Aarvi Encon Limited — Proxy Solicitation & Information Statement 2026

Feb 19, 2026

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AEL/NSE/2025-26/39

February 19, 2026

National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051.

Symbol: AARVI

Dear Sir/Madam,

Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Notice of Postal Ballot

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended from time to time (' Listing Regulations '), we forward herewith a copy of the Postal Ballot Notice (‘ Notice ’) of the Aarvi Encon Limited (‘ the Company ’) dated February 11, 2026, along with the explanatory statement pursuant to the applicable provisions of the Companies Act, 2013 (' Act ') read with Listing Regulations, for seeking approval of the Members of the Company on the special resolution forming part of the Notice, being the appointment of Mr. Jagat Parikh (DIN: 06757116) as NonExecutive Independent Director of the Company.

Pursuant to the provisions of the Section 108 and 110 read with other applicable provisions of the Companies Act, 2013 and in compliance with the relevant circulars issued by the Ministry of Corporate Affairs , this Notice is being sent by electronic mode only to those Members whose e-mail addresses are registered with the Company/Depositories and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories, as on Friday, February 13, 2026 (‘ Cutoff date’ ). Accordingly, a physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope, are not being sent to the Members for this Postal Ballot.

The Company has engaged the services of National Securities Depository Limited (‘ NSDL ’) to provide remote e-voting facility to all its Members. The remote e-voting facility will be available for the Members as on the cut-off date. The remote e-voting period commences on Friday, February 20, 2026 from 9:00 a.m. (IST) and ends on Saturday, March 21, 2026 at 5:00 p.m. (IST) . Please note that communication of assent or dissent of the Members would only take place through the remote e-voting system. The instructions for remote e-voting are provided in the Notice.

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The process for registration of e-mail address is also provided in the enclosed Notice.

The said Notice is also being made available on the website of the Company at www.aarviencon.com and on the website of NSDL at www.evoting.nsdl.com.

This is for your information and records.

For Aarvi Encon Limited

Leela Rahul Digitally signed by Leela Rahul Gupta Gupta Date: 2026.02.19 11:55:26 +05'30'

Leela Bisht Company Secretary & Compliance Officer Membership No.: A59748

Encl: Postal Ballot Notice

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POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended, and applicable Circulars issued by the Ministry of Corporate Affairs, Government of India, from time to time.]

Dear Member(s),

`NOTICE is hereby, given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (‘ Act ’) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘ Rules ’) (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof for the time being in force), in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘ MCA ’) for holding general meeting/ conducting postal ballot process through e-voting vide General Circular Nos.14/2020 dated April 8, 2020, along with subsequent circulars issued in this regard latest being 03/2025 dated September 22, 2025 (collectively the ‘ MCA Circulars ’ ), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( ‘Listing Regulations ’), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (‘ SS-2 ’) (including any statutory modification or re-enactment thereof for the time being in force) and pursuant to other applicable laws and regulations, that the resolution appended below for the appointment of Mr. Jagat Parikh (DIN: 06757116) as a Non - Executive Independent Director of the Company is proposed for the approval of the shareholders of the Company through postal ballot by remote e-voting process (‘e-voting/ remote e-voting’).

In compliance with MCA circulars, companies are authorized to seek shareholders’ approval for matters of urgent nature through the mechanism of Postal Ballot / remote e-voting, without convening a physical general meeting. Accordingly, Members of the Company are required to communicate their assent or dissent through the remote e-voting system only.

In compliance with the provisions of Section 101, 108 and 110 of the Act read with Rule 18 of the Rules, framed thereunder, the MCA Circulars, and Regulation 44 of the Listing Regulations, the Company is providing only remote e-voting facility to its members. Accordingly, this Postal Ballot Notice along with instructions for e-voting is being sent only through electronic mode to those shareholders whose email address are registered with the Company / Depositories.

