Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Avantel Limited Proxy Solicitation & Information Statement 2026

May 30, 2026

58992_rns_2026-05-30_3609296b-85b5-43a8-a9f8-1cfd0302bd5d.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

AS 9100D
ISO 9001:2015
avantel

AVL/SE/2026-27

May 30, 2026

To
The Corporate Relations Department
BSE Limited
Floor 25, P J Towers, Dalal Street,
Mumbai – 400 001, India.
Scrip Code: 532406

To
The Listing Department
National Stock Exchange of India Limited
Exchange Plaza, Bandra-Kurla Complex,
Bandra (East), Mumbai – 400 051, India.
Symbol: AVANTEL

Dear Sir/Madam,

Sub: Notice of the 36th Annual General Meeting (AGM) of the Company and Annual Report for FY 2025-26.

Ref: ISIN: INE005B01027

Pursuant to Regulation 30 read with Schedule III Part A Para A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), please find enclosed herewith the Notice along with the Explanatory Statement of the 36th Annual General Meeting of the Company scheduled to be held on Wednesday, June 24, 2026, at 11:00 A.M. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”), without the physical presence of the Members at a common venue, in compliance with Ministry of Corporate Affairs General Circular No. 03/2025 dated September 22, 2025. The said Notice forms part of the Integrated Annual Report for FY 2025-26.

The Annual Report for FY 2025-26 is available on the website of the Company and can be accessed at www.avantel.in/Investors.

We request you to take the same on record and treat this as compliance with the applicable provisions of the SEBI Listing Regulations.

Thanking you,

Yours faithfully,

For Avantel Limited

RAJASEKHARA
REDDY DONDETI
Digitally signed by
RAJASEKHARA REDDY DONDETI
Date: 2026.05.30 13:28:52
+05'30'

D Rajasekhara Reddy
Company Secretary & Compliance Officer

Avantel Limited
Corporate office:
Survey No. 17, Unit No. 201 & 202, 2nd Floor,
Block - 1, Vasavi’s Shalom Sky City,
Gachibowli, Serilingampally (M), Ranga Reddy (D),
Hyderabad - 500032, Telangana.
Tel : +91-40-6630 5000, Fax : +91-40-6630 5004
[email protected] www.avantel.in

Registered Office & Unit-1
Plot No.47/P, APIIC Industrial Park,
Gambheeram (V), Anandapuram (M),
Visakhapatnam - 531 163, Andhra Pradesh.
Tel : +91-891-2850000
Fax : +91-891-2850004

CIN - L72200AP1990PLC011334
Unit-2
Plot No. S-119 (M), Sy. No. 49,
E-City, Raviryal (V), Maheswaram (M),
Ranga Reddy (Dt),
Hyderabad - 501510, Telangana.
Tel: +91-40-3537 1900
Fax: +91-40-3537 1904


Annual Report - 2025-26

NOTICE

Notice is hereby given that the 36th Annual General Meeting (“AGM”) of the Members of Avantel Limited will be held on Wednesday, June 24, 2026, at 11:00 A.M. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) facility, to transact the following business:

ORDINARY BUSINESS:

  1. To receive, consider and adopt:
    a) the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Board of Directors and the Auditors thereon; and
    b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Report of the Auditors thereon.

  2. To declare a final dividend of Re.0.20/- per equity share of face value of Rs. 2/- each to the shareholders for the financial year ended March 31, 2026.

  3. To appoint a Director in place of Mrs. Abburi Sarada (DIN: 00026543), who retires by rotation and being eligible, offers her candidature for re-appointment.

  4. To consider and approve the re-appointment of M/s. Grandhy & Co., Chartered Accountants as the Statutory Auditors 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 the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof, for the time being in force) and pursuant to the recommendations of the Audit Committee and the Board of Directors of the Company, M/s. Grandhy & Co., Chartered Accountants (ICAI Firm Registration No. 001007S) be and are hereby re-appointed as the Statutory Auditors of the Company to hold office for a second term of 5 (five) consecutive years from conclusion of the 36th Annual General Meeting until the conclusion of the 41st Annual General Meeting of the Company, to be held for the financial year 2030-31, at such remuneration as may be determined by the Board of Directors, in addition to reimbursement of all out-of-pocket expenses incurred in connection with the audit.

FURTHER RESOLVED THAT the Board of Directors of the Company and/or the Company Secretary be and are hereby authorized to do all such acts, deeds, matters and things as may be necessary, expedient or desirable in connection with or incidental to giving effect to this Resolution.”

SPECIAL BUSINESS:

  1. To consider and approve the appointment of Dr. Tamilmani Kandasamy (DIN: 07617444) as an Independent Director of the Company.

To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Schedule IV to the Act, and in accordance with the provisions of the SEBI


avantel

(Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or amendment(s) thereof), Dr. Tamilmani Kandasamy (DIN: 07617444), who was appointed as an Additional Director (Non-Executive – Independent) of the Company with effect from April 26, 2026 and who holds office up to the date of this Annual General Meeting in terms of Section 161 of the Act, and in respect of whom the Company has received a notice in writing under Section 160 of the Act proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years commencing from April 26, 2026 up to April 25, 2031.

FURTHER RESOLVED THAT pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of the Companies Act, 2013, approval of the Members be and is hereby accorded for the continuation of Dr. Tamilmani Kandasamy (DIN: 07617444) as an Independent Director of the Company, even though he will attain the age of 75 (seventy-five) years during his tenure.

FURTHER RESOLVED THAT the Board of Directors of the Company and/or the Company Secretary be and is/are hereby authorized to do all such acts, deeds, matters and things as may be necessary, expedient or desirable in connection with or incidental to giving effect to this Resolution."

  1. To consider and approve the appointment of Mr. Lakshminarasimha Acharyulu Muktevi (DIN: 02118771) as an Independent Director of the Company.

To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152, 160 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Schedule IV to the Act, and in accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or amendment(s) thereof), Mr. Lakshminarasimha Acharyulu Muktevi (DIN: 02118771), who was appointed as an Additional Director (Non-Executive – Independent) of the Company with effect from April 26, 2026 and who holds office up to the date of this Annual General Meeting in terms of Section 161 of the Act, and in respect of whom the Company has received a notice in writing under Section 160 of the Act proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years commencing from April 26, 2026 up to April 25, 2031.

