Hardcastle & Waud Manufacturing Company Limited has issued an official postal ballot notice to shareholders seeking approval for two key corporate resolutions. The company dispatched the notice on April 10, 2026, under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with voting to be conducted exclusively through remote e-voting.

Key Resolutions for Shareholder Approval

The postal ballot covers two main items requiring shareholder consent:

Director Appointment Details

Mr. Ganpat Lal Dadhich (DIN: 11612342) was appointed as Additional Director on March 18, 2026, following recommendation from the Nomination and Remuneration Committee. The company now seeks formal shareholder approval for his appointment as a Non-Executive, Non-Independent Director, liable to retire by rotation.

Profile of Mr. Ganpat Lal Dadhich

Mr. Dadhich meets all regulatory requirements and is not disqualified under Section 164 of the Companies Act, 2013, nor debarred by SEBI or any other authority.

Articles of Association Update

The company proposes to replace its existing Articles of Association with a new set aligned to the Companies Act, 2013. The current articles contain references to the Companies Act, 1956, necessitating this comprehensive update to ensure regulatory compliance.

The draft Articles of Association are available for member inspection at the registered office during business hours and on the company website at www.hawcoindia.in under the 'Investor Relations - Disclosures' section.

E-voting Process and Implementation

In accordance with MCA General Circular No. 03/2025 dated September 22, 2025, the company is conducting the postal ballot entirely through electronic mode. Physical ballot forms will not be distributed to shareholders.

Key E-voting Infrastructure

Members can access e-voting through multiple methods including NSDL e-services, demat account login, or direct NSDL e-voting portal access. The company has provided comprehensive login instructions for shareholders holding securities in both demat and physical modes.

Corporate Governance and Compliance

Both resolutions align with regulatory requirements under the Companies Act, 2013 and SEBI regulations. The director appointment follows proper nomination committee procedures, while the Articles of Association update ensures continued compliance with current corporate law provisions.

The company has appointed qualified scrutinizers to ensure fair and transparent voting processes, with results to be declared within stipulated timeframes and published on both company and NSDL websites. Company Secretary Smita Achrekar signed the official notice, emphasizing the company's commitment to proper corporate governance procedures.

Hardcastle & Waud Manufacturing Company Limited has executed a deed of conveyance for the sale of its immovable property to promoter group company Jeevdani Business Ventures Limited for Rs 1.11 crore. The company informed BSE Limited about the completion of the transaction on March 27, 2026, in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Property Sale Transaction Details

The executed deed of conveyance covers Unit No. 7B, located on the 3rd floor of Sagar Estate. The property is situated at Premises No. 2, Narendra Chandra Dutta Sarani (formerly known as No. 2, Clive Ghat Street), Block No. 6, Holding No. 2, Kolkata – 700001.

Related Party Transaction Compliance

The transaction qualifies as a related party transaction since Jeevdani Business Ventures Limited is a promoter group company. The promoter of Hardcastle & Waud Manufacturing Company Limited is also a promoter of JBVL. Despite the related party nature, the company has confirmed that the transaction is conducted on an arm's length basis, ensuring fair valuation and regulatory compliance.

Regulatory Disclosure Requirements

Pursuant to Clause 5 of Para B of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master circular dated January 30, 2026, the company provided comprehensive transaction details to BSE Limited. The disclosure confirms that no shareholding exists between the parties and outlines the purpose as sale of immovable property.

Board Approval and Execution Timeline

The board of directors initially approved the property sale during a meeting held on March 26, 2026, which commenced at 2:00 p.m. and concluded at 2:30 p.m. The deed of conveyance was subsequently executed on March 27, 2026, with Company Secretary & Compliance Officer Smita Achrekar signing the regulatory filing submitted to the stock exchange.