries, Kolkata, as the Scrutinizer to conduct the Postal Ballot process through remote e-voting in a fair and transparent manner.

In compliance with Regulation 44 of the SEBI LODR and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing remote e-voting facility to its Members, to

enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of NSDL for providing remote e-voting facility to the Members of the Company.

Members are requested to read the instructions in the Notes under the section ‘General Information and Instructions for Electronic Voting’ in this Notice, before casting their votes electronically from their respective locations. The remote e- voting period will commence from 9:00 a.m. (IST) on Thursday, October 9, 2025 and will end at 5:00 p.m. (IST) on Friday, November 7, 2025 . Members are requested to cast their votes through the remote e-voting process not later than 5:00 p.m. (IST) on Friday, November 7, 2025 to be eligible for being considered, failing which it will be considered as if no vote has been cast by the concerned Member. Upon completion of the scrutiny of the votes cast through remote e- voting, the Scrutinizer will submit her report to the Chairman or the Company Secretary of the Company, if authorized by the Chairman in writing. The results of the Postal Ballot will be announced on or before 5:00 p.m. on Tuesday, November 11, 2025 . The result of the Postal Ballot along with the Scrutinizer’s Report would be intimated to BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”) where the equity shares of the Company are listed and would also be placed on the websites of the Company and NSDL i.e. www.vesuviusindia.in and www.evoting.nsdl.com, respectively, and shall also be displayed on the Notice Board of the Company at its Registered Office. The Resolutions as mentioned in this Notice, if passed with requisite majority, shall be deemed to have been passed on Friday, November 7, 2025 , being the last date specified for remote e-voting.

Items of business requiring approval of the Members through the Postal Ballot by remote e-voting are given below:

SPECIAL BUSINESS:

Item No. 1 : To approve the appointment of Ms. Rashmi Joshi (DIN : 06641898) as an Independent Director of the Company for a period of five consecutive years with effect from September 24, 2025, and in this regard, to consider and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the “Act” ) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulations 16, 17, 25 and other applicable Regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications or re-enactment thereof for the time being in force), the Articles of Association of the Company, the Remuneration Policy of the Company and pursuant to the recommendation of Nomination and Remuneration Committee and the Board of Directors, Ms. Rashmi Joshi (DIN : 06641898), who was appointed as an Additional Director of the Company, in Independent category, in terms of Section 161(1) of the Act and in respect of whom the Company has received a notice, in writing, under Section 160 of the Act from a Member proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five (5) consecutive years with effect from September 24, 2025;

RESOLVED FURTHER THAT the Managing Director and the Company Secretary of the Company, be and are hereby severally authorised to take all such steps as may be necessary, proper and expedient to give effect to the aforesaid Resolution.

Item No. 2 : To approve the appointment of Mr. Sridhar Gorthi (DIN : 00035824) as an Independent Director of the Company for a period of five consecutive years with effect from September 24, 2025, and in this regard, to consider and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulations 16, 17, 25 and other applicable Regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications or re-enactment thereof for the time being in force), the Articles of Association of the Company, the Remuneration Policy of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors, Mr. Sridhar Gorthi (DIN : 00035824), who was appointed as an Additional Director of the Company, in Independent category, in terms of Section 161(1) of the Act and in respect of whom the Company has received a notice, in writing, under Section 160 of the Act from a Member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five (5) consecutive years with effect from September 24, 2025;

RESOLVED FURTHER THAT the Managing Director and the Company Secretary of the Company, be and are hereby severally authorised to take all such steps as may be necessary, proper and expedient to give effect to the aforesaid Resolution.

Item No. 3: To appoint Mr. Biswadip Gupta (DIN : 00048258) as a Non-executive Non-Independent Director of the Company, liable to retire by rotation, and in this regard, to consider and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act” ) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulations 17 (1C) and other applicable Regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI LODR”) (including any statutory modification or re-enactment thereof for the time being in force), the Articles of Association of the Company, the Remuneration Policy of the Company and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of Directors, Mr. Biswadip Gupta (DIN : 00048258), aged about 74 years, who was appointed as an Additional Director of the Company, in Non-Executive Non-Independent category, on September 25, 2025, who holds office up to the date of the next Annual General Meeting in terms of Section 161 of the Act, and in respect of whom the Company has received a notice, in writing, under Section 160 of the Act from a Member proposing his candidature for the office of Director, be and is hereby appointed as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

RESOLVED FUTHER THAT pursuant to Regulation 17(1A) of the SEBI LODR, the consent of the Members of the Company, be and is hereby accorded for continuation of Mr. Biswadip Gupta as a Non-Executive Non-Independent Director after he attains the age of 75 (seventy-five) years in the month of December 2025.