FURTHER RESOLVED THAT the Board of Directors of the Company and/or the Company Secretary be and is/are hereby authorized to do all such acts, deeds, matters and things as may be necessary, expedient or desirable in connection with or incidental to giving effect to this Resolution."

  1. To increase the borrowing limits of the Company under Section 180(1)(c) of the Companies Act, 2013.

To consider and if thought fit to pass, with or without modification(s), the following resolution as Special Resolution:

"RESOLVED THAT in supersession of the special resolution passed by the members of the Company at the Annual General Meeting held on June 23, 2025, and pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (“the Board”) to borrow monies, from time to time, whether secured or unsecured, including by way of loans,


Annual Report - 2025-26

credit facilities and/or issuance of debentures, bonds or other debt instruments (including foreign currency convertible bonds), from banks, financial institutions and/or any other person(s) or entities, on such terms and conditions as the Board may deem fit, for the purpose of business operations, working capital and other corporate purposes, provided that the aggregate amount of monies so borrowed, together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company's bankers in the ordinary course of business), shall not at any time exceed ₹350 Crore (Rupees Three Hundred Fifty Crore only).

FURTHER RESOLVED THAT for the purpose of giving effect to this Resolution, the Board of Directors and/or the Company Secretary of the Company (including any Committee thereof) be and is/are hereby authorized to finalize, settle and execute such documents, deeds, writings, papers and agreements as may be required and to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary, proper or desirable, and to resolve any question, difficulty or doubt that may arise in relation thereto in the best interest of the Company."

  1. To create charges on the movable and immovable properties of the Company, both present and future, in respect of borrowings under Section 180(1)(a) of the Companies Act, 2013.

To consider and if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company ("the Board") to mortgage, hypothecate, pledge and/or create charge, whether by way of first charge, pari passu charge or otherwise, on all or any of the movable and/or immovable properties of the Company, both present and future, and/or the whole or substantially the whole of the undertaking(s) of the Company, in favor of banks, financial institutions, lenders, trustees for debenture holders and/or any other persons or entities, to secure borrowings availed or to be availed by the Company, including by way of loans, credit facilities and/or issuance of debentures, bonds or other debt instruments (including non-convertible debentures and/or foreign currency convertible bonds), together with interest, costs, charges, expenses and all other monies payable by the Company in respect thereof, within the overall borrowing limits approved by the members of the Company under Section 180(1)(c) of the Act.

FURTHER RESOLVED THAT for the purpose of giving effect to this Resolution, the Board of Directors and/or the Company Secretary of the Company (including any Committee thereof) be and is/are hereby authorized to finalize, settle and execute such documents, deeds, writings, papers and agreements as may be required and to do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary, proper or desirable, and to resolve any question, difficulty or doubt that may arise in relation thereto in the best interest of the Company."

  1. To ratify the remuneration payable to Cost Auditors for the financial year 2026-27.

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(3) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the remuneration payable to M/s. MPR & Associates, Cost Accountants (Firm Registration No. 000413), appointed by the Board of Directors of the Company as Cost Auditors to conduct the audit of the cost records maintained by the Company for the financial year ending March 31, 2027, amounting to ₹1,50,000 (Rupees One Lakh Fifty Thousand only) plus applicable taxes, in addition to reimbursement of out-of-pocket expenses, be and is hereby ratified."


avantel

FURTHER RESOLVED THAT the Board of Directors of the Company (including any Committee thereof) and/or the Company Secretary be and is/are hereby authorized to do all such acts, deeds, matters and things as may be necessary, expedient or desirable in connection with or incidental to giving effect to this Resolution."

By order of the Board of Directors
For Avantel Limited

Place: Hyderabad
Date: April 26, 2026

Sd/-
Dr. Abburi Vidyasagar
Chairman & Managing Director
DIN: 00026524

4


Annual Report - 2025-26

NOTES:

  1. An Explanatory Statement setting out all material facts as required under Section 102 of the Companies Act, 2013 in respect of special business of the Company is appended and forms part of the Notice.

  2. Ministry of Corporate Affairs vide General Circular No.03/2025 dated September 22, 2025, has permitted the holding of the Annual General Meeting (“AGM”) through Video Conference/Other Audio Visual Means, without the physical presence of the Members at a common venue. Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Circulars issued by MCA and SEBI, the 36th AGM of the Company is being conducted through Video Conferencing (VC)/ Other Audio-Visual Means (OAVM) hereinafter referred to as “e-AGM”.

e-AGM: The Company has appointed KFin Technologies Limited (Kfintech), Registrars and Transfer Agents, to provide Video Conferencing (VC) / Other Audio-Visual Means (OAVM) facility for the Annual General Meeting.

  1. Pursuant to the provisions of the circulars on the VC / OAVM (e-AGM):

a. Members can attend the meeting through login credentials provided to them to connect to Video Conference (VC) / Other Audio-Visual Means (OAVM). Physical attendance of the Members at the Meeting venue is not required.

b. Body Corporates are entitled to appoint authorized representatives to attend the e-AGM through VC/OAVM and participate there at and cast their votes through e-voting.

  1. A proxy is allowed to be appointed under Section 105 of the Companies Act, 2013 to attend and vote at the general meeting on behalf of a member who is not able to attend personally. Since the AGM is being held through VC/OAVM pursuant to applicable MCA Circulars, the facility for appointment of proxies by the Members will not be available.

  2. The Members can join the e-AGM 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice.

The attendance of the Members (member's logins) attending the e-AGM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

  1. In line with Ministry of Corporate Affairs General Circular No.03/2025 dated September 22, 2025, the Notice calling the e-AGM and Annual Report has been uploaded on the website of the Company at www.avantel.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The Notice and Annual Report is also available on the website of e-voting agency KFin Technologies Limited at the website address evoting.kfintech.com.

