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Western Ministil Ltd. Proxy Solicitation & Information Statement 2026

Mar 30, 2026

63199_rns_2026-03-30_ede17823-9014-4f3e-9972-9b6e3625ea7d.pdf

Proxy Solicitation & Information Statement

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WESTERN MINISTIL LIMITED

Regd. Office: SHP No. 413, Fourth Floor, CTS No. 458, Disha Construction, Subhash Road, E-Square, Village Vile Parle (East), Mumbai - 400057, Maharashtra CIN: 128932MH1972PLC015928 Email: wm][email protected]; Web: www.westernministil.in Mob.: 8369622473

Date:30/03/2026

To, The Manager- Listing Department BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort, Mumbai-400 001. Reference: BSE Scrip Code: 504998 ISIN: INE187U01015

Subject: Corrigendum to Notice of Extraordinary General Meeting to be held on April 15" ,2026

This is with reference to the Notice of Extraordinary General Meeting ("EGM") of the Company scheduled to be held on 15t» April,2026 for which company already had published the notice on BSE dated 23'4 March ,2026.

The Company hereby issues the following corrigendum to Item No. 2 and Item No. 3 of the EGM Notice under the heading:

"Annexure-A: Disclosure required pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 of ICSI"

The nationality of the proposed appointees was inadvertently mentioned incorrectly. The same shall be read as follows:

Correction in Annexure-A:

  • e Mr. Kalpesh Naginbhai Patel Nationality shall be read as USA instead of Indian
  • e Mrs. Vandana Patel Nationality shall be read as USA instead of Indian

Except for the above correction, all other contents of the Notice of EGM shall remain unchanged. This Corrigendum shall form an integral part of the Notice of the EGM already circulated to the shareholders.

The Corrigendum is also being disseminated on the website of the Company and submitted to the Stock Exchange.

Kindly take the same on record. For Western Ministil Ltd

Satish Digitally signed by Satish Ramsevak pate 7026.03.30 111234 Pandey +05'30!

Satish Ramsevak Pandey Director

DIN:03563657

WESTERN MINISTIL LIMITED CIN: L28932MH1972PLC015928

Registered Office: SHP No. 413, Fourth Floor, CTS No. 458, Disha Construction, Subhash Road, E-Square, Village Vile Parle (East), Mumbai - 400057

Email: [email protected]; Website: www.westernministil.in Contract: +91- 8369622473

NOTICE TO THE MEMBERS

NOTICE is hereby given that the Extra-Ordinary General Meeting (EGM) of the Members of Western Ministil Limited will be held on Wednesday, April 15", 2026 at 03:00 P.M. through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM") to transact the following special business(es):

. APPROVAL FOR ACQUISITION OF 100% SHAREHOLDING IN MICRON CALCITE PRIVATE LIMITED AND APPROVAL OF MATERIAL RELATED PARTY TRANSACTION

To consider, and, if thought fit t, approve the material related party transaction(s) proposed to be entered into by the Company and to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 read with the rules framed thereunder (including any statutory amendment(s) or re-enactment(s) thereof, for the time being in force, if any), and in terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended from time to time, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company ("Board"), for entering into agreement / and carrying out acquisition of 10,000 Equity Shares of Rs.10 each representing 100% of the paidup share capital of Micron Calcite Private Limited ,proposed subsidiary and related party of the Company , as per the details set out in the explanatory statement annexed to this notice, notwithstanding the fact that the aggregate value of all these transaction(s), whether undertaken directly by the Company or along with its proposed subsidiary(ies), may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as applicable from time to time, provided, however, that the said agreement(s)/ acquisition(s)/ transaction(s) shall be carried out at an arm's length basis and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT the total consideration for the said acquisition shall be paid on cash basis and as per the valuation carried out as per the valuation report by the Independent registered valuer.

RESOLVED FURTHER THAT upon completion of the acquisition, Micron Calcite Private Limited shall become a Wholly Owned Subsidiary of Western Ministil Limited.

RESOLVED FURTHER THAT the Board be and is hereby severally authorised to execute all such agreements, documents, instruments and writings as deemed necessary, with power to alter and vary the terms and conditions of such contracts / arrangements / transactions, settle all questions, difficulties or doubts that may arise in this regard.".

