ABC India Ltd. — Proxy Solicitation & Information Statement 2025

Aug 26, 2025

Date: 26" August, 2025

Fhe Secretary,	The Secretary, '
Listing Department,	Listing Department,
BSE Limited,	The Calcutta Stock Exchange Limited,
Phiroze Jeejeebhoy Towers,	Lyons Range,
Dalal Street, Mumbai - 400001	' Kolkata —700 001
Serip Code No.- 520123	Scrip Code- 10011146
	- o

Dear Sir(s),

Reg: Notice of Annual General Meeting to be held on Friday, 19" September, 2025.

Pursuant to Regulation 30 read with Part-A of Schedule-II1 of Securities & Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the Notice of Annual General Meeting of the Company scheduled to be held on Friday, 19" September, 2025.

This may please be informed to all the Concerned.

I'hanking You,

Yours faithfully,

For ABC India Limited

Sanjay Agarwal Company Secretary & Compliance Officer

Cncl: As above

NOTICE

NOTICE is hereby given that the 52*¢ Annual General Meeting of the Members of M/s. ABC India Limited will be held on Friday, the 19% day of September, 2025 at 3:00 P.M. via Video Conferencing (VC)/Other Audio Video Means (OAVM) to transact the following business:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Financial Statement of the Company including Audited Balance Sheet as at 31% March, 2025, the Audited Profit & Loss Account and the Cash Flow Statement together with the Notes to Accouts forming part of the financial statements for the year ended on that date along with Report of Directors' and Auditors' thereon.
• 1. To declare Dividend on Equity Shares.
• 1. To appoint a Director in place of Mr. Siddarth Kapoor (DIN: 02089141), retiring by rotation and being eligible offered himself for re-appointment.

SPECIAL BUSINESS:

4.APPOINTMENT OF SECRETARIAL AUDITORS TO CONDUCT SECRETARIAL AUDIT 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 provisions of section 204 of the Companies Act 2013, read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, if any, Mr. Santosh Kumar Tibrewalla, (COP: 3982), Practicing Company Secretary ( peer reviewed), be and is hereby appointed as the Secretarial Auditor of the Company for a period of 5 (five) Consecutive years commencing from the conclusion of this Annual General Meeting till the conclusion of 57% Annual General Meeting to be held for the financial year 2029-30, to conduct the secretarial audit and issue a Secretarial Audit Report in the prescribed form, on such terms and conditions, including remuneration, as may be mutually agreed by the Secretarial Auditor and the Board of Directors.

FURTHER RESOLVED THAT the Board of Directors of the Company be and are hereby authorized to take all necessary steps and actions including to revise/alter/modify/ amend the terms and conditions and/or remuneration from time to time as may be mutually agreed with the Auditors, during the tenure of their appointment."

5. APPROVAL OF REMUNERATION OF COST AUDITORS

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 Section 148 and all other applicable provisions of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the remuneration payable to M/s. Debobrata Banerjee & Associates, Cost Auditors for conducting the cost audit of the cost records of the Company for the financial year ending March 31, 2026, as approved by the Board of Directors on the recommendation of the Audit Committee and as set out in the Explanatory Statement in respect of this item of business, be and is hereby ratified.

FURTHER RESOLVED THAT the Board of Directors of the Company be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

By Order of the Board of Directors For ABC INDIA LIMITED

Place: Kolkata Sd/- Date: 13®August, 2025 Sanjay Agarwal

Company Secretary

NOTES:

• 1. EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 SETTING OUT THE MATERIAL FACTS IN RESPECT OF THE BUSINESS UNDER ITEM NO. 4 & 5 SET OUT IN THIS NOTICE AND THE DETAILS SPECIFIED UNDER REGULATION 36 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARDS-2 ON GENERAL MEETING ISSUED BY THE COMPANY SECRETARIES OF INDIA, IS ANNEXED HERETO.
• In accordance with the provisions of the Act, read with the Rules made thereunder and General Circular No. 09/2024 dated 19 September 2024, other Circulars issued by the Ministry of Corporate Affairs ("MCA") from time to time, Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11th July, 2023 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated 7th October, 2023 and Circular No. SEBVHO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3™ October, 2024 issued by SEBI ("the Circulars"), companies are allowed to hold AGM through video conference or other audio visual means ("VC/OAVM") upto 30% September, 2025, without the physical presence of members at a common venue. Accordingly, the AGM of the Company is being held through VC/OAVM, and video recording and transcript of the same shall be made available on the website of the Company. National Securities Depository Limited ("NSDL") will be providing facility for voting through remote e-Voting, for participation in the AGM through VC/OAVM and e-Voting during the AGM.

Hence, Members can attend and participate in the AGM through VC/ OAVM only, the detailed procedure for participating in the meeting through VC/OAVM is annexed herewith and available at the Company's Website www.abcindia.com.

In compliance with these Circulars, provisions of the Act and Listing Regulations, the 52 AGM of the Company is being conducted through VC / OAVM facility, without the physical presence of Members at a common venue.

The deemed venue for the AGM shall be the Registered Office of the Company.

• 1. Pursuant to the Companies Act, 2013, the documents related to aforesaid resolutions are open for inspection at the registered office of the Company during business hours till the conclusion of the ensuing AGM.

• Since, the AGM is being conducted through VC/ OAVM, there is no provision for appointment of proxies. Accordingly, appointment of proxies by the members will not be available.

• The Shareholders can join the AGM in the VC/ OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned herein below in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to at least 1000 shareholders on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

• The notice of AGM is being sent to the members, whose names would appear in the register of members / depositories as at closing hours of business on Friday, August 22, 2025.
• The attendance of the Shareholders attending the AGM through VC/ OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act.
• Members can raise questions during the meeting or in advance at vrmd@abcindia.com. The members are requested to write to the Company at least 3 days before the AGM, through Email to vimd@abcindia.com. for proper response in the AGM. However, it is requested to raise the queries precisely and in short at the time of meeting to enable to answer the same.
• Corporate members are requested to send at mcssta@rediffinail.com. before e-Voting/ attending AGM, a duly certified copy of the Board Resolution authorizing their representative to attend and vote at the AGM, pursuant to Section 113 of the Companies Act, 2013.
• 1. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

11. Note for Institutional Shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI, etc.) are required to log on to https://www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

After receiving the login details they have to create a compliance user using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

The list of accounts should be mailed to helpdesk.evoting@cdslindia.com. and on approval of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• 1. Shareholders can also cast their vote using CDSL's mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. iPhone and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.
• 1. The profile of the Directors seeking appointment/re-appointment, as required in terms of applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered with the Stock Exchange is annexed hereto and forms part of this Notice.
• 1. In line with Circulars issued by the MCA and said SEBI, the Annual Report including Notice of the 52 AGM of the Company inter alia indicating the process and manner of e-Voting is being sent only by Email, to all the Shareholders whose Email IDs are registered with the Company/ Depository Participant(s) for communication purposes to the Shareholders and to all other persons so entitled.

Members (Physical/ Demat) who have not registered their email addresses with the company can get the same registered with the company by requesting in member updation form by sending an email to mcssta@rediffimail.com. and vimd@abcindia.com. Please submit duly filled and signed member updation form to the above mentioned email. Upon verification of the Form the email will be registered with the Company.

Further, in terms of the applicable provisions of the Act, SEBI Listing Regulations read with the said Circulars issued by MCA and said SEBI Circular, the Annual Report including Notice of the 52 AGM of the Company will also be available on the website of the Company at www.abcindia.com. The same can also be accessed from the websites of the Stock Exchange ie. The Bombay Stock Exchange of India Limited (BSE) at www.bseindia.com & The Calcutta Stock Exchange Ltd. (CSE) at www.cseindia.com and on the website of CDSL i.e. www.evotingindia.com.