RESOLVED FURTHER THAT the Managing Director and the Company Secretary of the Company, be and are hereby severally authorised to take all such steps as may be necessary, proper and expedient to give effect to the aforesaid Resolution.

By order of the Board of Directors
Vesuvius India Limited
Sd/-
Date: September 23, 2025 Saheb Ali
Registered Office: Company Secretary and Compliance Officer
P-104, Taratala Road, Kolkata 700088 Membership No. A33361

NOTES FORMING PART OF THE NOTICE:

A. General Information:

  1. A Statement pursuant to Section 102 of the Companies Act, 2013, as amended, (the “Act” ) and the revised Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ( “SS-2” ), relating to all the items of special businesses to be transacted through the Postal Ballot process, is annexed hereto. The said Statement also contains the recommendation of the Board of Directors of the Company in terms of Regulation 17(11) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “SEBI LODR” ). Additional disclosures, pursuant to Regulation 36 of the SEBI LODR, in respect of the directors seeking appointment / re-appointment are provided in Annexure – A, which form part of this Postal Ballot Notice (the “Notice” ).

  2. The Company has engaged National Securities Depository Limited for providing facility for voting through remote e-voting.

  3. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear on the Register of Members of the Company/list of beneficial owners as received from the National Securities Depository Limited (“ NSDL ”) and Central Depository Services (India) Limited (“ CDSL ”) and whose email address is registered with the Company / Depository Participant(s), as on October 3, 2025 (“the Cut-off Date ”). Members may note that the said Notice will also be available on the Company’s website at www.vesuviusindia.in and may also be accessed from the relevant section of the websites

of the stock exchanges i.e., BSE Limited ( “BSE” ) and National Stock Exchange of India Limited ( “NSE” ) at www.bseindia.com and www.nseindia.com , respectively. The Notice will also be available on the website of NSDL at www.evoting.nsdl.com and on the website of Company’s Registrar and Transfer Agent (RTA), M/s. C B Management Services (P) Limited (“ CB Management ”) at www.cbmsl.com. The physical copy of the Notice shall also be made available to the Member(s) who may request for the same in writing to the Company.

  1. Voting on the Resolutions is restricted only through remote e-voting i.e., by casting votes electronically instead of submitting the postal ballot form. Accordingly, the physical copy of the Notice along with the postal ballot form and the pre-paid business reply envelope are not being sent to the Members. The communication of the assent or dissent of the Members would only take place through the e-voting system.

  2. In accordance with the MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail address. Members who have still not registered/updated their email IDs, are requested to do so at the earliest, in the following manner:

  3. a. Members holding shares in physical mode are requested to register / update their email IDs by submitting duly filled and signed Form ISR-1 along with required documents with M/s C B Management Services (P) Limited at Rasoi Court, 5[th] Floor, 20, Sir R N Mukherjee Road, Kolkata – 700001.

  4. b. Members holding shares in dematerialised mode are requested to register / update their e-mail address with the Depository through their Depository Participant(s).

  5. Only a person, whose name is recorded in the register of members / register of beneficial owners, as on the Cutoff Date, maintained by the Depositories shall be entitled to participate in the e-voting. A person who is not a Member as on the Cut-off Date, should treat this Postal Ballot Notice for information purpose only.

  6. A brief profile of the Directors proposed to be appointed/re-appointed through the Postal Ballot process pursuant to this Notice, as stipulated under Regulation 36 of the SEBI LODR are provided in the Annexure – A appended to this Notice.

8. Important dates for Members:

The Cut-off Date for the purpose of determining the Members eligible for receiving this Postal Ballot Notice and to vote on the Resolutions contained therein is, Friday, October 3, 2025 . The voting rights of the Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the Cut-off Date, as aforesaid.

Remote e-voting Period will commence from 9:00 a.m. on Thursday, October 9, 2025 to 5:00 p.m. on Friday, November 7, 2025 . The remote e-voting facility will be disabled after 5:00 p.m. on Friday, November 7, 2025. Once a vote on the Resolutions is cast by the Members, the Members shall not be allowed to change it subsequently.

  1. Mandatory update of PAN, KYC and Nomination details and linking of PAN and Aadhaar by holders of shares in physical form : SEBI, vide its circular dated November 3, 2021 (subsequently amended by circulars dated December 14, 2021, March 16, 2023 and November 17, 2023) mandated that the security holders (holding securities in physical form), whose folio(s) do not have PAN or choice of Nomination or Contact Details or Mobile Number or Bank Account Details or Specimen Signature updated, shall be eligible for any payment including dividend in respect of such folio(s), only through electronic mode with effect from April 1, 2024 upon completion/submission of the requisite documents/details in entirety. Copies of relevant forms are available on the website of the Company at www.vesuviusindia.in or of the Company’s RTA at www.cbmsl.com.