Explanatory Statement

The Explanatory Statement pursuant to Section 102 of the Act setting out all material facts relating to the proposed resolution is annexed hereto for your consideration.

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Scrutinizer for conducting the Postal Ballot.

The Board of Directors, pursuant to Rule 22(5) of the Rules, in its meeting held on Wednesday, February 11, 2026 has appointed Ms. Amrita DC Nautiyal (Membership No. F5079 & Certificate of Practice No. 7989), Proprietor of ADCN & Company (formerly known as Amrita Nautiyal & Associates), Practicing Company Secretaries as Scrutinizer for conducting the Postal Ballot/ E- Voting process.

E-voting

Pursuant to Section 108 of the Act read with Rule 20 of the Rules and Regulation 44 of the Listing Regulations, the Company has engaged Bigshare India Private Limited , Registrar and Share Transfer Agent of the Company (“Bigshare” or “RTA”), as the agency to provide remote e-voting facility through the NSDL e-voting platform.

The remote e-voting period shall commence at 9:00 A.M. (IST) on Friday February 20, 2026 and shall end at 5:00 P.M. (IST) on Saturday March 21, 2026 . During this period, shareholders holding shares as on the cut-off date may cast their votes electronically.

Shareholders are requested to carefully read the “Instructions for Remote E-Voting” provided in the Notes to this Notice.

Declaration of Results

The Scrutinizer shall submit her report to the Company after completion of scrutiny of the remote e-voting data. The results of the Postal Ballot shall be declared on March 23, 2026 , and shall be communicated to National Stock Exchange of India Limited, where the equity shares of the Company are listed. The results shall also be made available on the Company’s website at www.aarviencon.com.

Key details regarding the Postal Ballot/ e-Voting

Sr. No	Particulars	Particulars Details
1	Link for remote e-Voting	How do I vote electronically using NSDL e-Voting system? (Notes to this Postal Ballot Notice)
2	Cut-off date for eligibility for e- Voting	February 13, 2026, Friday
3	Time period for e-voting	Starts at February 20, 2026 at 9:00 A.M. (IST) and ends on March 21, 2026 at

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			5:00 P.M. (IST)
4	Last date for publishing results of the e-Voting		March 23, 2026
5	In case of any grievances or queries, contact		cs@aarviencon.com
6	Scrutinizer Detail		Ms. Amrita DC Nautiyal, Proprietor of ADCN & Company (formerly known as Amrita Nautiyal & Associates), Practicing CompanySecretaries

RESOLUTION PROPOSED THROUGH POSTAL BALLOT

SPECIAL BUSINESS:

Item No. 1: Appointment of Mr. Jagat Parikh (DIN: 06757116) as a Non - Executive Independent Director of the Company

To consider and, if thought fit, to pass the following resolution as a Special Resolution :-

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and any other applicable rules made thereunder read with Schedule IV to the Companies Act, 2013, Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and on the basis of the recommendation of the Nomination and Remuneration Committee and approval by the Board of Directors of the Company and in respect of whom the Company has received notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, Mr. Jagat Parikh (DIN: 06757116) , having been appointed as an Additional Director (Non - Executive and Independent) of the Company effective February 2, 2026 , in terms of Section 161 of the Companies Act, 2013 (‘Act’) read with the Article 142 of the Articles of Association of the Company, who being eligible has given his consent for being appointed , is hereby appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation for a period of 5 (five) consecutive years with effect from February 2, 2026 up to February 1, 2031 (both days inclusive).

RESOLVED FURTHER THAT Virendra D. Sanghavi, Managing Director, Mr. Jaydev V. Sanghavi, Executive Director & CFO and the Company Secretary of the Company be and are hereby severally authorized on behalf of the Company to do all acts and to take all such steps

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as may be considered necessary, proper and/or expedient to give effect to this resolution.”