. REGULARIZATION OF MR. KALPESH NAGINBHAI PATEL (DIN: 02224612) AS NON EXECUTIVE DIRECTOR

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

RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Kalpesh Naginbhai Patel (DIN: 02224612), who was appointed by the Board of Directors as an Additional Director (Non-Executive Non-Independent Director) of the Company with effect from February,9" ,2026 in terms of Section 161(1) of the Companies Act, 2013 and who holds office up to the date of this Extraordinary General Meeting, and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 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 FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be necessary to give effect to this resolution."

3. REGULARIZATION OF MRS. VANDANA PATEL AS NON EXECUTIVE DIRECTOR

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

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder, and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mrs. Vandana Patel (DIN: 10659733), who was appointed by the Board of Directors as an Additional Director (Non-Executive Non-Independent Director) of the Company with effect from February,9" ,2026 in terms of Section 161(1) of the Companies Act, 2013 and who holds office up to the date of this Extraordinary General Meeting, and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 proposing her 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 FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be necessary to give effect to this resolution

4. APPOINTMENT OF MRS. HIRALBEN MEHULSINGH GOHIL (DIN:11146010) AS THE NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY FOR A TERMS OF 5 YEARS

To consider appointment of Mrs. Hiralben Mehulsingh Gohil (DIN: 11146010) as the Non- Executive Independent director and if thought fit, to pass with or without modifications, the following resolution as special resolution:

"RESOLVED THAT pursuant to the provisions of sections 149, 150, 152, 161 and other applicable provisions of the Companies Act, 2013 ("Act") read with Schedule IV of the Act and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification or reenactment thereof, for the time being in force) and pursuant to the notice received under section 160 of the Act and recommendation of the Nomination and Remuneration Committee of the Company and in line with the Articles of Association of the Company, subject to approval of the members, Mrs. Hiralben Mehulsingh Gohil (DIN:11146010), who was appointed as an Additional Non-executive Independent Director of the Company with effect from March,20", 2026 and who has submitted a declaration that she meets the criteria of independence as provided in section149(6) of the Act, be and is hereby appointed as a Non-Executive Independent Director of the Company not liable to retire by rotation and to hold office for a period of 5 (five) consecutive years with effect from 20" March,2026.

RESOLVED FURTHER THAT each of the Directors and Key Managerial Personnel of the Company, be and are hereby severally authorized to do all such acts, deeds, matters and things as may be deemed necessary to give effect to the aforesaid resolution and make necessary filings and disclosures to regulatory authorities as may be required under the applicable provisions of the Act."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such deeds & things including filing of requisite Documents/Forms with the Stock Exchange(s),Registrar of Companies, with such authorities as may be required in regard to the to the above Resolution."

By order of the Board of Directors For Western Ministil Limited

Sd/- Place: Mumbai Prakash Baliram Shewale Date: March 23, 2026 Managing Director DIN: 10967169

Registered Office: SHP No. 413, Fourth Floor, CTS No. 458, Disha Construction, Subhash Road, E-Square, Village Vile Parle (East), Mumbai - 400057 CIN: L28932MH1972PLC015928

NOTES:

  1. Pursuant to the applicable provisions of the, Companies Act, 2013 (the "Act") and Rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") read with circulars issued by the Ministry of Corporate Affairs ("MCA") vide its General Circular No. 20/2020 dated May 05, 2020 in conjunction with Circular No. 14/2020 dated April 08, 2020 and Circular No. 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 02/2021 dated January 13, 2021,10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, Circular No. 3/ 2022 dated May 5, 2022, 11/2022 dated December 28, 2022, Circular No: 09/2023 dated September 25, 2023 and Circular No: 09/2024 dated September 19, 2024 (hereinafter collectively referred to as "MCA Circulars") and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time) Regulation 44 of SEBI Listing Regulations, the MCA Circulars granted certain relaxations and thus permitted the holding of Extraordinary General Meeting ("EGM") of the companies through Video Conferencing or Other Audio Visual Means ("VC/OAVM'') viz. without the physical presence of the Members at a common venue. Hence in compliance with the provisions of the Act, SEBI Listing Regulation and MCA / SEBI Circulars, as applicable, the EGM of the Company is being held through VC /OAVM.

