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Aqylon Nexus Limited Proxy Solicitation & Information Statement 2025

Nov 28, 2025

63495_rns_2025-11-28_39afb08d-4b08-4400-9f88-6e34f8247db8.pdf

Proxy Solicitation & Information Statement

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Date: November 28, 2025

To,
Manager - CRD
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street, Fort, Mumbai – 400 001
Scrip No.: 530943
To
The Manager - Listing
National Stock Exchange of India Limited
Exchange Plaza, Bandra Kurla Complex,
Bandra (East), Mumbai – 400 051
Symbol: SABTNL

Dear Sir/Madam,

Sub: Intimation of Postal Ballot Notice of the Company

The Board of Directors at their meeting concluded on Thursday, November 13, 2025 had interalia approved the Postal Ballot Notice for seeking approval of Members of the Company on Resolutions as set out in the said Postal Ballot Notice.

Please find enclosed herewith the Notice of Postal Ballot with the Explanatory Statement, which is also being sent through electronic mode to the Members of the Company whose names appear on the Register of Members/List of Beneficial Owners as on Friday, November 21, 2025.

The above notice is also being uploaded on the Company website www.adhikaribrothers.com.

Kindly take the above on your records.

Thanking you,

Yours Faithfully

For Sri Adhikari Brothers Television Network Limited

KIRAN Digitally signed by KIRAN KUMAR KUMAR INAMPUDI Date: 2025.11.28 _____ INAMPUDI 19:36:11 +05'30' Mr. Kiran Kumar Inampudi Additional Director DIN: 01024343

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NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, each as amended]

VOTING STARTS ON VOTING ENDS ON
Tuesday, December 02, 2025 at 9:00 a.m. Wednesday, December 31, 2025 at 5:00p.m.

Dear Members,

NOTICE is hereby given according to Section 110 read with Section 108 and other applicable provisions if any, of the Companies Act, 2013, (‘ Act ’) (including any statutory modification or re-enactment thereof for the time being in force), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘ Rules ’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘ SEBI Listing Regulations ’), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India ( SS2 ), each as amended, and as per the requirements prescribed by the Ministry of Corporate Affairs (‘ MCA ’) for holding general meetings/ conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, and 09/2024 dated September 19, 2024 (collectively the ‘ MCA Circulars ’), to transact the special business as set out hereunder by passing Ordinary and Special Resolutions by way of postal ballot only, by voting through electronic means (‘ remote e-voting ’).

Under Section 102 and Section 110 and other applicable provisions of the Act, the statement pertaining to the said Resolutions setting out the material facts and the reasons/ rationale thereof ( ‘Statement’ ) is annexed to this Postal Ballot Notice (‘ Notice ’) for your consideration and forms part of this Notice.

In compliance with the MCA Circulars, Sri Adhikari Brothers Television Network Limited (‘ Company/SABTNL ’) is sending this Notice ONLY in electronic form to those Members whose email addresses are registered with the Company/Registrar and Transfer Agent (‘ RTA ’)/Depositories. Accordingly, a physical copy of the Notice along with the Postal Ballot Form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the remote e-voting system. The detailed procedure for remote e-voting forms part of the ‘Notes’ section of this Notice.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars, and SS-2, the Company is providing remote e-Voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of National Securities Depository Limited (‘ NSDL ’) for the purpose of providing a remote e-voting facility to its members. The instructions for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company www.adhikaribrothers.com.

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Members desiring to exercise their vote through the remote e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the ‘Notes’ section of this Notice for the casting of votes by remote e-voting not later than 5:00 p.m. (IST) on Wednesday, December 31, 2025 . The remote e-voting facility will be disabled by NSDL immediately thereafter.

Special Business:

1. To consider and approve the appointment of Mr. Srivatsava Sunkara [DIN: 01725431] as a Managing Director & Key Managerial Person (KMP) of the Company for a term of 5 Years and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and as per relevant provisions of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (“SEBI LODR Regulation”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the Articles of Association of the Company, and on the recommendation of the Nomination & Remuneration Committee and approval of Board of Directors of the Company, the consent of the members of the Company be and is hereby accorded for the appointment of Mr. Srivatsava Sunkara (DIN: 01725631) as the Managing Director and Key Managerial Personnel of the Company on such remuneration, perquisites, allowances, reimbursement of expenses, etc. as may be mutually decided between them, for an initial first period of 5 (Five) years w.e.f. October 10, 2025 to October 09, 2030, liable to retire by rotation, and on such terms and conditions as detailed in Explanatory Statement annexed to this notice.

RESOLVED FURTHER THAT remuneration, if any, payable to Mr. Srivatsava Sunkara during his tenure, as the Managing Director of the Company, shall be subject to ceiling and such other terms and conditions as specified in Sections 196, 197, 198 and Schedule V to the Act, and subject to approvals, if any, required under the Act read with rules thereunder or such other applicable law ;

RESOLVED FURTHER THAT Ms. Bhawna Saunkhiya, Company Secretary and Compliance Officer of the Company be and is hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for giving effect to this resolution, matters incidental thereto and/or otherwise considered by them to be in the best interest of the Company, inter-alia, filings of required forms/documents with the Ministry of Corporate Affairs and Stock Exchange and/or other authorities as may be required to give effect to this resolution.”

