Shareholders meeting

Dated: November 04, 2026 The General Manager, The General Manager, National Stock Exchange of India Ltd., Bombay Stock Exchange Ltd., Exchange Plaza, 5th Floor, P. J. Towers, Dalal Street, Plot No. C/1, G-Block, Bandra-Kurla Complex Fort, Mumbai-400001 Bandra(E), Mumbai, 400051 NSE Symbol: HARDWYN Script Code: 541276 Subject: Notice of the 9th Annual General Meeting for the Financial Year 2025–26. Dear Sir / Madam, Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Notice of the 9th Annual General Meeting of the Company, scheduled to be held on Friday, November 26, 2026, at 12:30 P.M. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM) facility. You are requested to please take the same in your records. Thanking You Sincerely, For Hardwyn India Limited Rubaljeet Singh Sayal Managing Director & CFO DIN: 00280624 NOTICE IS HEREBY GIVEN THAT THE 09TH ANNUAL GENERAL MEETING OF HARDWYN INDIA LIMITED WILL BE HELD ON THURSDAY, 26th November 2026 AT 12:30 P.M. THROUGH VIDEO CONFERENCING (VC)/ OTHER AUDIO-VISUAL MEANS (OAVM) TO TRANSACT THE FOLLOWING BUSINESS: ORDINARY BUSINESS: ITEM NO. 1: To receive, consider and adopt: a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, together with the Reports of the Board of Directors and the Auditors thereon; and b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the Report of the Auditors thereon. ITEM NO. 2: TO RE-APPOINT MR. RUBALJEET SINGH SAYAL (DIN- 00280624), WHO IS LIABLE TO RETIRE BY ROTATION BEING ELIGIBLE OFFERS HIMSELF FOR REAPPOINTMENT: To consider and if thought fit, to pass the following resolution as an ORDINARY RESOLUTION: “RESOLVED THAT in accordance with the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013, Mr. Rubaljeet Singh Sayal (DIN- 00280624), who retires by rotation at this Meeting, and being eligible, having offered himself for re-appointment, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”. SPECIAL BUSINESS: ITEM NO. 3: APPOINTMENT OF M/S. AMIT H.V. & ASSOCIATES, COMPANY SECRETARIES AS THE SECRETARIAL AUDITOR OF THE COMPANY FOR A TERM OF 5 (FIVE) CONSECUTIVE YEARS: To consider and if thought fit, to pass the following resolution as an ORDINARY RESOLUTION: “RESOLVED THAT pursuant to the provisions of Section 204 of the Companies Act, 2013 (“the Act”), read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the Act (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and based on the recommendation of the Audit Committee and the Board of Directors of the Company, M/s. Amit H.V. & Associates, Company Secretaries, a peer reviewed firm (Peer Review No. 2445/2022), be and are hereby appointed as Secretarial Auditors to conduct the Secretarial Audit of the Company for five consecutive years, i.e. from financial year 2026-27 to financial year 2030-31, on such remuneration as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditors. RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof), be and is hereby authorised to do all acts, deeds, matters and things as may be deemed necessary and / or expedient in connection therewith or incidental thereto, to give effect to the foregoing resolution.” ITEM NO: 4 TO REGULARISE THE APPOINTMENT OF MR. EAKAM SAYAL (DIN 11916539) AS A NON- EXECUTIVE NON- INDEPENDENT DIRECTOR OF THE COMPANY: 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 and 152, and other applicable provisions, if any, of the Companies Act, 2013 and rules made there under (including any statutory modification(s) or re-enactment (s) thereof for the time being in force) read with Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Regulation”), and the Articles of Association of the Company, based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors Mr. Eakam Sayal (DIN 11916539), who was appointed by the Board as an Additional Director, designated as Non-Executive and Non-Independent Director of the Company, with effect from August 28, 2026, pursuant to Section 161(1) of the Act and who hold office up to the ensuing Annual General Meeting, and who is eligible for appointment and has consented to act as a Director of the Company, be and is hereby appointed as a Non-Executive and Non-Independent Director of the Company, liable to retire by rotation. RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby severally authorised to do all such acts, deeds, matters and things as may be necessary, proper or expedient, including the filing of the requisite forms with Registrar of Companies and other Regulatory Authorities as may be considered necessary, desirable or expedient to give effect to the aforesaid resolution and to matters connected therewith or incidental thereto.” For and on behalf of Hardwyn India Limited Sd/- Date: 04.11.2026 Rubaljeet Singh Sayal Place: New Delhi Managing Director DIN: 00280624 NOTES: 1. Pursuant to General Circulars No.14/2020 dated April 8, 2020, No.17/2020 dated April 13, 2020, No.20/2020 dated May 5, 2020, No. 02/2021 dated January 13, 2021, No. 21/2021 dated December 14, 2021, No. 2/2022 dated May 5, 2022, No. 10/2022 dated December 28, 2022 and No.09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (collectively ‘MCA Circulars’), the Company is convening the 09th Annual General Meeting ('AGM') through Video Conferencing ('VC')/Other Audio Visual Means ('OAVM'), without the physical presence of the Members at a common venue. Further, Securities and Exchange Board of India ('SEBI'), vide its Circulars dated May 12, 2020, January 15, 2021, May 13, 2022, January 5, 2023, October 7, 2023 and other applicable circulars issued in this regard (collectively 'SEBI Circulars'), have provided relaxations from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'). 2. In compliance with the applicable provisions of the Companies Act, 2013 ('the Act'), the Listing Regulations and MCA Circulars, the 09th AGM of the Company is being held through VC/OAVM on Thursday, 26th November 2026 at 12:30 P.M. (IST). The proceedings of the AGM will be conducted at the Registered Office of the Company B-101, Phase-1, Mayapuri, South West Delhi, New Delhi, India, 110064, which shall be the deemed venue of the AGM. The detailed procedure for participating in the Meeting through VC/OAVM is given herein below. 3. The Company has appointed CDSL to provide the VC/ OAVM facility for conducting the AGM and for voting through remote e-voting or through e-voting at the AGM. The procedure for participating in the meeting through VC/ OAVM is explained in the notes and is also available on the website of the Company at www.hardwyn.com. 4. Since the AGM is being held through VC/ OAVM, physical attendance of the Members has been dispensed with. Accordingly, the facility for appointment of proxies by Members is not available, as provided in the MCA Circulars and hence the Proxy Form and Attendance Slip are not annexed to this Notice. The attachment of the route map for the AGM venue is also dispensed with. 5. Pursuant to the provisions of Sections 112 and 113 of t [Showing first 8,000 characters — download PDF for full document]