For this purpose, the Company has availed services from National Securities Depository Limited (NSDL) for conducting EGM through electronic means, as an authorized agency. The facility of casting votes by a member using remote e-voting system as well as online voting during the EGM will be provided by the National Securities Depository Limited (NSDL).

  • Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the EGM through VC/OAVM and participate there at and cast their votes through e-voting.
  • The Members can join the EGM in the VC/OAVM mode 30 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.
  • The attendance of the 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.
  • Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) the Secretarial Standard on General Meetings (SS-2) issued by the ICSI and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs from time to time the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as e-voting on the date of the EGM will be provided by NSDL.
  • In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM/EGM has been uploaded on the website of the Company at www.westernministil.in. The Notice can also be accessed from the websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com and the EGM/EGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) ie. www.evoting.nsdl.com.
  • EGM/ has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular issued from time to time Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) the Secretarial Standard on General Meetings (SS-2) issued by the ICSI and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs from time to time the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities

Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as e-voting on the date of the EGM will be provided by NSDL.

  • The Members can join the EGM in the VC/OAVM mode 30 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.
  • The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
    1. The Deemed Venue of the EGM of the Company shall be its Registered Office.
    1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 and Regulation 36 (3) of the SEBI Listing Regulations, in respect of the Special Business to be transacted at the Extraordinary General Meeting as set out in the Notice is annexed hereto.
    1. The Company has appointed M/s. Somani & Associates, Practicing Company Secretaries, as scrutinizer of the Company to scrutinize the voting process.
    1. The SEBI has mandated submission of Permanent Account Number ("PAN") by every participant in securities market. Accordingly, Members holding shares in electronic form are requested to submit their PAN to their respective Depository Participants. Members holding shares in physical form can submit their PAN to the Company/ Registrar and Share Transfer Agent.
    1. In case all the joint holders are attending the Meeting, the Member whose name appears as first holder in the order of names as per Register of Members of the Company will be entitled to vote at the Meeting.
    1. The EGM will be held through VC/ OAVM, without the physical presence of the Members at a common venue. Hence, the Attendance Slip and Route Map are not annexed to this Notice.

THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOININGVIRTUAL MEETINGSARE AS UNDER:

The remote e-voting period begins on 12 April, 2026 at 9:00 A.M. and ends on 14" April, 2026 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 08 April,2026, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 08" April, 2026.

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

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below: Step 1: Access to NSDL e-Voting system

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

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

Type of Login Method
shareholders
Individual For
1.
OTP based login you can click
Shareholders holding on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter
securities in demat your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter
mode with NSDL. the OTP received on registered email id/mobile number and click on login. After
successful authentication, you will be redirected to NSDL Depository site wherein you
can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL

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

and you will be redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
NSDL
IDeAS
Existing
e-Services
website
user
can
Viz.
visit
the
of
2.
https://eservices.nsdl.com either on a Personal Computer or ona mobile. On the e-Services
home page click on the "Beneficial Owner" icon under "Login" which is available under
'IDeAS' section , this will prompt you to enter your existing User ID and Password. After
successful authentication, you will be able to see e-Voting services under Value added
services. Click on "Access to e-Voting" under e-Voting services and you will be able to
see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and
you will be re-directed to e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
If you are not registered for IDeAS
e-Services,
option to
register is available
at
3.
Select "Register Online for IDeAS Portal" or click at
https://eservices.nsdl.com.
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
4.
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon "Login" which is available
under 'Shareholder/Member' section. A new screen will open. You will have to enter your
User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP
and a Verification Code as shown on the screen. After successful authentication, you will
be redirected to NSDL Depository site wherein you can see e-Voting page. Click on
company name or e-Voting service provider i.e. NSDL and you will be redirected to e
Voting website of NSDL for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility
5.
by scanning the QR code mentioned below for seamless voting experience.
NSDL Mobile App is available on
é AppStore
> Google Play
Individual
Shareholders holding
securities in demat
mode with CDSL
Users who have opted for CDSL Easi / Easiest facility, can login through their existing
1.
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 user your
existing my casi username & password.
After successful login the Easi / Easiest user will be able to see the e-Voting option for
2.
eligible companies where the evoting is in progress as per the information provided by
company. On clicking the evoting 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 or
joining virtual meeting & voting during the meeting. 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.
Ifthe user is not registered for Easi/Easiest, option to register is available at CDSL website
3.
www.cdslindia.com and 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
4.
Number and PAN No. from a e-Voting link available on www.cdslindia.com home page.
The system will authenticate the user by sending OTP on registered Mobile & Email as
recorded in the Demat Account. After successful authentication, user will be able to see
the e-Voting option where the evoting is in progress and also able to directly access the
system of all e-Voting Service Providers.
Individual
Shareholders
(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 ic. NSDL and you will be redirected to e
Voting website of NSDL for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting.