By Order of the Board of Directors

For Aarvi Encon Limited

Sd/Leela Bisht

Company Secretary & Compliance Officer Membership No.: A59748

Registered Office: 603, B1 Wing, Marathon Innova, Marathon Nextgen Complex, Lower Parel (West), Mumbai – 400 013.

Date: February 11, 2026 Place: Mumbai

Notes:

• 1) The Explanatory Statement pursuant to Section 102 and Section 110 of the Act stating all the material facts relating to the aforesaid proposed Resolution and the reasons thereof, is annexed hereto and forms part of this Notice

• 2) In compliance with the MCA Circulars, the Company is sending this Postal Ballot Notice only in electronic form to those Members whose names appear in the Register of Members/List of Beneficial Owners as received from the Depositories, the Company’s Registrars and Share Transfer Agents (‘RTA’) /Bigshare Services Private Limited as on Friday, February 13, 2026 (‘Cut-Off Date’) and whose email addresses are registered with the Company/RTA/Depositories/Depository Participants (in case of electronic shareholding) or who will register their email address in accordance with the process outlined in this Notice. The voting rights for Equity Shares are one vote per Equity Share and shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date i.e. Friday, February 13, 2026.

• 1) A copy of this Postal Ballot Notice is also available on the website of the Company viz. www.aarviencon.com, the relevant section of the website of NSE viz. www.nseindia.com, on which the Equity Shares of the Company are listed and on the website of NSDL viz. www.evoting.nsdl.com.

• 2) In light of the MCA Circulars, the Shareholders who have not registered their email addresses and in consequence the e-voting notice could not be serviced, may get

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their email registered with the Company’s Registrar and Share Transfer Agent i.e. ujata@bigshareonline.com

• 3) In case of any queries, shareholder may write to veenas@nsdl.com or evoting@nsdl.com or call at 022 - 4886 7000 at NSDL.

• 4) Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through postal ballot by remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only.

• 5) In accordance with the provisions of the MCA Circulars, Shareholders can vote only through the remote e-voting process. Physical copies of the Postal Ballot Notice and pre-paid business reply envelopes are not being sent to shareholders for this Postal Ballot. It is, however, clarified that all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non- registration of their email addresses with the Company/ RTA/Depositories) shall be entitled to vote in relation to the aforementioned Resolution in accordance with the process specified in this Notice.

• 6) In compliance with Section 108 and 110 of the Act and the rules made there under, the MCA Circulars and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is pleased to provide remote e-voting facility to its Members, to enable them to cast their votes electronically. The detailed procedure with respect to remote e-voting is mentioned in Note No.15 of this Notice. A Member shall only avail this facility as per the instructions provided herein.

• 7) The remote e-voting commences on Friday, February 20, 2026 from 9:00 a.m. (IST) and ends on Saturday, March 21, 2026 at 5:00 p.m. (IST). During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter. The failing which it will be strictly considered that no vote has been received from the shareholder.

• 8) The proposed resolutions, if approved, by requisite majority, shall be deemed to have been passed on the last date of e-voting, which would be Saturday, March 21, 2026 . The resolution passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a general meeting of the Members.

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• 9) The Scrutinizer will submit his report to the Chairman, or any other person authorized by him, after completion of scrutiny, and the results of the voting by postal ballot through the remote e-voting process will be announced by the Chairman or any other official of the Company duly authorized, on or before Monday, March 23, 2026 . The Scrutinizer’s decision on the validity of votes cast will be final.

• 10) Members desirous of inspecting the documents referred to in the Notice or Explanatory Statement may send their requests to cs@aarviencon.com from their registered email addresses mentioning their names, folio numbers/DP ID and Client ID, until last date of remote e-voting of this Postal Ballot.