  2. The Annual Report for the Financial year ended March 31, 2026 and Notice of AGM are being sent in electronic mode to Members whose e-mail address is registered with the Company or the Depository Participant(s), owing to the difficulties involved in dispatching of physical copies of the financial statements including Board's Report, Auditor's Report or other documents required to be attached therewith (together referred to as Annual Report).

  3. Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by writing to the Company's Registrar and Share Transfer Agent, KFin Technologies Limited at [email protected]. Members are requested to submit a request letter mentioning the Folio No. and Name of Shareholder along with scan copy of the Share Certificate (front and back) and self-attested copy of PAN card for updating of email addresses. Members holding shares in dematerialized mode are requested to register / update their email addresses with their Depository Participants.


avantel

  1. In terms of Section 152 of the Act, Mrs. Abburi Sarada (DIN: 00026543), Whole-time Director, retires by rotation at the AGM and being eligible, offers herself a re-appointment. The Nomination and Remuneration Committee and the Board of Directors of the Company recommended her re-appointment. Profile of Mrs. Abburi Sarada is annexed to Notice and Report on Corporate Governance.

  2. Pursuant to the provisions of Section 124 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, the following unclaimed dividend amounts of the Company were transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of the Companies Act, 2013:

Sl.No. Dividend for the financial year ended Dividend amount (Rs.) Transferred on
1. 2017-18 (Final Dividend) 2,25,964.00 08/09/2025
2. 2018-19 (Interim Dividend) 2,00,703.00 13/03/2026
  1. Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has uploaded the details of unclaimed Dividend amounts lying with the Company as on June 23, 2025 (date of last Annual General Meeting) on the website of the Company (www.avantel.in) and also on the website of Ministry of Corporate Affairs.

  2. Information in respect of such unclaimed dividend when due for transfer to the Investor Education and Protection Fund (IEPF) are given below:

Sl. No. For the Financial Year ended Dividend in Rs. Percentage of Dividend Date of Declaration Last date for claiming unpaid Dividend
1. 2018-19 (Final Dividend) Rs.2/- 20% 12-07-2019 10-08-2026
2. 2019-20 (Interim Dividend) Rs.2/- 20% 10-10-2019 08-11-2026
3. 2019-20 (Final Dividend) Rs.2/- 20% 25-06-2020 25-07-2027
4. 2020-21 (Final Dividend) Rs.4/- 40% 05-06-2021 04-07-2028
5. 2021-22 (Final Dividend) Rs.4/- 40% 30-05-2022 28-06-2029
6. 2022-23 (Final Dividend) Re.1/- 10% 23-06-2023 21-07-2030
7. 2023-24 (Final Dividend) Re.0.20/- 10% 30-05-2024 28-06-2031
8. 2024-25 (Final Dividend) Re.0.20/- 10% 23-06-2025 21-07-2032

The Shareholders who have not en-cashed the aforesaid dividends are requested to make their claim to the Secretarial Department, Avantel Limited, Sy No. 17, Unit No.201 & 202, 2nd Floor, Block - 1, Vasavi's Shalom Sky City, Gachibowli, Serilingampally (M), Ranga Reddy (D), Hyderabad - 500032, Telangana, India, e-mail: [email protected]

  1. Compulsory transfer of Equity Shares to Investor Education and Protection Fund (IEPF) Authority

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("Rules"), all shares on which dividend has not been claimed for seven consecutive years or more shall be transferred to IEPF Authority.


Annual Report - 2025-26

The Company has transferred the following equity shares to Investor Education and Protection Fund during the financial Year ended March 31, 2026.

Sl.No. Share transferred on No. equity shares
1. 19/09/2025 4,08,800
2. 26/03/2026 49,600
Total Shares Transferred to IEPF 4,58,400

To claim the equity shares and dividend which were transferred to the Investor Education and Protection Fund, the shareholders are requested to visit the website of the Company i.e., www.avantel.in to know the procedure for claiming the Shares and Dividend transferred to the Investor Education and Protection Fund Authority.

The Shareholders who have not en-cashed the dividends are requested to make their claim to the Secretarial Department, Avantel Limited, Sy No. 17, Unit No.201 & 202, 2nd Floor, Block - 1, Vasavi's Shalom Sky City, Gachibowli, Serilingampally (M), Ranga Reddy (D), Hyderabad - 500032, Telangana, India, e-mail: [email protected]

  1. The Securities and Exchange Board of India ("SEBI") and the Ministry of Corporate Affairs have made it mandatory for all the Listed Companies to offer Electronic Clearing Service ("ECS"), NEFT, RTGS facilities for payment of dividend, wherever applicable. This facility offers various benefits like timely credit of dividend to the shareholders account, elimination of loss of instruments in transit or fraudulent encashment, etc. The Shareholders holding shares in Physical form are requested to update their Bank Account details by submitting the Electronic Clearing Service ("ECS") form available on the website of the Company at www.avantel.in.

  2. Investor Grievance Portal maintained by Registrar and Transfer Agent (RTA).

Members are hereby notified that our RTA, KFin Technologies Limited, based on the SEBI Circular (SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/72) dated June 08, 2023, have created an online application which can be accessed at https://ris.kfintech.com/default.aspx# > Investor Services > Investor Support.

Members are required to register / sign up, using the Name, PAN, Mobile and email ID. Post registration, user can login via OTP and execute activities like, raising Service Request, Query, Complaints, check for status, KYC details, Dividend, Interest, Redemptions, e-Meeting and e-Voting Details. Quick link to access the signup page: kprism.kfintech.com/signup

  1. As per Regulation 40 of SEBI Listing Regulations, as amended from time to time, securities of listed Companies can be transferred only in dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for the ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company's Registrars and Transfer Agents, KFin Technologies Limited in this regard.

  2. The attendance of the Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

  3. Pursuant to the Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020, and the Company is required to deduct tax at source from dividend paid to 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/ KFin Technologies Limited (in case of shares held in physical mode) and depositories (in case of shares held in demat mode).


avantel

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 [email protected] by 11:59 p.m. IST on or before Saturday, June 20, 2026. Shareholders are requested to note that in case their PAN is not registered, the tax will be deducted at a higher rate of 20%. Form No. 15G/15H are available on the website of the Company i.e., www.avantel.in/investors.