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2. To consider and approve the appointment of Mr. Kiran Kumar Inampudi [DIN: 01024343] - as an Executive (Non Independent) Director and Chairman of the Company and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of 196, 197, and other applicable provisions, if any, of the Companies Act, 2013 (”the Act”) read with Rule 8 and 14 Companies (Appointment and Qualification of Directors) Rules, 2014, and as per relevant provisions of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the Articles of Association of the Company and on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, the consent of the members of the Company be and is hereby accorded for the appointment of Mr. Kiran Kumar Inampudi (DIN: 01024343), who has consented to act as a Director, as an Executive (NonIndependent) Director and Chairman of the Company for a period of 05 (Five) Years w.e.f. October 10, 2025 to October 09, 2030 and shall be liable to retire by rotation;

RESOLVED FURTHER THAT Ms. Bhawna Saunkhiya, Company Secretary and Compliance Officer of the Company be and is hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for giving effect to this resolution, matters incidental thereto and/or otherwise considered by them to be in the best interest of the Company, inter-alia, filings of required forms/documents with the Ministry of Corporate Affairs and Stock Exchange and/or other authorities as may be required to give effect to this resolution.”

3. To consider and approve the appointment of Mr. Ramavath Suresh [DIN: 03366137] as a Non-Executive Independent Director of the Company and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 of the Companies Act, 2013 (“the Act”) read with Schedule IV of the said Act and Companies (Appointment and Qualification of Directors) Rules, 2014, (including any statutory modification(s) or enactment(s), thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in accordance with the Articles of Association of the Company and on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, the consent of the members of the Company be and is hereby accorded for the appointment of , Mr. Ramavath Suresh [DIN: 03366137] as a Non-Executive Independent Director of the Company for a period of five (5) consecutive years w.e.f. October 10, 2025 to October 09, 2030, and shall not be liable to retire by rotation;

RESOLVED FURTHER THAT Ms. Bhawna Saunkhiya, Company Secretary and Compliance Officer of the Company be and is hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for giving effect to this resolution, matters incidental thereto and/or otherwise considered by them to be in the best

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interest of the Company, inter-alia, filings of required forms/documents with the Ministry of Corporate Affairs and Stock Exchange and/or other authorities as may be required to give effect to this resolution.”

4. To consider and approve the appointment of Mr. Sharath Kumar Rekhapalli Naga [DIN: - 07541655] as a Non Executive Independent Director of the Company and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 of the Companies Act, 2013 (“the Act”) read with Schedule IV of the said Act and Companies (Appointment and Qualification of Directors) Rules, 2014, (including any statutory modification(s) or enactment(s), thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in accordance with the Articles of Association of the Company and as recommended by the Board and Nomination & Remuneration Committee and the Board of Directors of the Company, the consent of the members of the Company be and is hereby accorded for the appointment of, Mr. Sharath Kumar Rekhapalli Naga [DIN: 07541655] be and is hereby appointed as an Non-Executive Independent Director of the Company for a period of five (5) consecutive years w.e.f. October 10, 2025 to October 09, 2030, subject to approval of shareholders of the company and shall not be liable to retire by rotation;

RESOLVED FURTHER THAT Ms. Bhawna Saunkhiya, Company Secretary and Compliance Officer of the Company be and is hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for giving effect to this resolution, matters incidental thereto and/or otherwise considered by them to be in the best interest of the Company, inter-alia, filings of required forms/documents with the Ministry of Corporate Affairs and Stock Exchange and/or other authorities as may be required to give effect to this resolution.”

5. To consider and approve the appointment of Mr. Sripal Reddy Molugu [DIN: 03642466] as a Non- Executive Independent Director of the Company and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 of the Companies Act, 2013 (“the Act”) read with Schedule IV of the said Act and Companies (Appointment and Qualification of Directors) Rules, 2014, (including any statutory modification(s) or enactment(s),thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in accordance with the Articles of Association of the Company and as recommended by the Board and Nomination & Remuneration Committee and the Board of Directors of the Company, the consent of the members of the Company be and is hereby accorded for the appointment of Mr. Sripal Reddy Molugu [DIN: 03642466] be and is hereby appointed as Non-Executive Independent Director of the Company for a period of five (5) consecutive years w.e.f. October 10, 2025 to October 09, 2030, subject to approvals of shareholders of the company and shall not be liable to retire by rotation;

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RESOLVED FURTHER THAT Ms. Bhawna Saunkhiya, Company Secretary and Compliance Officer of the Company be and is hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient for giving effect to this resolution, matters incidental thereto and/or otherwise considered by them to be in the best interest of the Company, inter-alia, filings of required forms/documents with the Ministry of Corporate Affairs and Stock Exchange and/or other authorities as may be required to give effect to this resolution.”

For Sri Adhikari Brothers Television Network Limited

Sd/-

Bhawna Saunkhiya Company Secretary & Compliance Officer M. No: A40121

Date: November 13, 2025 Place: Mumbai

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NOTES:

1. The relevant Statement under the provisions of Section 102 of the Companies Act, 2013 (‘ Act ’) read with Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014 (‘ Rules ’), each as amended, setting out the material facts relating to the aforesaid Resolutions and the reasons thereof is annexed hereto and forms part of this Notice.

2. In terms of the MCA Circulars, the Company is sending this Notice ONLY in electronic form to those Members whose names appear in the Register of Members/List of Beneficial Owners as received by the Company from the Depositories/ MUFG Intime India Private Limited, the Company’s Registrar and Transfer Agent (‘ RTA ’), as on Friday, November 21, 2025 (‘ Cut-Off Date ’) and whose e-mail addresses are registered with the Company/RTA/Depositories/Depository Participants or who will register their e-mail address in accordance with the process outlined in this Notice. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date.

3. Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as of 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 as of the Cut-Off Date should treat this Notice for information purposes only.

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 e-mail addresses with the Company/ RTA/ Depositories / Depository Participants) shall be entitled to vote concerning the aforementioned Resolutions in accordance with the process specified in this Notice.

4. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on Friday, November 21, 2025, being the cut-off date fixed for the purpose.