• 11) The procedure for e Remote E- Voting:

Instruction on Remote Evoting

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

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Type of shareholders Login Method
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Type of shareholders Login Method

Type of shareholders Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a 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 companyname ore-Voting service provider

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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.
2. If you are not registered for IDeAS e-Services, option
to register is available at https://eservices.nsdl.com. Select
“Register Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web
browser by typing the following URL:
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.
4. Shareholders/Members can also download NSDL
Mobile App “ NSDL Speede ” facility by scanning the QR
code mentioned below for seamless voting experience.
Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility,
holding securities in demat can login through their existing user id and password.
mode with CDSL 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
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click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting 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. 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. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.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 e-voting 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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.

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Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

B) Login Method 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?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.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.

3. 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. 4. Your User ID details are given below :

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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
demat account with NSDL. 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** then your user ID is
12**
c) For Members holding shares in EVEN Number followed by Folio
Physical Form. Number registered with the company
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For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

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.

2. b) If you 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’?

3. (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 i.e. 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 evoting@nsdl.co.in 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. 7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. 8. Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open. Step 2: Cast your vote electronically on NSDL e-Voting system.

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- How to cast your vote electronically 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.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. 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.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

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

General Guidelines for shareholders

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 mail@aashishbhatt.in with a copy marked to evoting@nsdl.co.in. 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.

2. 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.

3. 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 toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Veena Suvarna at evoting@nsdl.com

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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. In case 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 cs@aarviencon.com

2. 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 cs@aarviencon.com. 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.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

3. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

4. 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.

For Aarvi Encon Limited

Sd/Leela Bisht Company Secretary & Compliance Officer Membership No.: A59748

Registered Office:

603, B1 Wing, Marathon Innova, Marathon Nextgen Complex, Lower Parel (West), Mumbai – 400 013.

Date : February 11, 2026

Place: Mumbai

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EXPLANATORY STATEMENT

Pursuant to Section 102 and 110 of the Companies Act, 2013 (the ‘Act’) read with provisions of Listing Regulations.

Item No.1:

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee (‘NRC’) approved the appointment of Mr. Jagat Parikh (DIN: 06757116) on the Board of the Company to function as Non-Executive Independent Director with effect from February 2, 2026, subject to approval of the members of the company by way of a Special Resolution.

In terms of Regulation 17(1C) of Listing Regulations, the listed company shall ensure that the approval of the shareholders for appointment of person on the Board of Directors is taken at the next General Meeting or within a time period of three months from the date of appointment whichever is earlier. As per Regulation 25 of Listing Regulations, appointment of an Independent Director requires approval of the members by means of a Special Resolution. Accordingly, approval of the Members is sought for appointment of Mr. Jagat Parikh as a Director on the Board of the Company under section 149 and 152 of the Act, by way of Postal Ballot. The Company has received Notice in writing from Members under Section 160 of the Act, proposing their candidature for the office of Independent Director of the Company.

The Board noted that Mr. Jagat Parikh’s skills, background and experience are aligned to the role and capabilities identified by the NRC and he is eligible for appointment as a Non –Executive Independent Director of the Company, not being liable to retire by rotation, for a term of 5 years.

The Company has received declaration from Mr. Jagat Parikh to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act, read with the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, he has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence. The Company has also received from Mr. Jagat Parikh:

(i) consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 and

(ii) intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Section 164 of the Act.

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Mr. Jagat Parikh has also confirmed that he is not debarred from holding the office of a Director by virtue of any order passed by SEBI Order or any such authority pursuant to circular dated June 20, 2018 issued by the National Stock Exchange of India Limited pertaining to enforcement of SEBI Orders regarding appointment of Directors by listed companies.

Further, Mr. Jagat Parikh has also confirmed that he is registered with the Indian Institute of Corporate Affairs (‘IICA’) as per Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014 and in the opinion of the Board, Mr. Jagat Parikh fulfils the conditions specified in the Act, Rules and Listing Regulations for appointment as a NonExecutive Independent Director and he is independent of the management of the Company.