1. In terms of the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015 (as amended from time to time) and Regulation 44 of the SEBI Listing Regulations and the said Circulars, the Company is pleased to provide the facility of "e-Voting" to its Shareholders, to enable them to cast their votes on the resolutions proposed to be passed at the AGM, by electronic means. The instructions for e-Voting are given herein below. The Company has engaged the services of Central Depository Services (India) Limited ("CDSL"), who will provide the e-Voting facility of casting votes to a Shareholder using remote e-Voting system (e-Voting from a place other than venue of the AGM) ("remote e-Voting") as well as e-Voting during the proceeding of the AGM ("e-Voting at the AGM").

2. 1. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, September 13, 2025 till Friday, September 19, 2025 (both days inclusive).
3. 1. In accordance with Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, the Company has fixed Friday, September 12, 2025 as the "cut-off date" to determine the eligibility to vote by remote e-Voting or e-Voting at the AGM. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date, i.e. Friday, September 12, 2025, shall be entitled to avail the facility of remote e-Voting or e-Voting at the AGM. The Members desiring to vote through remote e-Voting are requested to refer to the detailed procedure given below. Members whose email ids are not registered with the depositories for procuring user id and password and registration of email-ids for e-Voting for the resolutions are requested to refer the instructions provided at serial no.32.
4. 1. Investors who became members of the Company subsequent to the dispatch of the Notice / Email and holds the shares as on the cut-off date i.e. Friday, September 12, 2025 are requested to send the duly signed written / email communication to the Company at vrmd@abcindia.com. and to the RTA at mcssta@rediffmail.com. by mentioning their Folio No. /DP ID and Client ID to obtain the Login-ID and Password for e-Voting.
5. 1. Those Shareholders, who will be present at the AGM through VC/ OAVM facility and who would not have cast their vote by remote e-Voting prior to the AGM and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system at the AGM.
6. 1. The Company has appointed Mr. Santosh Kumar Tibrewalla, Practicing Company Secretary (Membership No.: 3811; CP No.: 3982), as the Scrutinizer to scrutinize the remote e-Voting and the e-Voting at the AGM in a fair and transparent manner.
7. 1. Institutional Members / Bodies Corporate (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. together with attested specimen signature of the duly authorized signatory (ies) who are authorized to vote through e-mail at santibrewalla@gmail.com with a copy mark to vrmd@abcindia.com. and helpdesk.evoting@cdslindia.com on or before Thursday, September 18, 2025 upto 5.00 P.M. (IST) without which the vote shall not be treated as valid.
8. 1. Shareholders holding shares in identical order of names in more than one folio, are requested to write to the Company or to the office of the Registrar and Share Transfer Agent (RTA), M/s. MCS Share Transfer Agent Limited, 383, Lake Gardens, 1°** Floor, Kolkata-700045, enclosing their share certificate to enable the Company to consolidate their holdings in one single folio.
9. 1. The Dividend for the financial year 2024-25, as recommended by the Board, if approved at the AGM, will be paid within 30 days of declaration, to those Members whose name appears

in the Register of Members of the Company as on the record date, i.e. Friday, 12% September, 2025.