5. In compliance with the provisions of Section 108 and Section 110 of the Act read with Rules 20 and 22 of the Rules, Regulation 44 of the SEBI Listing Regulations, SS-2, and the MCA Circulars, the Company is pleased to provide a 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. 13 of this Notice.

6. The remote e-voting shall commence on Tuesday, December 02, 2025 at 9:00 a.m. (IST) and shall end on Wednesday, December 31, 2025 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 e-voting thereafter.

7. The Board of Directors has appointed Mr. Bhavesh Chheda, Proprietor of M/s. Bhavesh Chheda & Associates (Membership No. A48035, CP No. 24147), Practising Company Secretaries, as the Scrutinizer to scrutinize the postal ballot process fairly and transparently.

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8. The Scrutinizer will submit his/her report to the Chairman, or any other person authorized by him, after scrutiny of the votes cast, on the result of the Postal Ballot within two working days from the conclusion of the postal ballot e-voting. The Scrutinizer’s decision on the validity of the votes cast will be final.

9. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website at www.adhikaribrothers.com and on the website of NSDL at www.evoting.nsdl.com immediately after the results are declared by the Chairman or any other person so authorized by him, and the same shall be communicated to the Stock Exchanges, where the equity shares of the Company are listed. The results shall also be displayed on the notice board at the Registered Office of the Company.

10. The Resolutions, if passed by the requisite majority through Postal Ballot by remote e-voting, will be deemed to have been passed on the last date specified for e-voting i.e., Wednesday, December 31, 2025.

11. Members may download the Notice from the website of the Company at www.adhikaribrothers.com or from the website of NSDL at www.evoting.nsdl.com. A copy of the Notice is also available on the website of BSE at www.bseindia.com and NSE at www.nseindia.com.

12. The vote in this Postal Ballot cannot be exercised through proxy.

13. Members desirous of inspecting the documents referred to in the Notice or Statement may send their requests to [email protected] from their registered e-mail addresses mentioning their names, folio numbers, DP ID, and Client ID between the e-voting period .

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The process to cast votes through remote e-voting:

The way to vote electronically on the NSDL e-Voting system consists of ‘Two Steps’ which are mentioned below:

- Step 1: Access to the NSDL e Voting system

- A) Login method for e voting for Individual shareholders holding securities in demat mode

In terms of the SEBI circular dated December 9, 2020, on the 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 to access the e-voting facility.

The login method for Individual shareholders holding securities in demat mode is given below:

Type
of
shareholders
Login Method
Individual
Shareholders
holding securities
in
demat
mode
with NSDL.
1. ExistingIDeASusers 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
the e-Voting page. Click on the company name ore-voting service provider
i.e. NSDLand you will be redirected to the 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, an option to register is
available athttps://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 the
‘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 the NSDL Depository
site wherein you can see e-voting page. Click on the company name ore-
voting service provider i.e. NSDLand 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 the NSDL Mobile App “NSDL
Speede” facility by scanning the QR code mentioned below for a seamless
votingexperience.

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Individual
Shareholders
holding securities
in
demat
mode
with CDSL
1. Users who have opted for CDSL Easi / Easiest facility, can log in through
their existing user id and password. The 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 websitewww.cdslindia.com and
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 the 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’ websites directly.
3. If the user is not registered for Easi/Easiest, option to register is available
at CDSL websitewww.cdslindia.com and click on login & New System
Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access the e-Voting page by providing
Demat Account Number and PAN No. from an e-Voting link available on
www.cdslindia.comhome 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-votingService 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 the e-voting
facility. upon logging in, you will be able to see the e-voting option. Click on the
e-voting option, you will be redirected to the NSDL/CDSL Depository site after
successful authentication, wherein you can see the e-voting feature. Click on the
company name or e-voting service provider i.e. NSDL and you will be redirected
to the 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 the abovementioned website.

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

**Login type ** Helpdesk details
Individual
Shareholders
holding securities in demat
mode with NSDL
Members facing any technical issue in login can contact the NSDL
helpdesk by sending a request [email protected] call at 022 -
4886 7000
Individual
Shareholders
holding securities in demat
mode with CDSL
Members facing any technical issue in login can contact the CDSL
helpdesk by sending a request [email protected] 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 the NSDL e-Voting website?

  1. Visit the e-voting website of NSDL. Open the 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 the e-voting system is launched, click on the icon “Login” which is available under the ‘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.

  4. Alternatively, if you are registered for NSDL e-services i.e. IDEAS, you can log in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log in to NSDL e-services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  5. Your User ID details are given below:

Manner of holding shares i.e.
Demat (NSDL or CDSL) or
Physical
Your User ID is:
a) For Members who hold shares
in a demat account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example, if your DP ID is IN300 and Client ID is
12
thenyour user ID is IN30012**.
b) For Members who hold shares
in a demat account with CDSL.
16 Digit Beneficiary ID
For example, if your Beneficiary ID is 12**
thenyour user ID is 12**
c) For Members holding shares in
Physical Form.
EVEN Number followed by Folio Number registered
with the company.
For example, if the folio number is 001 and EVEN is
101456 then the user ID is 101456001
  1. Password details for shareholders other than Individual shareholders are given below:

  2. a) If you are already registered for e-voting, then you can user your existing password to log in and cast your vote.

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  • 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’?

    • (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 the NSDL account, the last 8 digits of the client ID for the CDSL account, or the 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 the steps mentioned below in the process for those shareholders whose email IDs are not registered.

  • If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

  • a) Click on the “ 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) the option is available on www.evoting.nsdl.com.

  • c) If you are still unable to get the password by the aforesaid two options, you can send a request to [email protected] 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.

  • After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  • Now, you will have to click on the “Login” button.