As per the provisions of Section 149 of the Act, Mr. Jagat Parikh shall hold office for a term of five consecutive years commencing from February 2, 2026 up to February 1, 2031 and is not liable to retire by rotation. The copy of Letter of Appointment including terms and conditions of his appointment shall be open for inspection by the Members of the Company, without payment of any fees, at the Registered Office of the Company during business hours (between 10:00 a.m. to 3:00 p.m. IST) on all working days (except Saturdays, Sundays and holidays), until the last date of remote e-voting.

A brief profile of Mr. Jagat Parikh is as under:

Mr. Jagat Suresh Parikh is an Electronic Engineer with over 30 years of professional experience. He has served as Chief Operating Officer (COO) at Universal Consulting, acted as Strategy Advisor to more than 100 businesses, founded a healthcare start-up, and successfully led turnaround assignments for multiple SME companies. He is presently serving as President of Walchandnagar Industries Limited.

Their details as required under the Secretarial Standards -2 issued by the Institute of the Company Secretaries of India and as per Regulation 36(3) of the Listing Regulations are furnished in Annexure A which forms a part of this postal ballot notice.

The Board has identified the following skills/expertise/ competencies fundamental for the effective functioning of the Company, which are currently available with Mr. Jagat Parikh :

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Name of the Area of skills/expertise/competence
Director
Strategy Finance Leadership HR Governance Government
/
Mr Jagat Regulatory
Parikh √ √ √ √ √ √
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Except Mr. Jagat Parikh and his relatives, none of the other Directors, Key Managerial Personnel of the Company including their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 1 of the Postal Ballot Notice.

The Board recommends the Special Resolution at Item No.1 of the accompanying Notice for approval by the Members of the Company.

For Aarvi Encon Limited

Sd/Leela Bisht Company Secretary & Compliance Officer Membership No.: A59748

Registered Office:

603, B1 Wing, Marathon Innova, Marathon Nextgen Complex, Lower Parel (West), Mumbai – 400 013.

Date : February 11, 2026 Place: Mumbai

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ANNEXURE - A

DETAILS OF THE DIRECTOR SEEKING APPOINTMENT

(In pursuance of Regulations 36(3) of the Listing Regulations and Secretarial Standard - 2 on General Meetings)

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Name of the Director Mr. Jagat Parikh
DIN 06757116
Age 56 years
Date of Birth 28/04/1970
Nationality Indian
Qualifications Electronic Engineer
Experience including expertise in Refer Brief Profile under Item No. 1 of the
specific functional areas / Brief Resume Explanatory Statement.
Terms and conditions of appointment
or re-appointment along with details of Remuneration Proposed: Eligible for sitting
remuneration sought to be paid fees and commission, as approved by the
Board
A draft of letter for the appointment for
Independent Director setting out the terms and
conditions is available at the website of the
Company at
https://aarviencon.com/investors/independ
ent-directors
Remuneration last drawn NIL
Date of first appointment on the Board February 2, 2026
Shareholding in the company NIL
including shareholding as a beneficial
owner
Relationship with other Directors, Mr. Jagat Parikh is not related to any director
other Key Managerial Personnel of the of the company.
company
Number of Meetings of the Board NA
attended during the Financial year
2025 – 26
Justification for appointment as As stated in the explanatory statement.
Independent Directors
Names of listed entities in which the NIL
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person also holds the directorship and
the membership of Committees of the
board along with listed entities from
which the person has resigned in the
past three years
Directorships held in other Companies  Beetle Ventures Private Limited
 Wellcorp Health Services Private Limited
 Walchand Advanced Composites Private
Limited
 Dattice Computer Consultancy (India) Private
Limited
Committee Positions held in Other NIL
Companies
Committee Position held in the Nomination & Remuneration Committee -
Company Member
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For Aarvi Encon Limited

Sd/Leela Bisht

Company Secretary & Compliance Officer Membership No.: A59748

Registered Office:

603, B1 Wing, Marathon Innova, Marathon Nextgen Complex, Lower Parel (West), Mumbai – 400 013.

Date : February 11, 2026 Place: Mumbai