Notice of 80th Annual General Meeting of the Company

HARDCASTLE & WAUD MANUFACTURING COMPANY LIMITED Regd. Off.: Mall Office, 2nd Floor, Metro Junction Mall of West Pioneer Properties (I) Pvt. Ltd, Netivali, Kalyan (E), Thane – 421306 E-mail Id: ho@hawcoindia.com Website: www.hawcoindia.in CIN: L99999MH1945PLC004581 Tel. No.:022-22837658-62 3rd September, 2026 BSE Ltd Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Sub: Notice of 80th Annual General Meeting of the Company Dear Sirs, Pursuant to the provisions of Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, enclosed herewith is the Notice of ensuing 80th Annual General Meeting of the Company, which forms part of the Annual Report. Thanking you, Yours faithfully, For Hardcastle & Waud Manufacturing Company Limited Smita Achrekar Company Secretary & Compliance Officer Encl: a/a 80TH ANNUAL REPORT 2025 – 2026 HARDCASTLE & WAUD MANUFACTURING COMPANY LIMITED BOARD OF DIRECTORS Mr Banwari Lal Jatia, Managing Director Ms Pranjali Mangal Bhandari, Independent Director Mr Manekchand Panda, Independent Director Mr Ganpat Lal Dadhich, Non-Executive Director REGISTERED OFFICE Mall Office, 2nd Floor, Metro Junction Mall of West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan(E), Thane - 421 306 CORPORATE OFFICE Gate No. 10, 1st Floor, Brabourne Stadium, 87 Veer Nariman Road, Mumbai 400 020 AUDITORS Messrs Desai Saksena & Associates, Chartered Accountants REGISTRARS & SHARE TRANSFER AGENT MUFG Intime India Private Limited C-101, 1st Floor, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai – 400 083 Contact No.: +91 22 4918 6000/+91 8108116767 Fax: +91 22 4918 6060 Email id: investor.helpdesk@in.mpms.mufg.com HARDCASTLE & WAUD MANUFACTURING COMPANY LIMITED Regd. Off.: Mall Office, 2nd Floor, Metro Junction Mall of West Pioneer Properties (India) Pvt. Ltd, Netivali, Kalyan (E), Thane – 421306 E-mail Id: ho@hawcoindia.com Website: www.hawcoindia.in CIN: L99999MH1945PLC004581 Tel. No.: 022-22837658-62 Notice is hereby given that the Eightieth (80th) Annual General Meeting (AGM) of members of the Company will be held at Board Room, 1st Floor, Hotel Gurudev Grand, Gurudev Darshan, Near Adharwadi Circle, Above Croma Store, Kalyan (West), Thane - 421 301 on Wednesday, the 30th September, 2026 at 10:00 a.m. to transact the following business: ORDINARY BUSINESS: 1. To consider and adopt the Audited Financial Statements of the Company for the year ended March 31, 2026 together with reports of the Directors and the Auditors thereon. 2. To appoint a director in place of Mr Banwari Lal Jatia (DIN: 00016823), who retires by rotation and, being eligible, offers himself for re-appointment. SPECIAL BUSINESS: 3. To consider and, if thought fit, to give ASSENT / DISSENT to the following Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act, 2013 (“the Act”) read with relevant Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and in terms of applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, from time to time, and the Company’s policy on related party transaction(s) and subject to such other approvals, sanctions, consents and permissions as may be necessary, approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which term shall include any committee constituted by the Board of Directors of the Company or any person authorised by the Board to exercise the powers conferred on the Board of Directors of the Company by this resolution) to enter and or continue to enter into and or carry out Transaction(s) / Contract(s) / Arrangement(s) / Agreement(s) etc. (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise) with Related Parties for and on behalf of the Company, as the Board may in its absolute discretion deem fit, during the Financial Year 2026-2027 and for the next Financial Year 2027-2028 (i.e. from the date of this Annual General Meeting until the date of the next Annual General Meeting of the Company to be held in the calendar year 2027), details of which including the material terms and conditions are provided in the explanatory statement to this Resolution. RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby authorized to negotiate, agree, make, accept and finalize all such term(s), condition(s), modification(s) and alteration(s) as it may deem fit from time to time and the Board is also hereby authorized to resolve and settle, from time to time all questions, difficulties or doubts that may arise with regard to any such Transaction(s) / Contract(s) / Arrangement(s) / Agreement(s) etc. and to finalize, execute, modify and amend all documents and writings etc. and to do all such acts, deeds, matters and things in this connection and incidental as the Board in its absolute discretion may deem fit without being required to seek any further consent or approval of the members of the Company or otherwise to the end and intent that they shall be deemed to have been given their consent or approval thereto expressly by the authority of this resolution.” Notes: 1. A Statement pursuant to Section 102 (1) of the Companies Act, 2013 (the Act), relating to Special Business to be transacted at the meeting is annexed hereto. 2. A person entitled to attend and vote at the meeting is entitled to appoint one or more proxy to attend and vote (on a poll) instead of himself / herself and a proxy need not be a member of the Company. Proxies, in order to be effective, must be delivered / deposited at Registered Office of the Company not less than 48 hours before commencement of the meeting. 3. Members who have not yet claimed their shares from Company’s Unclaimed Shares Suspense Demat Account are requested to do so through the Company’s Registrars and Share Transfer Agent viz. MUFG Intime India Private Limited (RTA) . 4. The Register of Members and Share Transfer Books of the Company will remain closed from 29th September, 2026 to 30th September, 2026. 5. Non-individual members intending to send their authorised representative to attend the meeting shall send along with such person a certified true copy of their Board’s Resolution or a Authority Letter (Original), as the case may be, authorizing that person to attend and vote on their behalf at the Meeting. 6. As per regulation 40 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, securities of listed companies can be transferred only in dematerialized form. SEBI has vide its circular dated 30th January, 2026 bearing no. HO/38/13/11(2)2026-MIRSD-POD/ I/3750/2026 provided a Special window (from 5th February, 2026 to 4th February, 2027) to investors to facilitate lodgement of transfer requests executed prior 1st April, 2019 but were either not lodged for transfer or were lodged and subsequently rejected, returned or not attended due to deficiency in the documents. Investors are encouraged to submit their transfer requests along with original share certificate(s), transfer deed(s) and other requisite documents before 4th February, 2027 to Company/RTA. Securities transferred through this mechanism shall be credited only in dematerialized form and will remain under lock-in for one year, during which they cannot be transferred, lien-marked or pledged. The Company has communicated the opening of this special window through newspaper advertisements which are available on the website of Company at http://www.hawcoindia.in/advertisement_in_newspapers.html . 7. Rule 3 of the Companies (Management & Administration) Rules, 2014 mandates that the Register of Members of a company should [Showing first 8,000 characters — download PDF for full document]