  • After you click on the “Login” button, the Home page of e-Voting will open.

- Step 2: Cast your vote electronically on the NSDL e Voting system.

- How to cast your vote electronically on the 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 the company for which you wish to cast your vote during the remote e-voting period.

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

  2. 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.

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

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

  5. 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 copies (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 [email protected] with a copy marked to [email protected]. 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 the "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 to the Frequently Asked Questions (FAQs) for Shareholders and the e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll-free no.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Mr. Amit Vishal, Asst. Vice President-NSDL or Mr. Sanjeev Yadav, Assistant Manager– NSDL at [email protected] or contact at NSDL, 4th Floor, ‘A’ Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013.

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Process for those shareholders whose email IDs are not registered with the depositories for procuring user id and passwords and registration of e-mail IDs for e-voting for the resolutions set out in this notice :

  1. In case of 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 [email protected].

  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 [email protected]. If you are an Individual shareholder 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, shareholders/members may send a request to [email protected] to procure user id and password for e-voting by providing above mentioned documents.

  4. In terms of the SEBI circular dated December 9, 2020, on the 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 to access the e-voting facility.

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STATEMENT PURSUANT TO SECTION 102(1) AND 110 OF THE COMPANIES ACT, 2013 (‘ACT’)

The following Statement sets out all material facts relating to Resolution No(s). 1 to 5 mentioned in the accompanying Notice.

ITEM NO. 1:

The Board of Directors at their meeting held on October 10, 2025, based on the recommendation of the Nomination and Remuneration Committee (“NRC”), appointed Mr. Srivatsava Sunkara [DIN: 01725431] as an Additional Executive and Managing Director of the company, with immediate effect for a term of five consecutive years commencing from October 10, 2025 to October 09, 2030 (both days inclusive), subject to approval of the Members by way of Ordinary Resolution.

Mr. Srivatsava Sunkara earned his Bachelor of Engineering from the Indian Institute of Technology, Kharagpur. He is a powerhouse of sustainable innovation and smart strategy. He is a champion of operational excellence and brings big ideas to life. He serves as Chairman & Managing Director of GreenHouse LLC in addition to being Chairman of Jubilee Hills Bank Limited, where he led the strategy for digitization to modernize the bank. With 25+ years across AI, FinTech, and enterprise technology ecosystems, Srivatsava has built a reputation for scaling global AI ventures, AI commercialization, buidling strategic partnerships, enabling enterprise transformation and driving breakthrough product innovation in the fields of AI, Fintech, Energy, and Logistics. He has experience in Artificial Intelligence and the development of Large Language Models (LLMs), with proven expertise in transforming organizational operations to enhance efficiency and foster innovation. Whether he's building futureready tech, mergers, or reimagining sustainability, Sri leads with purpose, passion, and a touch of flair.

Pursuant to the provisions of Section 161 of the Act, Mr. Srivatsava Sunkara will hold office up to the date of the ensuing Annual General Meeting. However, in terms of Regulation 17(1)(c) of SEBI (Listing Obligation Disclosure Requirement), Regulations, 2015 (“SEBI LODR”), approval of members of the Company is required to be obtained for the appointment of a Director, at the next general meeting or within a period of three months from the date of appointment, whichever is earlier. Therefore, the approval of members is being sought for the aforesaid appointment of Mr. Srivatsava Sunkara, through this Postal Ballot.

He is eligible to be appointed as a Managing Director for a term of up to five consecutive years. Further, he is neither disqualified from being appointed as a Director in terms of Section 164(2) of the Act nor debarred from holding the office of a director by virtue of any SEBI order or any other such authority.

In conformity with the Company’s Nomination and Remuneration Policy Mr. Srivatsava Sunkara will be entitled to receive remuneration, perquisites, allowances if any, is held by him, reimbursement of expenses and such sum as may be recommended by the NRC and approved by the Board, subject to the overall limits as specified under the Act and the Rules framed thereunder. The terms and conditions of Mr. Srivatsava Sunkara appointment are available for inspection by the members in the manner provided in the Notes to this Notice. The same is also available on the Company’s website.

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Mr. Srivatsava Sunkara is not related to any other Director or Key Managerial Personnel of the Company or relatives of the Directors or Key Managerial Personnel.

In the opinion of the Board, Mr. Srivatsava Sunkara, proposed to be appointed as a Managing Director, fulfills the conditions specified in the SEBI LODR and the Act and the Rules made thereunder.

A brief resume and details of Mr. Srivatsava Sunkara as stipulated under Regulation 36(3) of SEBI LODR and SS-2 issued by the Institute of Company Secretaries of India is as under:

Name of Director Mr. Srivatsava Sunkara
DIN 01725431
Date of Birth August 06, 1976
Nationality Indian
Date of first appointment on the Board October 10, 2025
Designation Additional Executive Director
Qualification Mr. Srivatsava Sunkara earned his Bachelor of
Engineering from the Indian Institute of
Technology, Kharagpur.
Experience/ Expertise Mr. Srivatsava Sunkara, is a powerhouse of
sustainable innovation and smart strategy. A
champion of operational excellence and brings
big ideas to life. He serves as Chairman &
Managing Director of GreenHouse LLC in addition
to being Chairman of Jubilee Hills Bank Limited,
where he led the strategy for digitization to
modernize the bank. With 25+ years across AI,
FinTech, and enterprise technology ecosystems,
Srivatsava has built a reputation for scaling global
AI ventures, AI commercialization, buidling
strategic
partnerships,
enabling
enterprise
transformation
and
driving
breakthrough
product innovation in the fields of AI, Fintech,
Energy, and Logistics. He has experience in
Artificial Intelligence and the development of
Large Language Models (LLMs), with proven
expertise
in
transforming
organizational
operations to enhance efficiency and foster
innovation. Whether he's building future-ready
tech, mergers, or reimagining sustainability, Sri
leads withpurpose,passion, and a touch of flair.
Terms and Conditions of Appointment or
Reappointment
Managing Director w.e.f. 10thOctober 2025 liable
to retire byrotation.
Remuneration sought to be paid Remuneration as may be decided by the Board
from time to time.