• 1. Members holding shares in physical form are requested to notify immediately any change in their address/mandate/bank details to the Company or to the office of the Registrar & Share Transfer Agent, M/s. MCS Share Transfer Agent Limited, quoting their folio number. The Members updation form forms a part of the Annual Report and is available on the website of the Company.
• 1. Pursuant to the provisions of the Companies Act, 2013, dividend for the year ended March 31, 2025 and thereafter,which remains unpaid or unclaimed for a period of seven years will be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government.
• 1. Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('The Rules") notified any the Ministry of Corporate Affairs effective September 7, 2016, all shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more would be transferred to the Investor Education and Protection Fund (IEPF) Suspense Account. The Company has no such shares on which dividend has not been claimed or paid for a consecutive period of seven years.
• 1. Shares in respect of which dividend will be transferred to the Investor Education and Protection Fund ("IEPF") of the Central Government shall also be transferred to IEPF pursuant to Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules") read with Section 124 of the Companies Act, 2013 (as amended from time to time). Advertisement would be published in newspapers and intimations would be sent to Shareholders concerned requesting them to encash their unclaimed dividends, if any, falling which the corresponding shares, if any, will be transferred to IEPF.
• 1. The Register of Directors' and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013 and all other documents referred to in the notice will be available for inspection in electronic mode. Members can inspect the same by sending an email to vimd@abcindia.com.
• 1. Members who are present in meeting through video conferencing facility and have not casted their vote on resolutions through remote e-Voting, shall be allowed to vote through e-Voting system during the meeting and until 15 minutes after conclusion of the AGM.
• 1. Subject to casting of requisite number of votes in favour of the resolution(s), the resolution(s) shall be deemed to be passed on the date of AGM of the Company.
• 1. The helpline number regarding any query/assistance for participation in the AGM through VC/OAVM is 1800-225-533.

32. THE INSTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

• (i) In case of individual shareholders holding shares in demat mode : Access through Depositories CDSL/NSDL e-Voting system.
• (ii) Shareholders holding shares in physical mode and non-individual shareholders in demat mode: Access through CDSL e-Voting system.
• (iii) The voting period begins on Tuesday, September 16, 2025 at 10.00 A.M. and ends on Thursday, September 18, 2025 at 5.00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date Friday, September 12, 2025 may cast their vote electronically. The e-Voting module shall be disabled by CDSL for voting thereafter.
• (iv) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
• (v) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 December 09, 2020, under Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are providing remote e-Voting facility to its shareholders, in respect of all shareholders' resolutions.

Currently, there are multiple e-Voting service providers (ESPs) providing e-Voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, SEBI has allowed e-Voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants.

(vi) 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 e-Voting and joining virtual meetings for individual shareholders holding securities in demat mode CDSL/NSDL is given below:

Type of	Login Method
shareholders
Individual Shareholders holding securities in Demat mode with CDSL	CDSL who have Users opted Easi Easiest can login facility, for 1) / made through password. Option will and existing user be their id available to reach e-Voting page without any further authentication. The CDSL website users to login to Easi / Easiest are requested to visit www.cdslindia.com and click on login icon and New System Myeasi Tab.
Depository	After successful login the Easi / Easiest user will be able to see the e 2) 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 or joining virtual meeting and voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service so that the user can visit the e-Voting Providers, service providers' website directly.
	registered Easi/Easiest, option user register If the not for 3) to is is available at CDSL website www.cdslindia.com and click on login and New System My easi Tab and then click on registration option.
	Alternatively, the user can directly access e-Voting page by providing 4) Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile and 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 with NSDL Depository	If you are already registered for NSDL IDeAS facility, please visit the e D] Services website of NSDL. Open web browser by typing the following Computer URL: https:/eservices.nsdl.com Personal either on on or a a home Once launched, mobile. page e-Services click on the of the is "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on "Access to e-Voting" under e-Voting services and you Click on company name or e-Voting will be able to see e-Voting page. service provider name e-Voting and you re-directed to service will be provider website for casting your vote during the remote e-Voting period or joining virtual meeting and voting during the meeting.