In case of any query / assistance, Members are requested to contact the Company’s RTA, M/s C B Management Services (P) Ltd., at Rasoi Court, 5[th] Floor, 20, Sir R N Mukherjee Road, Kolkata – 700001. (Phone No 033–69066200; E-mail: [email protected]; [email protected]; [email protected])

  1. The Board has appointed Ms. Amber Ahmad (ICSI Membership No. FCS 9312; COP No. 8581) of M/s. Amber Ahmad & Associates, Company Secretaries as the Scrutinizer to conduct the Postal Ballot process through remote e-voting in a fair and transparent manner and she has communicated her willingness to be appointed and will be available for the said purpose.

  2. The Scrutinizer will submit her report after completion of the scrutiny of the votes cast through e-voting, to the Chairman or the Company Secretary of the Company, if authorized by the Chairman in writing. The results of the Postal Ballot will be announced on or before Tuesday, November 11, 2025 . The result of the Postal Ballot along with the Scrutinizer’s Report would be intimated to BSE and NSE where the equity shares of the Company are listed and would also be placed on the websites of the Company and NSDL i.e. www.vesuviusindia.in and www.evoting.nsdl.com, respectively, and shall also be displayed on the Notice Board of the Company at its Registered Office.

  3. The Scrutinizer’s decision on the validity of the votes cast by e-voting for Postal Ballot shall be final.

  4. In terms of the MCA Circulars and in the view of the Board of Directors, the matter included in this Notice is unavoidable and hence, is proposed to be approved through Postal Ballot. All the material documents referred to in the accompanying Notice and explanatory statement will be available for inspection electronically during 10:00 a.m. IST to 2:00 p.m. IST on all working days, up to and including the last date specified for casting the votes through remote e-voting i.e., up to November 7, 2025. Members seeking to inspect such documents can send an e- mail to [email protected] with the subject line “Vesuvius India Limited – Postal Ballot 2025” mentioning their names and folio numbers / demat account numbers.

B. Instructions for Electronic Voting:

1. General Instruction on e-voting:

  • a) In compliance with Regulation 44 of the SEBI LODR and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to remote e-voting i.e., by casting votes electronically instead of submitting the postal ballot form.

  • b) The Notice of the Postal Ballot has been uploaded on the website of the Company at www.vesuviusindia.in and can also be accessed from the websites of the Stock Exchanges i.e., BSE and NSE at www.bseindia.com and www.nseindia.com, respectively and the Notice is also available on the website of NSDL (agency for providing the Remote e-voting facility) i.e., www.evoting.nsdl.com.

  • c) The Cut-off Date for the purpose of determining the Members eligible for participation in remote e-voting, is Friday, October 3, 2025 (“ Cut Off Date ”). A person who is not a Member as on the Cut Off Date should treat this Notice for information purpose only.

  • d) 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.

  • e) It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, Members 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.

  • f) 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 or send a request to Ms. Pallavi Mhatre at [email protected].

  • Instructions for Remote e-voting: The details of the process and manner for voting electronically are mentioned below:

The remote e-voting period for the Postal Ballot begins on Thursday, October 9, 2025 at 9:00 a.m. (IST) and ends on Friday, November 7, 2025 at 5:00 p.m. (IST). The remote e-voting module shall be disabled by NSDL for voting thereafter.

Step 1: Access to NSDL e-voting system

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

Details on Step 1 are mentioned below:

a) Login method for e-voting for Individual Shareholders holding securities in demat mode:

In terms of SEBI circular dated December 9, 2020 and master circular bearing reference no SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 all Individual Members holding shares of the Company in demat mode can cast their vote by way of single login credential, through their demat accounts/ website of Depositories/ Depositary Participants.