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

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

Password option available at abovementioned website. Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget
through Depository i.e. NSDL and CDSL. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
Login type
Shareholders
Individual
Helpdesk details
holding Members facing any technical issue in login can contact NSDL helpdesk by
securities in demat mode with NSDL __ sending a request at [email protected] or call at 022 - 4886 7000
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk by
securities in demat mode with CDSL sending a request at helpdesk.evoting(@cdslindia.com or contact at toll free no.
1800-21-09911
B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders
holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
e-Voting
website
Visit
the
1.
NSDL.
Open
URL:
web
browser
following
typing
by
of
the
https:/Awww.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2.
*Shareholder/Member' section.
Once the home page of e-Voting system is launched, click on the icon "Login" which is available under
shown on the screen. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/
Your User ID details are given below: 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.
Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in
8 Character DP ID followed by 8 Digit Client ID
    1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:/Awww.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
    1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under *Shareholder/Member' section.
  • 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.
through Depository i.e. NSDL and CDSL. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login
Login type Helpdesk details
Individual
Shareholders
holding Members facing any technical issue in login can contact NSDL helpdesk by
securities in demat mode with NSDL __ sending a request at [email protected] or call at 022 - 4886 7000
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk by
securities in demat mode with CDSL sending a request at helpdesk.evoting(@cdslindia.com or contact at toll free no.
1800-21-09911
B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders
holding securities in demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
e-Voting
website
Visit
the
1.
NSDL.
Open
URL:
web
browser
following
typing
by
the
of
https:/Awww.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under
*Shareholder/Member' section.
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.
Your User ID details are given below:
(NSDL or CDSL) or Physical
a) For Members who hold shares in
demat account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300*** and Client ID is
12** then your user ID is IN30012*.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL. For example if your Beneficiary ID is 12*### #4 ee
then your user ID is 12
###
HE HH HEE
For Members
holding
c)
in EVEN Number followed by Folio Number registered with
shares
Physical Form. the company
For example if folio number is 001 and EVEN is 101456
then user ID is 101456001
5. Password details for shareholders other than Individual shareholders are given below:
a)
your vote.
If you are already registered for e-Voting, then you can user your existing password to login and cast
b) Ifyou are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password'
which was communicated to you. Once you retrieve your 'initial password', you need to enter the "initial
How to retrieve your 'initial password'?
c)
password' and the system will force you to change your 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 ic. 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.
6. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
    1. Password details for shareholders other than Individual shareholders are given below:
  • a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
  • b) Ifyou are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the "initial password' and the system will force you to change your password.
  • c) How to retrieve your 'initial password'?
    • (i) 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 ic. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your "User ID' and your 'initial password'.
    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
    1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
  • a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

  • b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting nsdl.com.
  • C) 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.
    1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
  • Now, you will have to click on "Login" button.
    1. After you click on the "Login" button, Home page of e-Voting will open. °

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

  • How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
    1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
    1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on" "VC/OAVM" link placed under "Join Meeting". General Guidelines for shareholders
  • Now you are ready for e-Voting as the Voting page opens.
  • Cast your vote by selecting appropriate options i.c. 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.
  • Upon confirmation, the message "Vote cast successfully" will be displayed.
  • You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

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

    1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to evoting(@@nsdl.com. 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.
  • It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
  • 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 Apeksha Gujamgunde at [email protected]

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

    1. Incase shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected]
    1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.c. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
    1. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
    1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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

  • The procedure for e- Voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.
  • 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 at the EGM.
  • The details of the person who may be contacted for any grievances connected with the facility for e- Voting on the day of the EGM/ shall be the same person mentioned for Remote e-voting.