	2) 3)	If the user is not registered for IDeAS e-Services, option to register is https:/eservices.nsdl.com. "Register Online available Select for at IDeAS "Portal click or at https://eservices.nsdl.com/Secure Web/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the URL: https://www.evoting.nsdl.cony following Personal either on a Computer or on a mobile. Once the home page of e-Voting system is "Login" which launched, under available icon click on the is '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 name and you will be redirected to e Voting service provider website for casting your vote during the remote
		meeting e-Voting period or joining and voting during virtual the meeting.
Individual Shareholders (holding securities mode) demat in login through their Depository Participants (DP)		You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository authentication, wherein after successful site company name e-Voting e-Voting you Click on can feature. see or service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting and voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

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

Login_method through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (i) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.
• 1) The shareholders should log on to the e-Voting website www.evotingindia.com.
• 2) Click on "Shareholders" module.
• 3) Now enter your User ID
  • 14 For CDSL: 16 digits beneficiary ID,
  • For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
• 4) Next enter the Image Verification as displayed and Click on Login.
• 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-Voting of any company, then your existing password is to be used.
• 6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding
	shares in demat.
PAN	*PAN issued by Income Tax Department 10 digit alpha-numeric Enter your
	(Applicable for both demat shareholders as well as physical shareholders)
	PAN who Shareholders updated have with not their the e
	Company/Depository sequence requested Participant use the are to
	number sent by Company/RTA or contact Company/RTA.
Dividend	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
Bank	recorded in your demat account or in the company records in order to login.
Details	If both the details are not recorded with the depository or company, e
OR Date of	please enter the member id / folio number in the Dividend Bank details
Birth	field.
(DOB)

(ii) After entering these details appropriately, click on "SUBMIT" tab.

• (iii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-Voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• () For shareholders holding shares in physical form, the details can be used only for e-Voting on the resolutions contained in this Notice.
• W) Click on the EVSN for the relevant on which you choose to vote.
• (vi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• (vii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (viii) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (x) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• [69] You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• (xi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password and enter the details as prompted by the system.
• (xii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xiii) Additional Facility for Non — Individual Shareholders and Custodians — For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
• The list of accounts linked in the login will be mapped automatically and can be delink in case of any wrong mapping.
• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at santibrewalla@gmail.com and to the Company at the email address vrmd@abcindia.com., if they have voted from individual tab and not uploaded same in the CDSL e-Voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM and E-VOTING DURING MEETING ARE AS UNDER:

• The procedure for attending meeting and e-Voting on the day of the AGM is same as the instructions mentioned above for e-Voting.
• The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-Voting.
• Shareholders who have voted through remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

• Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

• Further shareholders will be required to allow camera and use internet with a good speed to avoid any disturbance during the meeting.

• Please note that Participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 3 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 3 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.
• Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.
• Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
• 1. If any Votes are cast by the shareholders through the e-Voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-Voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like 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 messta@rediffimail.com.

2. For Demat shareholders - Please update your email id and mobile no. with your respective Depository Participant (DP).

3. For Individual demat shareholders — Please update your email id and mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting and joining virtual meetings through Depository.

4. The Company/RTA shall co-ordinate with CDSL and would provide the login credentials to the above mentioned shareholders.

If you have any queries or issues regarding attending AGM and e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 225533.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call toll free no. 1800 225533.

Other Information:

• 1. Those persons, who have acquired shares and have become members of the Company after the dispatch of Notice of the AGM by the Company and whose names appear in the Register of Members or Register of beneficial holders as on the cut-off date i.e. Friday, September 12, 2025 shall view the Notice of the 52°* AGM on the Company's website or on the website of CDSL. Such persons may obtain the login ID and password by sending a request at helpdesk.evoting@cdslindia.com. However, if he/she is already registered with CDSL for remote e-Voting then he/she can cast his/her vote by using existing User ID and password and by following the procedure as mentioned above or by voting at the AGM.
• Voting rights of the Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date i.e. Friday, September 12, 2025. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.
• 1. Every Client ID No./ Folio No. will have one vote, imrespective of number of joint holders.