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 [email protected]. The aforesaid declarations and documents need to be submitted by the shareholders by 11:59 p.m. IST on or before Saturday, June 20, 2026.

  1. The Notice of AGM and Annual Report will be sent to those Members / beneficial owners whose name appears in the Register of Members / list of beneficiaries received from the Depositories as on Wednesday, May 27, 2026.

  2. SEBI vide circular nos. SEBI/HO/OIAE/OIAE_IAD- 1/P/CIR/2023/131 dated July 31, 2023 and SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023 read with master circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/145 dated August 11, 2023, had issued guidelines towards an additional mechanism for investors to resolve their grievances by way of Online Dispute Resolution ('ODR') through a common ODR portal. Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievance with the Company/its Registrar and Share Transfer Agent directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (smartodr.in/login).

  3. SEBI, vide its circular dated 3 November 2021 (subsequently amended by circulars dated 14 December 2021, 16 March 2023 and 17 November 2023) mandated that the security holders (holding securities in physical form), whose folio(s) do not have PAN or Choice of Nomination or Contact Details or Mobile Number or Bank Account Details or Specimen Signature updated, shall be eligible for any dividend payment in respect of such folios, only through electronic mode with effect from 1 April 2024, only upon furnishing the PAN, choice of nomination, contact details including mobile number, bank account details and specimen signature.

  4. Further, relevant FAQs published by SEBI on its website can be viewed at the following link: https://www.sebi.gov.in/sebi_data/faqfiles/jan-2024/1704433843359.pdf

  5. Online application for Investor Query: Members are hereby notified that our RTA, KFin Technologies Limited (Formerly known as KFin Technologies Private Limited), basis the SEBI Circular (SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/72) dated Jun 08, 2023, have launched an online application which can be accessed at https://ris.kfintech.com > Investor Services > Investor Support.

Members are requested to register / sign up, using the Name, PAN, Mobile and email ID. Post registration, user can login via OTP and execute activities like, raising Service Request, Query, Complaints, check for status, KYC details, Dividend, Interest, Redemptions, e-Meeting and e-Voting details.

Quick link to access the signup page: https://kprism.kfintech.com/signup

QR code:
| Investor Support Centre | KFINTECH Corporate website | RTA Website | RTA Search | Online application for Investor Query |
| --- | --- | --- | --- | --- |
| | | | | |


Annual Report - 2025-26

24. Senior Citizens - Investor Support

As part of the initiative, our RTA, in order to enhance investor experience for Senior Citizens, a Senior Citizens investor cell has been newly formed to assist exclusively the Senior Citizens in redressing their grievances, complaints and queries. The special cell closely monitors the complaints coming from Senior Citizens through this channel and handholds them at every stage of the service request till closure of the grievance.

Senior Citizens wishing to avail this service can send the communication with the below details to the email id, [email protected]. Senior Citizens (above 60 years of age) have to provide the following details:

  1. ID proof showing Date of Birth
  2. Folio Number
  3. Company Name
  4. Nature of Grievance

A dedicated Toll-free number for Senior Citizens can also be accessed at 1-800-309-4006 for any queries or information

25. KPRISM Mobile App:

Mobile applications for all users to review their portfolio being managed by KFINTECH are available in Play store and App Store. Users are requested to download the application and register with the PAN number. Post verification, user can use functionalities like – Check portfolio / holding, check IPO status / Demat / Remat, track general meeting schedules, download ISR forms, view the live streaming of AGM and contact the RTA with service request, grievance, and query.

img-0.jpeg

img-1.jpeg

img-2.jpeg

img-3.jpeg

img-4.jpeg
QR Code to access KPRISM

INSTRUCTIONS FOR THE MEMBERS FOR ATTENDING THE e-AGM THROUGH VIDEO CONFERENCING/OTHER AUDIO-VISUAL MODE ("VC/OAVM"):

  1. Attending the e-AGM: Members will be able to attend the AGM through VC / OAVM or view the live webcast of AGM at https://emeetings.kfintech.com/ by using their remote e-voting login credentials and selecting the 'Event' for Company's AGM. Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the Notice. Further, Members can also use the OTP based login for logging into the e-voting system.
  2. Members are encouraged to join the Meeting through Laptops with Google Chrome for better experience.

avantel

  1. Further, Members will be required to allow Camera, if any and hence use Internet with a good speed to avoid any disturbance during the meeting.

  2. 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.

  3. Facility of joining the AGM through VC / OAVM shall be open 15 minutes before the time scheduled for the AGM.

  4. Those Members who register themselves as speaker will only be allowed to express views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers and time for each speaker depending upon the availability of time for the AGM.

  5. Submission of Questions / queries prior to e-AGM:

Members desiring any additional information with regard to Accounts/Annual Reports or having any questions or queries are requested to write to the Company Secretary on the Company's investor email id i.e., [email protected] between June 19, 2026 (09.00 Hours IST) and June 21, 2026 (17.00 Hours IST), so as to enable the Management to keep the information ready. Please note that, member's questions will be answered only if they continue to hold the shares as of cut-off date. Alternatively, shareholders holding shares as on cut-off date may also visit https://evoting.kfintech.com/ and click on the tab "Post Your Queries Here" to post their queries/views/questions in the window provided, by mentioning their name, demat account number/folio number, email ID, mobile number. The window shall be activated during the remote e-voting period and shall be closed 24 hours before the time fixed for the e-AGM.

  1. Speaker Registration before e-AGM: Shareholders who wish to register as speakers at the AGM are requested to visit https://evoting.kfintech.com/ register themselves between June 19, 2026 (09.00 Hours IST) and June 21, 2026 (17.00 Hours IST). The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

  2. Facility of joining the AGM through VC / OAVM shall be available to 2000 members on first come first served basis. However, the participation of members holding 2% or more shares, promoters, Institutional Investors, Directors, Key Managerial Personnel, Chairpersons of Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Auditors are not restricted on first come first serve basis.

  3. Members who need technical assistance before or during the AGM, can contact KFintech at https://evoting.kfintech.com/

  4. Corporate members intending to send their authorised representatives to attend the Annual General Meeting through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM") pursuant to the provisions of Section 113 of the Companies Act, 2013 are requested to send a certified copy of the relevant Board Resolution to the Company.

