The notice is being sent electronically to members whose names appear on the register of members/beneficial owners as of the cut-off date, Friday, October 02, 2026. The company has engaged Central Depository Services Limited (CDSL) to provide the e-voting facility. The e-voting period commences on Wednesday, October 14, 2026, at 9:00 AM IST and ends on Thursday, November 12, 2026, at 5:00 PM IST.

The Postal Ballot Notice is available on the company's website (www.hindusthaninsulators.com), the website of the Registrar & Transfer Agent, Skyline Financial Services Private Limited (www.skylinerta.com), and the CDSL website (www.evotingindia.com).

Resolutions Proposed:

1. Appointment of Mr. Shailendra Jhalani (DIN:11720969) as Whole-time Director (designated as Deputy Managing Director)

  • Nature: Special Resolution
  • Term: Three consecutive years from October 04, 2026, to October 03, 2029
  • Remuneration: Annual CTC of ₹65,00,000, comprising:
  • Fixed compensation: ₹58,49,988 (including basic salary of ₹2,24,851 per month, HRA of ₹1,68,638, conveyance allowance of ₹18,741, special allowance of ₹36,820, and annual retiral benefits of ₹4,61,388)
  • Variable pay: ₹6,50,012
  • Background: Mr. Jhalani was appointed as CFO and KMP on February 12, 2025. He is a Chartered Accountant with over 27 years of experience. He resigned as CFO effective October 03, 2026, upon this appointment.
  • Financial Impact: The remuneration is payable even in the absence of or inadequacy of profits, as minimum remuneration under Section 197 and Schedule V of the Companies Act, 2013.

2. Payment of remuneration to Mr. Deepak Kejriwal (DIN:07442554), Managing Director

  • Nature: Special Resolution
  • Term: Revision effective from April 01, 2026, for the remainder of his tenure until November 30, 2027
  • Remuneration: Revised annual CTC to ₹1,65,00,000 from the previously approved ₹1,01,00,000, comprising:
  • Fixed compensation: ₹1,48,50,000 (including basic salary of ₹5,70,776 per month, HRA of ₹3,93,082, conveyance allowance of ₹47,574, special allowance of ₹93,467, annual retiral benefits of ₹11,71,212, and monthly car reimbursement of ₹35,000)
  • Variable pay: ₹16,50,000
  • Rationale: The revision is based on his significant contribution to growth and strategic direction, with company revenue increasing to ₹338.54 crore in FY 2025–26 from ₹272.79 crore in FY 2024–25 and EBITDA turning positive to ₹65.69 crore from a negative ₹8.79 crore.
  • Financial Impact: Payable as minimum remuneration in case of no or inadequate profits.

3. Appointment of Mr. Mool Chand Gauba (DIN:02942664) as an Independent Director

  • Nature: Special Resolution
  • Term: Five consecutive years from October 03, 2026, to October 02, 2031
  • Remuneration: Entitled to sitting fees for Board and Committee meetings; no other remuneration disclosed.
  • Background: Mr. Gauba is a retired General Manager of a public sector bank with over 40 years of experience in banking and finance. He previously served as an Independent Director from September 21, 2015, to September 20, 2023, and, after a three-year cooling-off period, is eligible for reappointment.
  • Special Approval: Requires special resolution for continuation beyond the age of 75, which he will attain on May 12, 2027.

4. Increase in Authorised Share Capital and alteration of Memorandum of Association

  • Nature: Ordinary Resolution
  • Current Authorised Capital: ₹108,50,00,000, divided into 5,50,00,000 equity shares of ₹2 each and 9,75,00,000 preference shares of ₹10 each.
  • Proposed Authorised Capital: Increase to ₹121,00,00,000, by creating an additional 6,25,00,000 equity shares of ₹2 each, resulting in 11,75,00,000 equity shares of ₹2 each and 9,75,00,000 preference shares of ₹10 each.
  • Purpose: To provide flexibility for future capital requirements and facilitate equity issuances as considered appropriate by the Board.

Voting and Process Details:

  • Scrutinizer: Mr. Neeraj Sharma, Proprietor of M/s. Neeraj & Associates, Practicing Company Secretary.
  • Voting Rights: Proportional to paid-up equity share capital as of October 02, 2026.
  • Result Declaration: The scrutinizer's report will be submitted by November 14, 2026, and results will be displayed on the company's website, BSE, and CDSL's website.
  • Resolution Deemed Passed: On the last date of e-voting, i.e., November 12, 2026.

Financial Context:

  • The company reported a net loss of ₹7.87 crore for FY 2025–26, primarily due to an exceptional loss on the sale of its subsidiary, Hindusthan Speciality Chemicals Limited. Excluding this, profit before tax was ₹47.21 crore.
  • The company has not defaulted on payments to any bank, financial institution, or secured creditors.