Scrutinizer's Report and declaration of results

• ¹The Scrutinizer shall, after the conclusion of e-Voting at the AGM, first count the votes cast vide e-Voting at the AGM and thereafter shall, unblock the votes cast through remote e-Voting, in the presence of at least two witnesses not in the employment of the Company. He shall submit a Consolidated Scrutinizer's Report of the total votes cast in favour or against, not later than 2 (two) working days of the conclusion of the AGM, to the Chairman or a person authorized by him in writing who shall countersign the same and declare the result of the voting forthwith.
• The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.abcindia.com. and on the website of CDSL i.e. www.evotingindia.com The Company shall simultaneously forward the results to Bombay Stock Exchange(BSE) & Calcutta Stock Exchange(CSE) where the shares of the Company are listed.

Dividend

• 1 The Board of Directors has recommended a dividend of 5% i.e. 20.50 per Equity share of the nominal value of X 10/- each for the year ended March 31, 2025 for consideration of the Shareholders.
• The Register of Members and Share Transfer books of the Company will remain closed from Saturday, September 13, 2025 to Friday, September 19, 2025 (both days inclusive), for the purpose of AGM and Dividend. The Dividend, if declared, will be payable on or after Friday, September 19, 2025, to those Shareholders whose names are registered as such in the Register of Members of the Company as on Friday, September 12, 2025 and to the beneficiary holders as per the beneficiary list as on Friday, September 12, 2025 provided by the NSDL and CDSL, subject to deduction of tax at source where applicable.

Payment of dividend through electronic means:

The Company provides the facility to the Shareholders for remittance of dividend directly in electronic mode through National Automated Clearing House (NACH). Shareholders holding shares in physical mode desirous of availing this facility of electronic remittance are requested to provide their latest bank account details (Core Banking Solutions Enabled Account Number, 9 digit MICR and 11 digit IFSC Code), along with their Folio Number, self- attested copies of PAN, proof of address, cancelled cheque and zerox copies of share certificate(s) to the Company at vrmd@abcindia.com or to the RTA at messta@rediffimail.com to enable direct credit of dividend electronically into their bank accounts in a secured manner. Shareholders holding shares in dematerialized form are requested to provide/update the said details to their respective Depository Participants.

(®) SHAREHOLDERS MAY PLEASE NOTE THAT NO PHYSICAL DIVIDEND WARRANT IS ALLOWED TO BE ISSUED AFTER 1°T APRIL, 2024 AS PER SEBI CIRCULARS DATED 7™ MAY, 2024 AND 10™ JUNE, 2024 AND WILL BE REMITTED ELECTRONICALLY AS STATED IN THE FOREGOING PARA (a) ABOVE.

• © Shareholders holding shares in dematerialized form may please note that bank particulars registered against their respective depository accounts will be used by the Company/ RTA for payment of dividend. The Company/ RTA cannot act on any request received directly from the Shareholders holding shares in dematerialized form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the Shareholders.
• Pursuant to Finance Act, 2020, dividend income will be taxable in the hands of Shareholders with effect from April 01, 2020 and the Company is required to deduct tax at source from dividend paid to the Shareholders at the prescribed rates. For the prescribed rates for various categories, the Shareholders are requested to refer to the Finance Act, 2020

and amendments thereof. The Shareholders are requested to update their PAN with the Company/ RTA (in case of shares held in physical mode) and their respective Depository Participants (in case of shares held in dematerialized form). A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by Email to vimd@abcindia.com. by September 12, 2025. Effective April 1, 2020, as per the Income Tax Act, 1961, the dividend income is taxable in the hands of shareholders. Accordingly, if any resident individual shareholder is in receipt of dividend exceeding I 5,000 in a fiscal year, entire dividend will be subject to TDS @ 10%. The rate of 10% is applicable provided the shareholder has updated his/ her Permanent Account Number (PAN) with the depository/ Registrar and Transfer Agent (RTA). Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%. Resident shareholders who are eligible for deduction of TDS at a concessional or Nil rate as per Section 197 of the Income-tax Act, 1961, can submit the certificate/letter issued by the Assessing Officer, to avail the benefit of lower rate of deduction or non-deduction of tax at source by Email to vimd@abcindia.com. by September 12, 2025. Non-resident Shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment and Beneficial Ownership Declaration, Tax Residency Certificate, Form 10F, any other document which may be required to avail the tax treaty benefits by sending an Email to vrmd@abcindia.com. The aforesaid declarations and documents need to be submitted by the Shareholders by September 12, 2025. The aforesaid Form No. 15G/15H can be downloaded from Company's website www.abcindia.com.