INSTRUCTIONS FOR E-VOTING:

PROCEDURE FOR REMOTE E-VOTING

a) In compliance with the provisions of Section 108 of the Companies Act, 2013 ("the Act"), read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI circular no.SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting Facility provided by Listed Entities, the Members are provided with the facility to cast their vote electronically, through the e-Voting services provided by KFintech on all the resolutions set forth in this Notice. The instructions for e-Voting are given below.


Annual Report - 2025-26

b) However, in pursuant to SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on “e-Voting facility provided by Listed Companies”, e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.

c) Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.

d) The remote e-Voting period commences from 10.00 Hours (IST) on Sunday, June 21, 2026, to 17.00 Hours (IST) on Tuesday, June 23, 2026.

e) The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on Wednesday, June 17, 2026, the cut-off date.

f) Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at [email protected]. However, if he / she is already registered with KFintech for remote e-Voting then he / she can use his / her existing User ID and password for casting the vote.

g) In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under “Login method for remote e-Voting and joining virtual meetings for Individual shareholders holding securities in demat mode.”

h) The details of the process and manner for remote e-Voting and e-AGM are explained below:

Step 1: Access to Depositories e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access to KFintech e-Voting system in case of shareholders holding shares in physical and non-individual shareholders in demat mode.

Step 3: Access to join virtual meetings(e-AGM) of the Company on KFin system to participate e-AGM and vote at the AGM.

Details on Step 1 are mentioned below:

Login method for remote e-Voting for Individual shareholders holding securities in demat mode.

Type of shareholders Login Method
Individual shareholders holding securities in demat mode with NSDL A. User already registered for IDeAS facility:
i. Visit URL: https://eservices.nsdl.com
ii. Click on the “Beneficial Owner” icon under “Login” under 'IDeAS' section.
iii. On the new page, enter User ID and Password. Post successful authentication, click on “Access to e-Voting”
iv. Click on company name or e-Voting service provider and you will be re-directed to e-Voting service provider website for casting the vote during the remote e-Voting period.

avantel

B. Users not registered for IDeAS e-Services: i. To register click on link: https://eservices.nsdl.com ii. Select “Register Online for IDeAS” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp iii. Proceed with completing the required fields. iv. Follow steps given in points 1.
C. Alternatively, by directly accessing the e-Voting website of NSDL: i. Open URL: https://www.evoting.nsdl.com/ ii. Click on the icon “Login” which is available under 'Shareholder/Member' section. iii. A new screen will open. You will have to enter your User ID (i.e., your sixteen-digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen. iv. Post successful authentication, you will be requested to select the name of the company and the e-Voting Service Provider name, i.e., KFintech. v. On successful selection, you will be redirected to KFintech e-Voting page for casting your vote during the remote e-Voting period. D. NSDL Speede Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience. NSDL Mobile App is available on App Store Google Play
Individual Shareholders holding securities in demat mode with CDSL. A. Existing user who have opted for Easi / Easiest i. Visit URL: https://web.cdslindia.com/myeasitoken/home/login or URL: www.cdslindia.com ii. Click on New System Myeasi iii. Login with your registered user id and password. iv. The user will see the e-Voting Menu. The Menu will have links of ESP i.e., KFintech e-Voting portal. v. Click on e-Voting service provider name to cast your vote.

12


Annual Report - 2025-26

| | B. User not registered for Easi/Easiest
i. Option to register is available at https://web.cdslindia.com/myeasitoken/home/login
ii. Proceed by completing the required fields.
iii. Follow the steps given in point 1.
C. Alternatively, by directly accessing the e-Voting website of CDSL:
i. Visit URL: www.cdslindia.com
ii. Provide your demat Account Number and PAN No.
iii. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account.
iv. After successful authentication, user will be provided links for the respective ESP, i.e., KFintech where the e- Voting is in progress. |
| --- | --- |
| Individual Shareholder login through their demat accounts / Website of Depository Participant | i. You can also login using the login credentials of your demat account through your DP registered with NSDL / CDSL for e-Voting facility.
ii. Once logged-in, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature.
iii. Click on options available against company name or e-Voting service provider – Kfintech and you will be redirected to e-Voting website of KFintech for casting your vote during the remote e-Voting period without any further authentication. |

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.

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 NSDL helpdesk by sending a request at [email protected] or call at: 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in Demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 22 55 33

avantel

Details on Step 2 are mentioned below:

Login method for e-Voting for shareholders other than Individual's shareholders holding securities in demat mode and shareholders holding securities in physical mode.

A. Members whose email IDs are registered with the Company/ Depository Participants (s), will receive an email from KFintech which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:

a) Launch internet browser by typing the URL: https://evoting.kfintech.com/

b) Enter the login credentials (i.e., User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) xxxx, followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting the vote.

c) After entering these details appropriately, click on “LOGIN”.

d) You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

e) You need to login again with the new credentials.

f) On successful login, the system will prompt you to select the “EVEN” i.e., 'Avantel Limited 36th - AGM' and click on “Submit.”

g) On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

h) Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.

i) Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.

j) You may then cast your vote by selecting an appropriate option and click on “Submit”.

k) A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).

l) Corporate/Institutional Members (i.e., other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorising its representative to attend the AGM through VC / OAVM on its behalf and to cast its vote through remote e-voting. Together with attested specimen signature(s) of the duly authorised representative(s), to the

14


Annual Report - 2025-26

Scrutiniser at email id [email protected] with a copy marked to [email protected]. The scanned image of the above-mentioned documents should be in the naming format “Avantel Limited”

B. Members whose email IDs are not registered with the Company/Depository Participants(s), and consequently the Annual Report, Notice of AGM and e-voting instructions cannot be serviced, will have to follow the following process:

Procedure for Registration of email and Mobile for securities in physical mode:

Physical shareholders are hereby notified that based on SEBI Circular number: SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37, dated March 16, 2023, all holders of physical securities in listed companies shall register the postal address with PIN for their corresponding folio numbers. It shall be mandatory for the security holders to provide mobile number. Moreover, to avail online services, the security holders can register e-mail ID. Holder can register/update the contact details through submitting the requisite form ISR 1 along with the supporting documents.