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

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

Type of Shareholders Login Method Login Method
Individual
Shareholders
holding securities in demat
mode with NSDL.
1.
2.
3.
4.
Existing IDeAS user can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.com either on a Personal Computer or on a mobile.
On the e-Services home page click on the “Beneficial Owner” icon under
“Login” which is available under ‘IDeAS’ section , this will prompt you
to enter your existing User ID and Password. After successful
authentication, you will be able to see e-Voting services under Value
added services. Click on “Access to e-Voting” under e-Voting services
and you will be able to see e-Voting page. Click on company name or e-
Voting service provider i.e., NSDL and you will be re-directed to e-
Voting website of NSDL for casting your vote during the remote e-
Voting period.
If you are not registered for IDeAS e-Services, option to register is
available athttps://eservices.nsdl.com.Select “Register Online for
IDeAS
Portal”
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Visit the e-Voting website of NSDL. Open web browser by typing the
following URL:https://www.evoting.nsdl.com/ either on a Personal
Computer or on a mobile. Once the home page of e-Voting system is
launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have
to enter your User ID (i.e. your sixteen digit demat account number hold
with NSDL), Password/OTP and a Verification Code as shown on the
screen. After successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider i.e. NSDL and you will be redirected
to e-Voting website of NSDL for casting your vote during the remote e-
Voting period.
Shareholders/Members
can
also
download
NSDL
Mobile
App
NSDL Speede” facility by scanning
the QR code mentioned below for
seamless votingexperience.
Individual
Shareholders
holding securities in demat
mode with CDSL
1.
2.
3.
4.
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 users to
login
Easi
/Easiest
are
requested
to
visit
CDSL
website
www.cdslindia.com and click on login icon & New System Myeasi Tab
and then use your existing Myeasi username & password.
After successful login the Easi / Easiest user will be able to see the e-
Voting option for eligible companies where the e-voting is in progress as
per the information provided by company. On clicking the e-voting
option, the user will be able to see e-Voting page of the e-Voting service
provider for casting your vote during the remote e-Voting period.
Additionally, there is also links provided to access the system of all e-
Voting Service Providers, so that the user can visit the e-Voting service
providers’ website directly.
If the user is not registered for Easi/Easiest, option to register is available
at CDSL websitewww.cdslindia.comand click on login & New System
Myeasi Tab and then click on registration option.
Alternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from a e-Voting link available on
www.cdslindia.comhome 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 e-voting is in progress and also able to directly
access the system of all e-VotingService Providers.
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. 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 provider i.e.,
NSDL and you will be redirected to e-Voting website of NSDL for
casting your vote duringthe remote e-Voting period.

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
Individual
Shareholders
holding securities in demat
mode with NSDL
Members facing any technical issue in login can contact NSDL helpdesk by
sending a request [email protected] or call at 022 - 4886 7000
Individual
Shareholders
holding securities in demat
mode with CDSL
Members facing any technical issue in login can contact CDSL helpdesk by
sending a request [email protected] or contact at toll free
no. 1800 21 09911
  • b) Login Method for e-Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode:

  • i. 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.

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

  • iii. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e., IDEAS, you

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

iv. Your User ID details are given below:

Manner of holding shares i.e.,
Demat (NSDL or CDSL) or
Physical
Your User ID is:
a) For Members who hold shares
in demat account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example, if your DP ID is IN300 and Client ID is
12
thenyour user ID is IN30012**.
b) For Members who hold shares
in demat account with CDSL.
16 Digit Beneficiary ID
For example, if your Beneficiary ID is 12** then
your user ID is 12**
c) For Members holding shares in
Physical Form.
EVEN Number followed by Folio Number registered with the
Company.
For example, if folio number is 001 and EVEN is 101456
then user ID is 101456001
  • v. 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) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  • (c) How to retrieve your ‘initial password’?

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

    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

  • vi. 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) If you 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.

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

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

  • ix. After you click on the “Login” button, Home page of e-voting will open.

Details on Step 2 are mentioned below:

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 and General Meeting is in active status.

  2. Select “EVEN” of Vesuvius India Limited to cast your vote during the remote e-voting period.

  3. EVEN for Vesuvius India Limited is 137369 .

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

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

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

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

  8. Once you confirm your vote on the Resolution, you will not be allowed to modify your vote.

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

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

  • a) In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) and by submitting duly filled and signed Form ISR-1 with the CB Management at [email protected].

  • b) 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 shareholder holding securities in demat mode, you are requested to refer to the login -

  • method explained at Step 1 A ) Login method for e voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

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

==> picture [6 x 6] intentionally omitted <==

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND THE SECRETARIAL STANDARD ON GENERAL MEETINGS (SS-2) FORMING PART OF THE NOTICE

Item No. 1: Appointment of Ms. Rashmi Joshi (DIN : 06641898) as an Independent Director of the Company for a period of five consecutive years with effect from September 24, 2025:

Based on the recommendation of the Nomination and Remuneration Committee (“ NRC ”), the Board of Directors of the Company at its meeting held on September 23, 2025, has appointed Ms. Rashmi Joshi (DIN : 06641898) as an Additional Director of the Company in Independent Category with effect from September 24, 2025.