In terms of the provisions of Sections 124 and 125 of the Act, dividend which remains unpaid/ unclaimed for a period of 7 (seven) years from the date of declaration is required to be transferred to the Investor Education and Protection Fund ("IEPF") established by the Central Government. Further, in terms of the provisions of Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), Equity Shares, in respect of which dividend has not been paid or claimed for 7 (seven) consecutive years or more from the date of declaration, are also required be transferred to an account viz. IEPF Suspense Account, which is operated by the IEPF Authority pursuant to the IEPF Rules. All equity shares of the Company on which dividend has not been paid or claimed for 7 (seven) consecutive years or more, shall be transferred by the Company to the IEPF from time to time. Details of unpaid / unclaimed dividend and equity shares transferred to IEPF are uploaded on the website of the Company as well as that of the Ministry of Corporate Affairs, Government of India ("MCA"), if any. No claim shall lie against the Company in respect of unclaimed dividend amount and equity shares transferred to the IEPF and IEPF Suspense Account, respectively, pursuant to the IEPF Rules. Shareholders can however claim both the unclaimed dividend amount and the equity shares from the IEPF Authority by making an online application in web Form No. IEPF-5, the details of which are available at www.iepf.gov.in.

• In terms of the provisions of Regulation 40 of SEBI Listing Regulations and various notifications issued in that regard, requests for effecting transfer of securities (except in case of transmission or transposition of securities) could not be processed since April 01, 2019 unless the securities are held in the dematerialized form with the depositories. In view of the same, Shareholders are requested to take action to dematerialize the Equity Shares of the Company/ RTA, promptly.
• SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Shareholders holding shares in dematerialized form are, therefore, requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts. Shareholders holding shares in physical form should submit their PAN to the Company/ RTA.
• Shareholders are requested to intimate changes, if any, pertaining to their name, postal address, Email ID, telephone / mobile numbers, PAN, mandates, nominations, power of attorney, bank details (such as name of the bank and branch details, bank account number, MICR code, IFSC code, etc.), with necessary documentary evidence, to their Depository Participants in case the shares are held by them in dematerialized form and to the Company/ RTA in case the shares are held by them in physical form.
• In terms of the provisions of Section 72 of the Act, the facility for making nomination is available for the Shareholders in respect of the shares held by them. Shareholders who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Shareholders holding shares in dematerialized form are requested to submit the said details to their Depository Participant(s) and the Shareholders holding shares in physical form, are requested to submit the said details to the Company or RTA. The aforesaid Form No. SH 13 can be downloaded from Company's website www.abcindia.com.
• Shareholders are requested to quote their Folio No. or DP ID Client ID, as the case may be, in all correspondence with the Company or the RTA.
• Since the AGM will be held through Video Conferencing or Other Audio Visual Means, route map of venue of the AGM and admission slip is not attached to this Notice

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 AND REGULATION 36 OF SEBI(LISTING OBLIGATION AND DISCLSOURE REQUIRE TS) REGULATION, 2015

The following Explanatory Statement, pursuant to Section 102(1) of the Companies Act, 2013 ("Act"),and Regulation 36 of SEBI (Listing Obligation and Disclsoure Requirements) Regulation, 2015, sets out all material facts relating to the business mentioned at Item No. 4 & 5 of the accompanying Notice dated 13™ August, 2025 :

Item No. 4

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and Regulation 24A(1A) & (1B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Master Circular SEBVHO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31 December, 2024 w.e.f 1% April, 2025 every listed entity is required to appoint an individual or a firm as the Secretarial Auditors of the Company, who shall be a peer reviewed Practising Company Secretary and who has not incurred any disqualifications for appointment or continuation as Secretarial Auditors of the listed entity.