Form ISR 1 can be obtained by following the link: https://ris.kfintech.com/clientservices/isc/default.aspx ISR Form(s) and the supporting documents can be provided by any one of the following modes.

a. Through 'In Person Verification' (IPV): the authorised person of the RTA shall verify the original documents furnished by the investor and retain copy(ies) with IPV stamping with date and initials; or
b. Through hard copies which are self-attested, which can be shared on the address below; or

Name: KFIN Technologies Limited

Unit: Avantel Limited

Address: Selenium Building, Tower-B, Plot No 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana, India - 500 032.

c. Through electronic mode with e-sign by following the link: https://ris.kfintech.com/clientservices/isc/default.aspx#

Detailed FAQ can be found on the link: https://ris.kfintech.com/faq.html

For more information on updating the email and Mobile details for securities held in electronic mode, please reach out to the respective DP(s), where the DEMAT a/c is being held.

After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.

Details on Step 3 are mentioned below:

Instructions for all the shareholders, including Individual, other than Individual and Physical, for attending the AGM of the Company through VC/OAVM and e-Voting during the meeting.

a) Member will be provided with a facility to attend the AGM through VC / OAVM platform provided by KFintech. Members may access the same at https://emeetings.kfintech.com/ by using the e-voting login credentials provided in the email received from the Company/KFintech. After logging in, click on the Video Conference tab and select the EVENT of the Company. Click on the video symbol and accept the meeting etiquettes to join the meeting. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned above.
b) Facility for joining AGM though VC/ OAVM shall open at least 30 minutes before the commencement of the Meeting.

15


avantel

c) Members are encouraged to join the Meeting through Laptops/ Desktops with Google Chrome (preferred browser), Safari, Internet Explorer, Microsoft Edge, Mozilla Firefox 22.

d) Members will be required to grant access to the webcam to enable VC / OAVM. Further, Members 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.

e) As the AGM is being conducted through VC / OAVM, for the smooth conduct of proceedings of the AGM, Members are encouraged to express their views / send their queries in advance mentioning their name, demat account number / folio number and email id.

f) The Members who have not cast their vote through remote e-voting shall be eligible to cast their vote through e-voting system available during the AGM. E-voting during the AGM is integrated with the VC / OAVM platform. The Members may click on the voting icon displayed on the screen to cast their votes.

g) A Member can opt for only single mode of voting i.e., through Remote e-voting or voting at the AGM. If a Member cast votes by both modes, then voting done through Remote e-voting shall prevail and vote at the AGM shall be treated as invalid.

h) Facility of joining the AGM through VC / OAVM shall be available for at least 2000 members on first come first served basis.

i) Institutional Members are encouraged to attend and vote at the AGM through VC / OAVM.

OTHER INSTRUCTIONS

i. Speaker Registration: The Members who wish to speak during the meeting may register themselves as speakers for the AGM to express their views. They can visit https://emeetings.kfintech.com and login through the user id and password provided in the mail received from Kfintech. On successful login, select 'Speaker Registration' which will be opened from Friday, June 19, 2026 (10.00 Hours IST) to Sunday, June 21, 2026 (17.00 Hours IST). Members shall be provided a 'queue number' before the meeting. The Company reserves the right to restrict the speakers at the AGM to only those Members who have registered themselves, depending on the availability of time for the AGM.

ii. Post your Question: The Members who wish to post their questions prior to the meeting can do the same by visiting https://emeetings.kfintech.com. Please login through the user id and password provided in the mail received from Kfintech. On successful login, select 'Post Your Question' option which will be opened from Friday, June 19, 2026 (10.00 Hours IST) to Sunday, June 21, 2026 (17.00 Hours IST).

iii. In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting.kfintech.com (KFintech Website) or contact Mr. N Shyam Kumar, at [email protected] or call KFintech's toll free No. 1-800-309-4001 for any further clarifications.

iv. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on Wednesday, June 17, 2026 (End of Day), being the cut-off date, are entitled to vote on the Resolutions set forth in this Notice. A person who is not a member as on the cut-off date should treat this Notice for information purposes only. Once the vote on a resolution(s) is cast by the Member, the Member shall not be allowed to change it subsequently.

v. In case a person has become a Member of the Company after dispatch of AGM Notice but on or before the cut-off date for E-voting, he/she may obtain the User ID and Password in the manner as mentioned below:

If e-mail address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on


Annual Report - 2025-26

the home page of https://evoting.kfintech.com/, the member may click “Forgot Password” and enter Folio No. or DP ID, Client ID and PAN to generate a password.

Members who may require any technical assistance or support before or during the AGM are requested to contact KFintech at toll free number 1-800-309-4001 or write to them at [email protected].

vi. The results of the electronic voting shall be submitted to the Stock Exchanges after the AGM. The results along with the Scrutiniser's Report, shall also be placed on the website of the Company.

GENERAL INSTRUCTIONS:

a. The Company confirms that it has complied with all applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. The Company's equity shares are Listed at (i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001, Maharashtra, India; and (ii) National Stock Exchange of India Limited, Exchange Plaza, Floor 5, Plot No. C/1, Bandra (East), Mumbai – 400051, Maharashtra, India and the Company has paid the Annual Listing Fees to the said Stock Exchanges for the year 2025 – 2026.

c. Members are requested to send all communication relating to shares (Physical and Electronic) to the Company's Registrar and Share Transfer Agent at KFIN Technologies Limited (Unit: Avantel Limited), Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad-500032, Telangana State, India.

d. Register of Directors and Key Managerial Personnel (KMP) and their shareholding under Section 170 of the Companies Act, 2013 and the rules made thereunder and Register of Contracts maintained under Section 189 of the Companies Act, 2013 and the rules made thereunder are available for inspection at the registered office of the Company.

e. As required under Listing Regulations and Secretarial Standard-2 on General Meetings, details in respect of Directors seeking appointment/re-appointment at the Annual General Meeting is separately annexed hereto. Directors seeking appointment/re-appointment have furnished requisite declarations under Section 164(2) and other applicable provisions of the Companies Act, 2013 including rules framed thereunder.