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Remuneration last drawn NIL
Number of Meetings of the Board attended during
FY 2025-26
NIL
Shareholding in the Company (Equity Shares of
Rs. 10/- each)
NIL
List of Directorships in Other Companies 0
List of Chairmanship or membership of various
Committees in listed company and other
Companies
0
Relationship with other Directors of the
Company
Not Related

The Board recommends the Ordinary Resolution as set out in item no. 1 of the Notice for approval of the Members.

Mr. Srivatsava Sunkara does not hold any shares in the Company. Except for Mr. Srivatsava Sunkara being the appointee, none of the other Directors, Key Managerial Personnel of the Company, and their relatives is concerned or interested in the said resolution.

ITEM NO. 2:

The Board of Directors at their meeting held on October 10, 2025, based on the recommendation of the Nomination and Remuneration Committee (“NRC”), appointed Mr. Kiran Kumar Inampudi [DIN: 01024343] as an Additional Executive (Non Independent) Director and Chairman of the Company, with immediate effect for a term of five consecutive years commencing from October 10, 2025 to October 09, 2030 (both days inclusive), subject to approval of the Members by way of Ordinary Resolution.

Mr. Kiran Kumar Inampudi holds a Bachelor of Engineering from Osmania University, Hyderabad. He is a seasoned Technology Executive with over 27 years of hands-on leadership in Telecom VAS, Fintech, Generative AI, and LEO SpaceTech. He has architected and scaled mission-critical platforms that process more than 120 million daily transactions and serve over 350 million subscribers across India, South Asia, the Middle East, and Africa, while delivering one of the world’s lowest-cost VAS operations across 40 countries. A former director at Nowigence Inc., Qunex Tech Corp, and WiFi Networks Pvt. Ltd., Kiran brings deep expertise in end-to-end system design — from telecom PCI cards, smart card systems, media and SMS gateways, FTTH networks, and Tier-III+ data centers to cutting-edge LEO satellite data routers, blockchain node infrastructure, ultra-low-latency real-time fintech platforms, generative AI deployment, and advanced cybersecurity architectures. Today, he is spearheading satellite-enabled global networks that deliver secure, high-speed connectivity, digital financial services, and AI capabilities to the planet’s most remote and underserved regions. The art of seamlessly combining deep technical mastery with bold strategic vision to shape the future of global connectivity and digital innovation is what makes him stand out.

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Pursuant to the provisions of Section 161 of the Act, Mr. Kiran Kumar Inampudi will hold office up to the date of the ensuing Annual General Meeting. However, in terms of Regulation 17(1)(c) of SEBI (Listing Obligation Disclosure Requirement), Regulations, 2015 (“SEBI LODR”) , approval of members of the Company is required to be obtained for the appointment of a Director, at the next general meeting or within a period of three months from the date of appointment, whichever is earlier. Therefore, the approval of members is being sought for the aforesaid appointment of Mr. Kiran Kumar Inampudi, through this Postal Ballot.

Mr. Kiran Kumar Inampudi is eligible to be appointed as an Executive Director and Chairman of the Company for a term of up to five consecutive years. Further, he is neither disqualified from being appointed as a Director in terms of Section 164(2) of the Act nor debarred from holding the office of a director by virtue of any SEBI order or any other such authority.

In conformity with the Company’s Nomination and Remuneration Policy Mr. Kiran Kumar Inampudi will be entitled to receive remuneration, perquisites, allowances, if any, is held by him, and such sum as may be recommended by the NRC and approved by the Board, subject to the overall limits as specified under the Act and the Rules framed thereunder. The terms and conditions of Mr. Kiran Kumar Inampudi appointment are available for inspection by the members in the manner provided in the Notes to this Notice. The same is also available on the Company’s website.

Mr. Kiran Kumar Inampudi is not related to any other Director or Key Managerial Personnel of the Company or relatives of the Directors or Key Managerial Personnel.

In the opinion of the Board, Mr. Kiran Kumar Inampudi, proposed to be appointed as an Executive Director and Chairman of the Company, fulfills the conditions specified in the SEBI LODR and the Act and the Rules made thereunder.

A brief resume and details of Mr. Kiran Kumar Inampudi as stipulated under Regulation 36(3) of SEBI LODR and SS-2 issued by the Institute of Company Secretaries of India is as under:

LODR and SS-2 issued bythe Institute of Company Secretaries of India is as under:
Name of Director Mr. Kiran Kumar Inampudi
DIN 01024343
Date of Birth January14 , 1976
Nationality Indian
Date of first appointment on the Board October 10, 2025
Designation Additional Executive Director
Qualification Mr. Kiran Kumar Inampudi holds a Bachelor of
Engineering
from
Osmania
University,
Hyderabad.
Experience/ Expertise Mr. Kiran Kumar Inampudi is a Technology
Executive with 27+ years of experience across
Telecom VAS, Broadcasting/Interactive TV, ISP &
Data Centers, Smart Card Systems, Fintech, and
SpaceTech. He has successfully scaled platforms
managingover 120 million dailytransactions and