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

    1. Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e- Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM" placed under "Join meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
  • Members are encouraged to join the Meeting through Laptops for better experience.
  • Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
  • Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
  • Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably.

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 1: APPROVAL FOR ACQUISITION OF 100% SHAREHOLDING IN MICRON CALCITE PRIVATE LIMITED AND APPROVAL OF MATERIAL RELATED PARTY TRANSACTION

As per the Regulation 23(1) and 23(4) of the SEBI Listing Regulations, as amended as amended from time to time mandates prior approval of members by means of an ordinary resolution for all material related party transactions and subsequent material modifications as defined by the audit committee,even if such transactions are in the ordinary course of business of the concerned company and at an arm's length basis. As per Schedule XII a transaction with a related party shall be considered as material if the transaction(s) to be entered into, either individually or taken together with previous transactions during a financial year, whether directly and/or through its subsidiary(ies), exceed(s) 10% of the annual consolidated turnover of the listed entity where Consolidated Turnover of Listed Entity is upto 20,000 Crore as per the last audited financial statements of the listed entity.

DEATAILS OF RELATED PARTY TRANSACTION

As per the Regulation 23(1) and 23(4) of the SEBI Listing Regulations, as amended as amended from time to time
mandates prior approval of members by means of an ordinary resolution for all material related party transactions and
subsequent material modifications as defined by the audit committee,even if such transactions are in the ordinary
course of business of the concerned company and at an arm's length basis. As per Schedule XII a transaction with a
related party shall be considered as material if the transaction(s) to be entered into, either individually or taken together
with previous transactions during a financial year, whether directly and/or through its subsidiary(ies), exceed(s) 10%
of the annual consolidated turnover of the listed entity where Consolidated Turnover of Listed Entity is upto
20,000 Crore as per the last audited financial statements of the listed entity.
The Company proposes to enter into certain related party transaction(s) as mentioned below, on mutually agreed terms
and conditions, and the aggregate of such transaction(s), are expected to cross the applicable materiality thresholds as
mentioned above. Accordingly, as per the SEBI Listing Regulations, prior approval of the Members is being sought
for all such arrangements / transactions proposed to be undertaken by the Company. All the said transactions shall be
in the ordinary course of business of the Company and on an arm's length basis.
The Audit Committee has, on the basis of relevant details provided by the management, as required by the law, at its
meeting held on 12" March 2026, reviewed and approved the said transaction(s), subject to approval of the Members,
while noting that such transaction shall be on arms' length basis and in the ordinary course of business of the Company
The Board of Directors proposes to acquire 10,000 Equity Shares of Micron Calcite Private Limited representing
100% of its paid-up share capital at a price of Rs.454 per share based on a valuation report obtained from an
independent valuer.
The transaction qualifies as a Related Party Transaction since certain directors namely Kalpesh Naginbhai Patel and
Vandana Patel are associated with Micron Calcite Private Limited.
As per Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
transaction requires approval of shareholders and the related parties shall abstain from voting on the resolution.
OF RELATED PARTY TRANSACTION
DEATAILS
Particulars Details
Name of the Related Party Micron Calcite Private Limited
Nature of Relationship Common Directors — Kalpesh Naginbhai Patel
Nature of Transaction Acquisition of 100% shareholding
Total Value of Transaction As per the valuation report
Pricing Basis Valuation report — Rs.454 per share
Mode of Payment Cash basis
Turnover of Western Ministil Limited Nil (as per latest audited financials)
Turnover of Micron Calcite Private Limited (FY 24- Rs.2,23,37,162.95
2025)

ITEM NO. 4: APPOINTMENT OF MRS. HIRALBEN MEHULSINGH GOHIL (DIN:11146010) AS THE NON- EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY FOR A TERMS OF 5 YEARS