Further, subject to the approval of the Members of the Company and in compliance with the provisions of Sections 149 and 152 of the Companies Act, 2013 (the “Act” ) read with Schedule IV thereto, the Rules framed thereunder, the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI LODR” ) and the Remuneration Policy of the Company, and based on the recommendations of the NRC, the Board has appointed Ms. Joshi as an Independent Director of the Company, for a term of 5 (five) consecutive years with effect from September 24, 2025, subject to approval of the Members. Ms. Joshi shall not be liable to retire by rotation.

Being appointed as an Additional Director, Ms. Joshi holds office up to the date of next annual general meeting of the Company. A notice under Section 160 of the Act has been received from a Member of the Company proposing the candidature of Ms. Joshi for appointment as an Independent Director of the Company.

Ms. Joshi is qualified to be appointed as a Director in terms of Section 164 of the Act and has given her consent to act as a Director. The Company has also received a declaration from her that she meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR and that she is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority.

Ms. Joshi has over 30 years of experience and possesses relevant skills and expertise in finance, business strategy, governance, risk management, and leadership. In the opinion of the Board, Ms. Joshi has the requisite skills and capabilities required for her role as an Independent Director. In terms of Section 150 of the Companies Act, 2013 and the rules made thereunder, she is registered with the Indian Institute of Corporate Affairs (IICA) and is exempted from appearing for the online proficiency self-assessment test. Ms. Joshi is independent of the management.

Ms. Joshi is entitled to receive remuneration by way of sitting fees, as may be approved by the Board for attending Board/Committee(s) meetings, reimbursement of expenses for participation in the meetings and also Commission on Net Profits of the Company not exceeding 1% in aggregate (together with all Non-Executive Directors) as computed in the manner referred to in Section 198 of the Act and Rules framed thereunder. Ms. Joshi does not hold any share in the Company, either directly or indirectly.

A brief profile of Ms. Joshi is provided in the Annexure – A to this Notice along with other requisite information in compliance with Regulation 36(3) of the SEBI LODR and the SS-2.

Pursuant to Regulation 17(1C) read with Regulation 25(2A) of the SEBI LODR, approval of shareholders for appointment or reappointment of a person on the board of directors needs to be taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier and the appointment of an independent director shall be subject to the approval of shareholders by way of a special resolution.

Based on Ms. Joshi’s skills, experience, expertise and knowledge, the Board is of the opinion that it will be in the best interest of the Company to appoint Ms. Joshi as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from September 24, 2025.

The requisite documents relating to her appointment shall be made available for inspection electronically by the Members of the Company, during 10:00 a.m. IST to 2:00 p.m. IST on all working days, up to and including the last date specified for casting the votes through remote e-voting i.e., up to November 7, 2025. Members desirous of inspecting the same may send their requests at [email protected] from their registered email addresses with the subject line “Vesuvius India Limited – Postal Ballot 2025” mentioning their names and folio numbers / demat account numbers.

Except Ms. Joshi and her relatives, no other Director or Key Managerial Personnel of the Company, or their relatives, is concerned or interested financially or otherwise, in the Resolution as set out in Item No. 1 of this Notice.

The Board of Directors commends the Special Resolution set out at Item No. 1 of this Postal Ballot Notice for approval by the members.

Item No. 2: Appointment of Mr. Sridhar Gorthi (DIN : 00035824) as an Independent Director of the Company for a period of five consecutive years with effect from September 24, 2025:

Based on the recommendation of the Nomination and Remuneration Committee (“ NRC ”), the Board of Directors of the Company at its meeting held on September 23, 2025, has appointed Mr. Sridhar Gorthi (DIN : 00035824) as an Additional Director of the Company in Independent Category with effect from September 24, 2025.

Further, subject to the approval of the Members of the Company and in compliance with the provisions of Sections 149 and 152 of the Act read with Schedule IV thereto, the Rules framed thereunder, the applicable provisions of SEBI LODR and the Remuneration Policy of the Company, and based on the recommendations of the NRC, the Board has appointed Mr. Gorthi as an Independent Director of the Company, for a term of 5 (five) consecutive years with effect from September 24, 2025, subject to approval of the Members. Mr. Gorthi shall not be liable to retire by rotation.

Being appointed as an Additional Director, Mr. Gorthi holds office up to the date of next annual general meeting of the Company. A notice under Section 160 of the Act has been received from a Member of the Company proposing the candidature of Mr. Gorthi for appointment as an Independent Director of the Company.

Mr. Gorthi is qualified to be appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Company has also received a declaration from him that he meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR and that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority.