GENERAL INFORMATION:

i. Members holding shares either in demat or physical mode who are in receipt of Notice, may cast their votes through e-voting.

ii. Members opting for e-voting, for which the USER ID and initial password are provided in a separate sheet. Please follow steps under the heading 'INSTRUCTIONS FOR E-VOTING' above to vote through e-voting platform.

iii. The e-voting period commences from 10.00 Hours (IST) on Sunday, June 21, 2026, to 17.00 Hours (IST) on Tuesday, June 23, 2026. During this period, the members of the Company holding shares either in physical form or in demat form, as on the cut-off date Wednesday, June 17, 2026, may cast their vote electronically. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

iv. The Company has appointed Mr. M B Suneel (Membership No. ACS 31197 and CP No. 14449) of M/s. P S Rao & Associates, Practising Company Secretaries as the Scrutiniser to conduct the voting process (e-voting and poll) in a fair and transparent manner.

v. The Scrutiniser shall, within a period not exceeding 2 working days from the conclusion of the Annual General Meeting unlock the votes in the presence of at least two (2) witnesses, not in the employment of the Company and make a Scrutiniser's Report containing the details with respect to votes cast in favour, against and abstained and submit the same to the Chairman of the Company.


avantel

vi. Subject to the receipt of sufficient votes, the resolution shall be deemed to be passed at the 36th Annual General Meeting of the Company scheduled to be held on Wednesday, June 24, 2026, the results declared along with the Scrutiniser's Report shall be placed on the Company's website www.avantel.in and on the website of KFintech evoting.kfintech.com/, within 2 working days of conclusion of the Annual General Meeting.

vii. Important Dates

The Shareholders are requested to take note of the below mentioned important dates with respect to 36th Annual General Meeting of the Company:

Sl.No. Particulars Date and Time
1. Record Date for Eligible Shareholders for Dividend Friday, June 12, 2026.
2. Cut-off Date for Eligible Shareholders for e-Voting Wednesday, June 17, 2026
3. Speaker Registration
Speaker Registration starts on Friday, June 19, 2026, at 10:00 A.M.
Speaker Registration ends on Sunday, June 21, 2026, at 05:00 P.M.
4. E-Voting
E-Voting starts on Sunday, June 21, 2026, at 10:00 A.M.
E-Voting ends on Tuesday, June 23, 2026, at 05:00 P.M.
5. Date of 36th Annual General Meeting Wednesday, June 24, 2026, at 11:00 A.M.

By order of the Board of Directors
For Avantel Limited

Place: Hyderabad
Date: April 26, 2026

Sd/-
Dr. Abburi Vidyasagar
Chairman & Managing Director
DIN: 00026524


Annual Report - 2025-26

EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

Item No. 3

To appoint a director in place of Mrs. Abburi Sarada (DIN: 00026543), who retires by rotation and being eligible, offers her candidature for re-appointment.

| Annexure to the Notice
Details of Directors seeking appointment / re-appointment at the ensuing Annual General Meeting to be held on Wednesday, June 24, 2026
[Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standard 2 on General Meetings issued by the Institute of Company Secretaries of India] | | |
| --- | --- | --- |
| Sl. No. | Particulars | Name of the Director |
| | | Mrs. Abburi Sarada |
| 1. | DIN | 00026543 |
| 2. | Date of birth and Age | 14-10-1964; 61 Years |
| 3. | Qualification | Postgraduate in MBA (Master of Business Administration) from Madurai Kamaraj University. She did her Bachelor of Commerce from Osmania University and has also completed her Bachelor of Communication and Journalism from Padmavathi University. |
| 4. | Experience and expertise in specific functional areas | More than 30 years of experience in Finance and Banking. |
| 5. | Brief Profile | The profile of Mrs. Abburi Sarada is enclosed with the Corporate Governance Report forming part of the Annual Report. |
| 6. | Relationship with other Directors, Manager and other Key Managerial Personnel of the Company | Spouse of Dr. Abburi Vidyasagar, Chairman & Managing Director and mother of Mr. Abburi Siddhartha Sagar, Whole-Time Director. |
| 7. | Nature of appointment (appointment/re-appointment) | Retires by rotation and being eligible, offers her candidature for re-appointment. |
| 8. | Terms and Conditions of appointment / re-appointment | Appointment as a Whole-Time Director subject to retirement by rotation. |
| 9. | Remuneration last drawn by such person, if applicable and remuneration sought to be paid | Rs.30,00,000/- per annum |
| 10. | Date of first appointment on the Board | 01/08/1992 |
| 11. | Shareholding in the company including shareholding as a beneficial owner; | Holds 1,46,24,940 (5.50%) Equity Shares |
| 12. | The number of Meetings of the Board attended during the year | 5 out of 5 |
| 13. | Directorship Details of the Board | M/s. Imeds Global Private Limited |
| 14. | Membership / Chairmanship of Committees of other Boards | Nil |


avantel

Item No: 4

M/s. Grandhy & Co., Chartered Accountants (ICAI Firm Registration Number 001007S) (hereinafter referred to as "Grandhy & Co."), were appointed as Statutory Auditors of the Company for a period of 5 (five) years, to hold office from the conclusion of the 31st Annual General Meeting ("AGM") until the conclusion of the 36th AGM of the Company.

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, the Company may appoint or re-appoint an audit firm as Statutory Auditors for not more than two terms of 5 (five) consecutive years. Grandhy & Co. is eligible for re-appointment for a further period of 5 (five) years.

Based on the recommendations of the Audit Committee, after evaluating the performance, independence, audit quality, expertise and experience of Grandhy & Co., the Board of Directors at their meeting held on April 26, 2026 has approved the re-appointment of Grandhy & Co. as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years, to hold office from the conclusion of the 36th AGM until the conclusion of the 41st AGM of the Company to be held for the financial year 2030-31.

The Board of Directors, in consultation with the Audit Committee, may alter and vary the terms and conditions of appointment, including remuneration, in such manner and to such extent as may be mutually agreed with the Statutory Auditors.