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serving more than 350 million subscribers across
India, South Asia, the Middle East, and Africa. His
expertise encompasses Messaging, USSD, IVRS,
CRBT, CMS, 3G Multimedia, and digital content
delivery systems. Designed and delivered telecom
PCI cards, smart card systems, media gateways,
GSM modem SMS gateways, GPS mobility
solutions, FTTH broadband, and data center
infrastructure, enabling secure and scalable
connectivity. Currently leading innovation in
satellite-based Data Routers, blockchain node
routing,
and
realtime
fintech
transaction
platforms,
building
ultralow-latency
global
networks that expand digital services to remote
and underserved regions.
Terms and Conditions of Appointment or
Reappointment
Executive
Non-Independent
Director
and
Chairman w.e.f. October 10, 2025 liable to retire
byrotation.
Remuneration sought to be paid Remuneration as may be decided by the Board
from time to time.
Remuneration last drawn NIL
Number of Meetings of the Board attended
duringFY 2025-26
NIL
Shareholding in the Company (Equity Shares of
Rs. 10/- each)
NIL
List of Directorships in Other Companies 2
List of Chairmanship or membership of various
Committees in listed company and other
Companies
0
Relationship with other Directors of the
Company
Not Related

The Board recommends the Ordinary Resolution as set out in item no. 2 of the Notice for approval of the Members.

Mr. Kiran Kumar Inampudi does not hold any shares in the Company. Except for Mr. Kiran Kumar Inampudi being the appointee, none of the other Directors, Key Managerial Personnel of the Company, and their relatives is concerned or interested in the said resolution.

ITEM NO. 3:

The Board of Directors at their meeting held on October 10, 2025, based on the recommendation of the Nomination and Remuneration Committee (“NRC”), appointed Mr. Ramavath Suresh [DIN: 03366137]

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as an Additional [Non Executive Independent] Director of the Company, with immediate effect for a term of five consecutive years commencing from October 10, 2025 to October 09, 2030 (both days inclusive), subject to approval of the Members by way of Special Resolution.

Mr. Ramavath Suresh holds a B. Tech from Chaitanya Bharathi Institute of Technology (2004) and a PGDM from IIM Calcutta. He is a distinguished entrepreneur and institution-builder with over 20 years of leadership in business innovation, education, and social impact. As Chairman of the International School of Trade & Technology Management (ISTTM Business School), Hyderabad, he leads one of the city’s top-ranked private B-schools offering specialized in technology-driven MBA programs. He also serves on the Board of Governors of IIM Udaipur. A passionate advocate for tribal entrepreneurship, he is the Managing Director of Tribal Mantra India Pvt. Ltd. (National Award winner for Best Social Enterprise 2019) and has been National Head of the Tribal Wing of Dalit Indian Chamber of Commerce & Industry (DICCI) since 2005. Earlier, as a Global Leadership Cadre member at Tech Mahindra, he scaled Middle East operations from USD 20M to USD 250M in two years. Recipient of multiple national and international awards for excellence in management education and social service. He continues to drive AI-enabled growth, inclusive entrepreneurship, and sustainable enterprise across sectors.

Pursuant to the provisions of Section 161 of the Act, Mr. Ramavath Suresh will hold office up to the date of the ensuing Annual General Meeting. However, in terms of Regulation 17(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), approval of members of the Company is required to be obtained for the appointment of a Director, at the next general meeting or within a period of three months from the date of appointment, whichever is earlier. Therefore, the approval of members is being sought for the aforesaid appointment of Mr. Ramavath Suresh, through this Postal Ballot.

Mr. Ramavath Suresh is eligible to be appointed as a Non-Executive Independent Director of the Company for a term of up to five consecutive years. The Company has also received a declaration of eligibility from him. Further, he is neither disqualified from being appointed as a Director in terms of Section 164(2) of the Act nor debarred from holding the office of a director by virtue of any SEBI order or any other such authority.

In conformity with the Company’s Nomination and Remuneration Policy Mr. Ramavath Suresh will be entitled to receive Sitting fees, if any, is held by him, and such sum as may be recommended by the NRC and approved by the Board, subject to the overall limits as specified under the Act and the Rules framed thereunder. The terms and conditions of Mr. Ramavath Suresh appointment are available for inspection by the members in the manner provided in the Notes to this Notice. The same is also available on the Company’s website.

Mr. Ramavath Suresh is not related to any other Director or Key Managerial Personnel of the Company or relatives of the Directors or Key Managerial Personnel.

In the opinion of the Board, Mr. Ramavath Suresh, proposed to be appointed as a Non-Executive Independent Director of the Company, fulfills the conditions specified in the SEBI LODR and the Act and the Rules made thereunder and is independent of the Management.

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A brief resume and details of Mr. Ramavath Suresh as stipulated under Regulation 36(3) of SEBI LODR and SS-2 issued by the Institute of Company Secretaries of India is as under:

Name of Director Mr. Ramavath Suresh
DIN 03366137
Date of Birth December 06 , 1983
Nationality Indian
Date of first appointment on the Board October 10, 2025
Designation Additional Non-Executive Independent Director
Qualification Bachelor of Technology (B. Tech) degree from
Chaitanya Bharathi Institute of Technology
Experience/ Expertise Mr.
Ramavath
Suresh
is
a
distinguished
entrepreneur and institution-builder with over
20 years of leadership in business innovation,
education, and social impact. As Chairman of the
International School of Trade & Technology
Management
(ISTTM
Business
School),
Hyderabad, he leads one of the city’s top-ranked
private
B-schools
offering
specialized
in
technology-driven MBA programs. He also serves
on the Board of Governors of IIM Udaipur. A
passionate advocate for tribal entrepreneurship,
he is the Managing Director of Tribal Mantra India
Pvt. Ltd. (National Award winner for Best Social
Enterprise 2019) and has been National Head of
the Tribal Wing of Dalit Indian Chamber of
Commerce & Industry (DICCI) since 2005. Earlier,
as a Global Leadership Cadre member at Tech
Mahindra, he scaled Middle East operations from
USD 20M to USD 250M in two years. Recipient of
multiple national and international awards for
excellence in management education and social
service
Terms and Conditions of Appointment or
Reappointment
Non-Executive
Independent
Director
w.e.f.
October 10, 2025 to October 09, 2030 not liable
to retire byrotation.
Remuneration sought to be paid Sitting Fees as may be decided by the Board from
time to time.
Remuneration last drawn NIL
Number of Meetings of the Board attended during
FY 2025-26
NIL
Shareholding in the Company (Equity Shares of
Rs. 10/- each)
NIL
List of Directorships in Other Companies 6