In compliance with the aforesaid provisions, the Board of Directors on recommendation of Audit Committee, in their respective meeting(s) held on 21* May, 2025 has appointed Mr. Santosh Kumar Tibrewalla, a Peer-Reviewed Practicing Company Secretary (COP: 3982), as the Secretarial Auditor of the Company for a consecutive period of 5 (five) years. He shall conduct Secretarial Audit from fy. 2025-26 and shall hold the office Secretarial Auditors until the conclusion of the 57% Annual General Meeting of the Company to be held for the f.y. 2029-30.

Brief Profile of Mr. Santosh Kumar Tibrewalla:

Mr. Tibrewalla possess post qualification rich experience of 35 years in Secretarial compliances. He is in practice since 2001 and enriched with experience in Company Law, SEBI, SAST, ICDR, IBC and other related laws and financial / taxation terminology. He provides advisory service to his clients having listed and unlisted Companies/LLPs, in IPOs / FPOs, Direct Listing, debt listing with BSE/NSE, Mergers / Demergers, takeovers, etc. He also represents his clients in RD office, NCLT and SAT. Being peer reviewed, he also conducts due diligence and Secretarial Audit for his cliental Companies.

Accordingly, consent of the members is sought for passing the Ordinary Resolution as set out in Item No. 4 of the accompanying Notice.

Item No. 5

The Board, on the recommendation of the Audit Committee, has approved the appointment of M/s. Debobrata Banerjee & Associates, the Cost Auditors, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2026 at a remuneration of Rs.1,20,000/ as their Audit fees plus applicable taxes, if any and reimbursement of out of pocket expenses.

In accordance with the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors needs to be ratified by the shareholders of the Company in the general meeting. Accordingly, consent of the members is sought for passing the Resolution as set out in Item No. 5 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2026.

The Board of Directors recommends the resolution set out in Item No. 5 of the accompanying notice for the approval of the members.

None of the Directors of the Company or any Key Managerial Personnel or their relatives are in any way, financially or otherwise, directly or indirectly, concerned or interested in the said resolution.

ANNEXURE TO NOTICE OF AGM

Details of the Directors seeking appointment/ re-appointment in forthcoming Annual General Meeting

[In pursuance to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Statement as per Schedule V (third proviso of Section II of Part II) and Secretarial Standard 2 issued by the Institute of Company Secretaries of India]

S1. No.	Name of the Directors	Mr. Siddarth Kapoor
1.	DIN	02089141
2.	Date of Birth and Age	24 June, 1980 45 years (Approx)
	Nationality	Indian
4.	Date of appointment on Board	31°* March, 2015
5.	Remuneration drawn Past last / Remuneration	NA.
6.	No. of shares held in the Company	NIL
7.	Qualification Expertise & specific in functional area / Background details /Job profile and his/her suitability	[B.Sc. Computer Bachelor He Science in is from RMIT, Melbourne, Australia. He work experience extensive has in his including designing, logistics, field commercial & exports. Presently, he is own business having his of designing since 2012.
	Recognitions / Awards	NIL
9.	Comparative remuneration with profile respect to industry, size of the Company, profile of the position and person	N.A.
10.	Pecuniary relationship ~ directly or indirectly with the Company	No pecuniary relationship with the Company
11.	No. of Board Meetings Attended	4 (Four)

12.	List of other listed Companies in which Directorships held as on 31* March, 2025
		N.A.
13.	Companies which other List of in Directorships held as on 31 March, 2025	1. D. C.Realty Private Limited 2. SI KA Design Private Limited
14.	Chairman/ Member of the Committee of the Board of other Companies in which 31% March, he/she Director on as is a 2025	NIL
15.	from which the Director Listed entities has resigned in the past three years	NIL
16.	between Disclosure relationship of Directors inter-se/Managerial Personnel	NA.