Pursuant to the provisions of sections 149, 150, 152, 161 and other applicable provisions of the Companies Act, 2013 ("Act") read with Schedule IV of the Act and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification or re-enactment thereof, for the time being in force) and pursuant to the notice received under section 160 of the Act and recommendation of Board of Directors of the Company and in line with the Articles of Association of the Company, Mrs. Hiralben Mehulsingh Gohil (DIN: 11146010), who was appointed as an Additional Non-executive Independent Director of the Company with effect from March 20, 2026, and who has submitted a declaration that he meets the criteria of independence as provided in section149(6) of the Act, be and is hereby re-appointed as an Independent Director of the Company for a period of 5 (five) consecutive years with effect from 20" March,2026 .

As per the Section 149 of the Companies Act, 2013, an Independent Director can hold office for a term up to 5 (five) consecutive years on the Board of a company and he shall not be included in the total number of Directors for

retirement by rotation. Further, in terms of Regulation 25 (2A) of SEBI (LODR) Regulations, 2015 the appointment
of an Independent Director of a listed entity, shall be subject to the approval of shareholders by way of a special
resolution.
The Nomination and Remuneration Committee (NRC) had recommended the Hiralben
candidature
of Mrs.
Mehulsingh Gohil based on the skill sets laid out for appointment of Independent Directors. In the opinion of the
Board, Mrs Hiralben fulfils the conditions for her appointment as an Independent Director as specified in the Act and
as stipulated in the SEBI (LODR) Regulations, 2015 and other laws for the time being in force, to the extent applicable
to the Company
None of the Directors, Key Managerial Personnel, or their relatives, are in any way concemed or interested, financially
or otherwise, in this resolution, except to the extent of their respective shareholdings, if any, in the Company.
The Board accordingly recommends the Special Resolution set out at Item No. 4 of the accompanying Notice for
approval of the Members.
Annexure-A: Disclosure required pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standard-2 of ICSI
Name of Directors
Director Identification Number
Kalpesh Naginbhai Patel
02224612
Vandana Patel
Date of Birth& Age 30/04/1971 10659733
01/07/1978
Nationality USA USA
Designation Additional Non-Executive Director Additional Non-Executive Director
Date of First Appointment
Status
9 February 2026
Additional Director
9 February 2026
Additional Director
Qualification Diploma
in
Mechanical Higher Secondary
Expertise in specific functional type _ Mechanical Engineering engineering/B.sc No expertise
Directorship of Other Companies 1 0
Chairman/Member
in
Committees
Boards
of
the
of
Companies
the NA NA
Shareholding (No. of Shares) 30,00,000 5,00,000
Disclosure of relationships between Spouse of Mrs Vandana Patel
Directors inter se
Spouse of Kalpesh Patel
Name of Directors Mrs. Hiralben Mehulsingh Gohil
Director Identification Number 11146010
Date of Birth& Age 08/09/1988
Nationality Indian
Designation Additional Non-Executive Independent Director
Date of First Appointment
Status
20 March ,2026
Additional Independent Director
Qualification MBA
Expertise in specific functional type Education
Directorship of Other Companies
Chairman/Member in the Committees of the Boards of 0
0
Companies
Shareholding (No. of Shares)
0
Name of Directors Mrs. Hiralben Mehulsingh Gohil
Director Identification Number 11146010
Date of Birth& Age 08/09/1988
Nationality Indian
Designation Additional Non-Executive Independent Director
Date of First Appointment 20 March ,2026
Status Additional Independent Director
Qualification MBA
Expertise in specific functional type Education
Directorship of Other Companies 0
Chairman/Member in the Committees of the Boards of 0
Companies
Shareholding (No. of Shares) 0
Disclosure of relationships between Directors inter se NA

By order of the Board of Directors For Western Ministil Limited

Sd/- Prakash Baliram Shewale Managing Director DIN: 10967169

Place: Mumbai Date: March 23, 2026

Registered Office:

SHP No. 413, Fourth Floor, CTS No. 458, Disha Construction, Subhash Road, E-Square, Village Vile Parle (East), Mumbai - 400057 CIN: L28932MH1972PLC015928