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List of Chairmanship or membership of various
Committees in listed company and other
Companies
0
Relationship with other Directors of the
Company
Not Related

The Board recommends the Special Resolution as set out in item no. 3 of the Notice for approval of the Members.

Mr. Ramavath Suresh does not hold any shares in the Company. Except for Mr. Ramavath Suresh being the appointee, none of the other Directors, Key Managerial Personnel of the Company, and their relatives is concerned or interested in the said resolution.

ITEM NO. 4:

The Board of Directors at their meeting held on October 10, 2025, based on the recommendation of the Nomination and Remuneration Committee (“NRC”), appointed Mr. Sharath Kumar Rekhapalli Naga [DIN: 07541655] as an Additional director of the Company for the category of Non-Executive Independent Director, with immediate effect for a term of five consecutive years commencing from October 10, 2025 to October 09, 2030 (both days inclusive), subject to approval of the Members by way of Special Resolution.

Mr. Sharath Kumar Rekhapalli Naga, a graduate of the prestigious Indian Institute of Technology (IIT) Kharagpur, where he earned a bachelor’s degree in Aerospace Engineering, he began his career in the financial markets and gained extensive experience at globally reputed institutions such as ABN AMRO, Barclays Capital, Nomura, and Tower Research Capital India. In these roles, he successfully led strategic transformations and fostered a culture of excellence. He is a seasoned professional with over two decades of corporate experience, specializing in leadership and executive coaching. Having worked with leading global financial institutions, he has honed his expertise in executive leadership, navigated the complexities of the financial sector, and driven numerous transformative initiatives. His passion lies in empowering leaders to create meaningful impact within their organizations and beyond. Currently, he serves as the Co-founder and Chief Executive Officer (CEO) of 5-Swans, a trading and consulting firm. By leveraging deep financial market expertise, the firm delivers customized strategies that enhance performance and profitability for clients. Guided by integrity, innovation, and a commitment to continuous learning, his leadership philosophy centers on driving sustainable growth and empowering people to realize their full potential.

Pursuant to the provisions of Section 161 of the Act, Mr. Sharath Kumar Rekhapalli Naga will hold office up to the date of the ensuing Annual General Meeting. However, in terms of Regulation 17(1)(c) of SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), approval of members of the Company is required to be obtained for the appointment of a Director, at the next general meeting or within a period of three months from the date of appointment, whichever is earlier. Therefore, the

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approval of members is being sought for the aforesaid appointment of Mr. Sharath Kumar Rekhapalli Naga, through this Postal Ballot.

Mr. Sharath Kumar Rekhapalli Naga is eligible to be appointed as a Non-Executive Independent Director of the Company for a term of up to five consecutive years. Further, he is neither disqualified from being appointed as a Director in terms of Section 164(2) of the Act nor debarred from holding the office of a director by virtue of any SEBI order or any other such authority.

In conformity with the Company’s Nomination and Remuneration Policy Mr. Sharath Kumar Rekhapalli Naga will be entitled to receive Sitting fees, if any, is held by him, and such sum as may be recommended by the NRC and approved by the Board, subject to the overall limits as specified under the Act and the Rules framed thereunder. The terms and conditions of Mr. Sharath Kumar Rekhapalli Naga appointment are available for inspection by the members in the manner provided in the Notes to this Notice. The same is also available on the Company’s website.

Mr. Sharath Kumar Rekhapalli Naga is not related to any other Director or Key Managerial Personnel of the Company or relatives of the Directors or Key Managerial Personnel.

In the opinion of the Board, Mr. Sharath Kumar Rekhapalli Naga, proposed to be appointed as a NonExecutive Independent Director of the Company, fulfills the conditions specified in the SEBI LODR and the Act and the Rules made thereunder and is independent of the Management.

A brief resume and details of Mr. Sharath Kumar Rekhapalli Naga as stipulated under Regulation 36(3) of SEBI LODR and SS-2 issued by the Institute of Company Secretaries of India is as under:

Name of Director Mr. Sharath Kumar Rekhapalli Naga
DIN 07541655
Date of Birth March 12 , 1977
Nationality Indian
Date of first appointment on the Board October 10, 2025
Designation Additional Non-Executive Independent Director
Qualification Mr. Sharath Kumar Rekhapalli Naga is a graduate
of the prestigious Indian Institute of Technology
(IIT)Kharagpur.
Experience/ Expertise Mr. Sharath Kumar Rekhapalli Naga has
successfully led strategic transformations and
fostered a culture of excellence. He is a seasoned
professional with over two decades of corporate
experience, specializing in leadership and
executive coaching. Having worked with leading
global financial institutions, he has honed his
expertise in executive leadership, navigated the
complexities of the financial sector, and driven
numerous transformative initiatives. His passion
lies in empoweringleaders to create meaningful