Mr. Gorthi has over 20 years of experience and possesses relevant skills and expertise in governance, financial, regulatory/legal and risk management, global business management, and leadership. In the opinion of the Board, Mr. Gorthi has the requisite skills, experience, and capabilities required for his role as an Independent Director. In terms of Section 150 of the Companies Act, 2013 and the rules made thereunder, he is registered with the Indian Institute of Corporate Affairs (IICA) and is exempted from appearing for the online proficiency self-assessment test. Mr. Gorthi is independent of the management.

Mr. Gorthi is entitled to receive remuneration by way of sitting fees, as may be approved by the Board for attending Board/Committee(s) meetings, reimbursement of expenses for participation in the meetings and also Commission on Net Profits of the Company not exceeding 1% in aggregate (together with all Non-Executive Directors) as computed in the manner referred to in Section 198 of the Act and rules framed thereunder. Mr. Gorthi does not hold any share in the Company, either directly or indirectly.

A brief profile of Mr. Gorthi is provided in the Annexure – A to this Notice along with other requisite information in compliance with Regulation 36(3) of the SEBI LODR and the SS-2.

Pursuant to Regulation 17(1C) read with Regulation 25(2A) of the SEBI LODR, approval of shareholders for appointment or reappointment of a person on the board of directors needs to be taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier and the appointment of an independent director shall be subject to the approval of shareholders by way of a special resolution.

Based on Mr. Gorthi’s skills, experience, expertise and knowledge, the Board is of the opinion that it will be in the best interest of the Company to appoint Mr. Gorthi as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from September 24, 2025.

The requisite documents relating to his appointment shall be made available for inspection electronically by the Members of the Company, during 10:00 a.m. IST to 2:00 p.m. IST on all working days, up to and including the last date specified

for casting the votes through remote e-voting i.e., up to November 7, 2025. Members desirous of inspecting the same may send their requests at [email protected] from their registered email addresses with the subject line “Vesuvius India Limited – Postal Ballot 2025” mentioning their names and folio numbers / demat account numbers.

Except Mr. Gorthi and his relatives, no other Director or Key Managerial Personnel of the Company, or their relatives, is concerned or interested financially or otherwise, in the Resolution as set out in Item No. 2 of this Notice.

The Board of Directors commends the Special Resolution set out at Item No. 2 of this Postal Ballot Notice for approval by the members.

Item No. 3: Appointment of Mr. Biswadip Gupta (DIN : 00048258) as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation:

Mr. Biswadip Gupta is a BE (Metallurgy) and MBA and has more than 45 years of experience in the steel and refractory industries and has been associated with the Vesuvius Group since 1979 and was instrumental in setting up of the Indian operations. Mr. Gupta was one of the first director at the time of incorporation of the Company in September 1991 and served as Managing Director of the Company from February 1992 to April 2007. Mr. Gupta also served as a NonExecutive Director of the Company from April 2007 and Chairman since July 27, 2013 and later, was appointed as an Independent Director of the Company.

Pursuant to the provisions of the Act and the rules made thereunder, and in accordance with the applicable provisions of SEBI LODR, Mr. Biswadip Gupta’s second term of five consecutive years as an Independent Director of the Company was due to expire on September 24, 2025.

However, in view of Mr. Gupta’s rich experience and expertise in the steel and refractory industries, his leadership in strategic decision-making, and his invaluable contribution to shaping Vesuvius in India, the Board of Directors of the Company at its meeting held on September 23, 2025, based on the recommendations of NRC, has appointed Mr. Gupta as an Additional Director of the Company under the Category of Non-Executive Non-Independent Director. Being an Additional Director, Mr. Gupta holds office up to the date of next annual general meeting of the Company. A notice under Section 160 of the Act has been received from a Member of the Company proposing the candidature of Mr. Gupta for appointment as a Director of the Company, liable to retire by rotation.

Pursuant to Regulation 17(1C) of the SEBI LODR, approval of shareholders for appointment or reappointment of a person on the board of directors needs to be taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Further, as per Regulation 17(1A) of the SEBI LODR, approval of the shareholders by way of a special resolution is required for appointment or continuation of the directorship of any person as a Non-Executive Director who has attained the age of seventy-five (75) years. Mr. Biswadip Gupta will attain the age of seventy-five (75) years in December 2025. Accordingly, based on the justification provided hereinabove, approval of the shareholders of the Company by way of a special resolution is also being sought for continuation of Mr. Gupta’s directorship in the Company, in compliance with Regulation 17(1A) of the SEBI LODR Regulations.