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impact within their organizations and beyond.
Currently, he serves as the Co-founder and Chief
Executive Officer (CEO) of 5-Swans, a trading and
consulting firm. By leveraging deep financial
market expertise, the firm delivers customized
strategies
that
enhance
performance
and
profitability for clients. Guided by integrity,
innovation, and a commitment to continuous
learning, his leadership philosophy centers on
driving sustainable growth and empowering
people to realize their fullpotential.
Terms and Conditions of Appointment or
Reappointment
Non-Executive
Independent
Director
w.e.f.
October 10, 2025 to October 09, 2030 not liable
to retire byrotation.
Remuneration sought to be paid Sitting Fees as may be decided by the Board from
time to time.
Remuneration last drawn NIL
Number of Meetings of the Board attended during
FY 2025-26
NIL
Shareholding in the Company (Equity Shares of
Rs. 10/- each)
NIL
List of Directorships in Other Companies 2
List of Chairmanship or membership of various
Committees in listed company and other
Companies
0
Relationshipwith other Directors of the Company Not Related

The Board recommends the Special Resolution as set out in item no. 4 of the Notice for approval of the Members.

Mr. Sharath Kumar Rekhapalli Naga does not hold any shares in the Company. Except for Mr. Sharath Kumar Rekhapalli Nagabeing the appointee, none of the other Directors, Key Managerial Personnel of the Company, and their relatives is concerned or interested in the said resolution.

ITEM NO. 5:

The Board of Directors at their meeting held on October 10, 2025, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Sripal Reddy Molugu [DIN: 03642466] as an Additional Director of the Company for the category of Non-Executive Independent Director, with immediate effect for a term of five consecutive years commencing from October 10, 2025 to October 09, 2030 (both days inclusive), subject to approval of the Members by way of Special Resolution.

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Mr. Sripal Reddy Molugu holds a Bachelor of Technology (B. Tech) degree from Indian Institute of Technology Kharagpur in 1998. He is currently serving as the Chief Executive Officer (CEO) of ENERGON Group. He has an experience of more than 25 years pioneering clean energy solutions, AI-enabled infrastructure, and sustainable industrial technology innovation.

Pursuant to the provisions of Section 161 of the Act, Mr. Sripal Reddy Molugu will hold office up to the date of the ensuing Annual General Meeting. However, in terms of Regulation 17(1)(c) of SEBI (Listing Obligation Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), approval of members of the Company is required to be obtained for the appointment of a Director, at the next general meeting or within a period of three months from the date of appointment, whichever is earlier. Therefore, the approval of members is being sought for the aforesaid appointment of Mr. Sripal Reddy Molugu, through this Postal Ballot.

Mr. Sripal Reddy Molugu is eligible to be appointed as a Non-Executive Independent Director of the Company for a term of up to five consecutive years. Further, he is neither disqualified from being appointed as a Director in terms of Section 164(2) of the Act nor debarred from holding the office of a director by virtue of any SEBI order or any other such authority.

In conformity with the Company’s Nomination and Remuneration Policy Mr. Sripal Reddy Molugu will be entitled to receive Sitting fees, if any, is held by him, and such sum as may be recommended by the NRC and approved by the Board, subject to the overall limits as specified under the Act and the Rules framed thereunder. The terms and conditions of Mr. Sripal Reddy Molugu appointment are available for inspection by the members in the manner provided in the Notes to this Notice. The same is also available on the Company’s website.

Mr. Sripal Reddy Molugu is not related to any other Director or Key Managerial Personnel of the Company or relatives of the Directors or Key Managerial Personnel.

In the opinion of the Board, Mr. Sripal Reddy Molugu, proposed to be appointed as a Non-Executive Independent Director of the Company, fulfills the conditions specified in the SEBI LODR and the Act and the Rules made thereunder and is independent of the Management.

A brief resume and details of Mr. Sripal Reddy Molugu as stipulated under Regulation 36(3) of SEBI LODR and SS-2 issued by the Institute of Company Secretaries of India is as under:

Name of Director Mr. Sripal ReddyMolugu
DIN 03642466
Date of Birth March 20, 1976
Nationality Indian
Date of first appointment on the Board October 10, 2025
Designation Additional Non-Executive Independent Director

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Qualification Mr. Sripal Reddy Molugu holds a Bachelor of
Technology (B. Tech) degree from Indian
Institute of TechnologyKharagpur in 1998
Experience/ Expertise Mr. Sripal Reddy Molugu is currently serving as
the Chief Executive Officer (CEO) of ENERGON
Group. He holds a Bachelor of Technology (B.
Tech) degree from Indian Institute of Technology
Kharagpur in 1998. He has an experience of more
than 25 years pioneering clean energy solutions,
AI-enabled
infrastructure,
and
sustainable
industrial technologyinnovation.
Terms and Conditions of Appointment or
Reappointment
Non-Executive
Independent
Director
w.e.f.
October 10, 2025 to October 09, 2030 not liable
to retire byrotation
Remuneration sought to be paid Sitting Fees as may be decided by the Board from
time to time.
Remuneration last drawn NIL
Number of Meetings of the Board attended during
FY 2025-26
NIL
Shareholding in the Company (Equity Shares of
Rs. 10/- each)
NIL
List of Directorships in Other Companies 2
List of Chairmanship or membership of various
Committees in listed company and other
Companies
0
Relationshipwith other Directors of the Company Not Related

The Board recommends the Special Resolution as set out in item no. 5 of the Notice for approval of the Members.

Mr. Sripal Reddy Molugu does not hold any shares in the Company. Except for Mr. Sripal Reddy Molugu the appointee, none of the other Directors, Key Managerial Personnel of the Company, and their relatives is concerned or interested in the said resolution.

For Sri Adhikari Brothers Television Network Limited

Sd/-

Bhawna Saunkhiya Company Secretary & Compliance Officer M. No: A40121

Date: November 13, 2025 Place: Mumbai

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