Given Mr. Gupta’s skills, extensive knowledge and rich experience about the steel and refractory industries and his invaluable contributions during his long-standing association with the Company, the Board of Directors believes that appointment of Mr. Gupta on the Board as a Non-Executive Non-Independent Director would be in the best interest of the Company.

Mr. Gupta is qualified to be appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Company has also received a declaration from him that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority.

A brief profile of Mr. Gupta is provided in the Annexure – A to this Notice along with other requisite information in compliance with Regulation 36(3) of the SEBI LODR and the SS-2.

In terms of the Company’s Remuneration Policy, Mr. Gupta is entitled to receive remuneration by way of sitting fees for attending the meetings of the Board and its Committee(s) and also Commission on Net Profits of the Company not exceeding 1% in aggregate (together with all Non-Executive Directors) as computed in the manner referred to in Section 198 of the Companies Act, 2013 and rules framed thereunder.

The requisite documents relating to his appointment shall be made available for inspection electronically by the Members of the Company, during 10:00 a.m. IST to 2:00 p.m. IST on all working days, up to and including the last date specified for casting the votes through remote e-voting i.e., up to November 7, 2025. Members desirous of inspecting the same may send their requests at [email protected] from their registered e-mail addresses with the subject line “Vesuvius India Limited – Postal Ballot 2025” mentioning their names and folio numbers / demat account numbers.

Mr. Gupta holds 37,490 (0.02%) equity shares of the Company and his relatives hold 64640 (0.03%) equity shares of the Company.

Mr. Gupta and his relatives are interested in the resolution set out at Item No. 3 of this Postal Ballot Notice to the extent of their shareholding interest in the Company. Except Mr. Gupta and his relatives, no other Director or Key Managerial Personnel of the Company, or their relatives, is concerned or interested financially or otherwise, in the Resolution as set out in Item No. 3 of this Notice.

The Board of Directors commends the Special Resolution set out at Item No. 3 of this Postal Ballot Notice for approval by the members.

By order of the Board of Directors Vesuvius India Limited Sd/Date: September 23, 2025 Saheb Ali Registered Office: Company Secretary and Compliance Officer P-104, Taratala Road, Kolkata 700088 Membership No. A33361

Annexure – A

As per the requirement of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and Clause 1.2.5 of the Secretarial Standard – 2 as issued by the Institute of Company Secretaries of India, a statement containing the requisite details of the concerned Directors is given below:

Name Ms. Rashmi Joshi Mr. Sridhar Gorthi Mr. Biswadip Gupta
DIN 06641898 00035824 00048258
Date of Birth 30/07/1966 31/07/1972 25/12/1950
Age (inyears) 60 53 74
Qualification Chartered Accountant and CompanySecretary Bachelor’s degree in law B.E.(Metallurgy)and MBA
Profile Ms. Rashmi Joshi has a distinguished career in
large multinational organizations in India and
abroad (Asia-Pacific region, based out of
Singapore). She has held country, regional, and
global leadership roles and has worked across the
FMCG, Consumer Durables, Pharmaceuticals,
and Lubricants industries.
Ms. Joshi has a progressive history of improving
corporate credibility and governance standards
by collaborating with leadership and playing a
vital role in risk management. Ms. Joshi served
as an Executive Director of Castrol India Limited
from 2005 to 2020. She also served on the Board
of Thirdware Solutions Ltd as an Independent
Director. In addition, Ms. Joshi was a Board
member of Godrej Industries Ltd and Castrol
Philippines. She has been a strategic Business
Leader & Partner and a Trusted Advisor to
corporate affairs having successfully partnered to
deliver strategy and to create new strategy and
vision. She has led the acquisition and
divestment of businesses and managed multiple
legal entitystructures in India.
Mr. Sridhar Gorthi is a founding partner of
Trilegal and serves on the firm’s management
committee. His experience spans an array of
sectors,
including
manufacturing,
pharmaceuticals,
insurance,
banking
and
financial services, technology, telecom and
media.
Mr. Gorthi has been consistently ranked in
Chambers and Partners – Asia Pacific and Global
for Corporate / M&A and Private Equity (2014–
2025). He was featured in India Business Law
Journal’s A-List 2024 of the top 100 lawyers in
India. In 2023, he was recognized as Asian Law
Firm Leader of the Year at the Asia Legal
Awards. He has also been recognized as ‘Highly
Regarded’ in M&A by IFLR1000 (2019–2024),
as a ‘Leading Partner’ for Corporate M&A by
Legal 500 Asia Pacific (2024 and 2025), and as a
‘Distinguished Practitioner’ for Corporate M&A
and Private Equity by Asialaw Profiles (2024).
Mr. Biswadip Gupta has extensive experience in
the steel and refractory industries. He has been
associated with the Vesuvius Group since 1979
and played a pivotal role in establishing the
Indian operations. Over the years, Mr. Gupta has
held several leadership positions, including the
Managing Director of the Company. Mr. Gupta
was the President of the Bengal Chamber of
Commerce and Industry, Deputy Chairman of
the Indian Refractory Makers Association, and
Chairman of CII (Eastern Region).
Mr. Gupta serves on the Board of various listed
and unlisted companies. He also served on the
Board of the Company and its various
Committees since 1991 and recently completed
his second consecutive terms of 5 (five)
consecutive years on the Board of Directors of
the Company as an Independent Director.
Experience and Expertise in
specific functional area
More than 30 years of experience in finance,
strategy, governance,leadershipetc.
Over 20 years of experience in corporate law,
M&A andprivate equityin the country
Over 45 years in the steel and refractory
industries
Terms
and
conditions
of
appointment
or
re-
appointment,
Appointment as a Non-Executive Independent
Director for a period of 5 (five) consecutive
years. Not liable to retire byrotation.
As a Non-Executive Independent Director for a
period of 5 (five) consecutive years. Not liable to
retire byrotation.
As a Non-Executive Non-Independent Director,
liable to retire by rotation
Remuneration last drawn by
such person, if applicable
Not applicable Not applicable Rs. 75 Lakhs for Financial Year 2024, consisting
of Sitting Fees of Rs. 43 Lakhs and
Commission of Rs. 32 Lakhs
Remuneration sought to be
paid
In terms of the Resolution passed by the
Shareholders at the AGM held on April 18, 2024
and asper Remuneration Policyof the Company
In terms of the Resolution passed by the
Shareholders at the AGM held on April 18, 2024
and asper Remuneration Policyof the Company
In terms of the Resolution passed by the
Shareholders at the AGM held on April 18, 2024
and asper Remuneration Policyof the Company
Date of first appointment on
the Board
September 24, 2025 September 24, 2025 07/09/1991
Membership/Chairmanship of
Committees of the Board of the
Company
Member of:
-
Audit Committee
-
Nomination and Remuneration Committee
-
Stakeholder Relationship Committee
-
Corporate Social Responsibility Committee
-
Risk Management Committee
Chairperson of:
-
Nomination and Remuneration Committee
Member of:
-
Audit Committee
-
Stakeholder Relationship Committee
-
Corporate Social Responsibility Committee
-
Risk Management Committee
Chairperson of:
-
Stakeholder Relationship Committee
-
Corporate Social Responsibility Committee
-
Risk Management Committee
-
Board Management Committee
Member of:
-
Audit Committee
Directorships of other Boards
as on date of Postal Ballot
Notice
1. Bharat Forge Limited
2. Orkla India Limited
1. Piramal Pharma Limited
2. Exide Industries Limited
3. Sterling And Wilson Data Centre Private
Limited
4. GatewaySecurities Private Limited
1. Neoceram India Private Limited
2. Dishergarh
Infrastructure
Development
Private Limited
3. IFB Industries Ltd
4. Vesuvius India Ltd
Membership / Chairmanship
of Committees of other Boards
Bharat Forge Limited
-
Member of:

Audit Committee
Orkla India Limited
-
Chairperson of:

Audit Committee
Piramal Pharma Limited
-
Member of:

Audit Committee

Risk Management Committee
Exide Industries Limited
-
Member of:

Audit Committee

Nomination
and
Remuneration
Committee

Corporate
Social
Responsibility
Committee
-
Chairperson of:

Stakeholders RelationshipCommittee
IFB Industries Ltd
-
Chairperson of:

Stakeholder Relationship Committee

Risk Management Committee
No. of shares held in the
Company
Nil Nil 37490 Equity Shares
Relationship
with
other
Directors, Manager and other
Key Managerial Personnel of
the Company
None None None
No. of Meetings of the Board
attended during theyear
Not applicable Not applicable 5 out of 5 during the year 2024, and
4 out of 4 duringtheyear 2025
Listed Entities from which she
has resigned as Director in
past 3years
Not applicable 1. Glenmark Pharmaceuticals Limited
2. Alivus Lifesciences Limited
3. HathwayCable And Datacom Limited
JSW Cement Limited

Date: September 23, 2025 Registered Office: P-104, Taratala Road, Kolkata 700088

By order of the Board of Directors Vesuvius India Limited Sd/- Saheb Ali Company Secretary and Compliance Officer Membership No. A33361