In terms of Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following disclosures are provided:

Following are few of his career achievements:

a) M/s. Grandhy & Co., Chartered Accountants, is a firm of Chartered Accountants registered with the Institute of Chartered Accountants of India having significant experience in statutory audits of listed and unlisted companies;

b) The proposed remuneration shall be commensurate with the scope and volume of audit and shall be mutually agreed between the Board of Directors and the Auditors;

c) There is no material change in the remuneration as compared to the previous term, except as may be decided by the Board based on expanded scope, if any; and

d) The Audit Committee has considered various parameters including capability, experience, audit quality and independence while recommending their re-appointment.

Considering the evaluation of past performance, experience and expertise of Grandhy & Co., and based on the recommendation of the Audit Committee, the Board of Directors considers that the re-appointment of Grandhy & Co. as Statutory Auditors of the Company is appropriate and in the interest of the Company.

Accordingly, the Board of Directors recommends the Ordinary Resolution set out at Item No. 4 of the Notice for approval of the Members.

Grandhy & Co. have provided their consent to act as Statutory Auditors of the Company and have confirmed that their re-appointment, if made, would be in accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013 and the rules framed thereunder, and that they are not disqualified from being appointed as Statutory Auditors of the Company.

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

20


Annual Report - 2025-26

Item No. 5

Pursuant to Section 161 of the Companies Act, 2013 read with the Articles of Association of the Company, and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, vide resolution dated April 26, 2026, appointed Dr. Tamilmani Kandasamy (DIN: 07617444) as an Additional Director in the capacity of Independent Director of the Company, for a term of 5 (five) consecutive years with effect from April 26, 2026 to April 25, 2031, subject to approval of the Members of the Company.

As per Regulation 17(1C) and 25(2A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to obtain approval of the Members for appointment of a person on the Board of Directors at the next general meeting or within a period of three months from the date of appointment, whichever is earlier, by way of a Special Resolution.

In the opinion of the Board of Directors and the Nomination and Remuneration Committee, Dr. Tamilmani Kandasamy is a person of integrity and possesses relevant expertise and experience. The Board is of the view that his association would be of immense benefit to the Company and it is desirable to avail his services as an Independent Director. In the opinion of the Board, the aforesaid Independent Director fulfils the conditions specified under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations and is independent of the management.

The Independent Director has confirmed that his name is included in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Profile of Dr. Tamilmani Kandasamy:

"Dr. K. Tamilmani (73 Years) is a distinguished aerospace professional with over four decades of experience in defence research and development, airworthiness certification, and strategic program leadership. He served as Director General (Aeronautics), Defence Research and Development Organisation (DRDO), Ministry of Defence, Government of India.

During his tenure, he directed large-scale aerospace programs with cumulative outlays exceeding ₹10,000 Crore and led multidisciplinary teams comprising over 800 scientists and engineers. He successfully delivered and oversaw multiple major national aerospace programs and contributed significantly to strengthening India's indigenous defence capabilities.

He played a pivotal role in the airworthiness certification of indigenous platforms such as Light Combat Aircraft (LCA) Tejas and Advanced Light Helicopter (ALH) and spearheaded the development of India's Airborne Early Warning (AEW) system. He was instrumental in establishing a participative certification ecosystem involving DRDO, Hindustan Aeronautics Limited (HAL), Aeronautical Development Agency (ADA), and other stakeholders.

Dr. Tamilmani has been a strong advocate of indigenization and self-reliance in defence technologies and has actively promoted private sector participation in national defence programs. He has also contributed to strategic policy initiatives, including authoring a national-level white paper on indigenous aero-engine development, and facilitating international collaborations with certification authorities in France and South Korea.

He held key leadership roles at Centre for Airborne Systems (CABS), DRDO, where he led airborne surveillance and AEW programs, and at Centre for Military Airworthiness and Certification (CEMILAC), DRDO, where he headed the airworthiness certification authority for military aircraft, helicopters, and aero engines, and strengthened regulatory and compliance frameworks.

Post his superannuation, he continues to contribute to industry and academia. He served as an Independent Director at TIDEL Park, Chennai (Government of Tamil Nadu Nominee). He is also associated with academic institutions as Senate Member of Periyar University, Chairman of the Board of Governors of Madras Institute of Technology

21


avantel

(MIT), Anna University, Member of the Board of Studies in Defence and Strategic Studies at the University of Madras, and Member of the Academic Council at UTV, Belgaum.

Dr. Tamilmani holds a Ph.D. in Technology Dynamics and National Security from the University of Madras (2010), an MBA in Human Resource Development from Anna University (1997), a Master's degree in Defence Studies from the University of Madras (1994), a Bachelor of Technology in Aeronautical Engineering from Madras Institute of Technology (MIT), Anna University (1975), and a Bachelor of Science in Physics (1972).

He is a recipient of several prestigious awards, including DRDO Outstanding Contribution Awards, National Aeronautical Prize (2007), DRDO Agni Award for Self-Reliance (2008), DRDO Technology Leadership Award (2011), and DRDO Performance Excellence Award (2013), among others. He has also received the Prof. V.M. Ghatge Design Excellence Award and the Outstanding Alumni Award from Madras Institute of Technology.

Dr. Tamilmani is a Fellow of the Aeronautical Society of India, the Indian National Academy of Engineering (INAE), and the Society for Failure Analysis.

A notice under Section 160 of the Companies Act, 2013 has been received from a Member of the Company proposing the candidature of Dr. Tamilmani Kandasamy for the office of Director.

The Company has received from Dr. Tamilmani Kandasamy: (i) consent in writing to act as a Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014; (ii) intimation in Form DIR-8 to the effect that he is not disqualified under Section 164(2) of the Companies Act, 2013; (iii) a declaration that he meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations; and (iv) Disclosure of interest in Form MBP-1 under Section 184.

Dr. Tamilmani Kandasamy will attain the age of 75 years during his tenure as an Independent Director. In terms of Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of the Companies Act, 2013, approval of the Members by way of a Special Resolution is also being sought for his continuation as an Independent Director upon attaining the age of 75 years.

The Resolution set out at Item No. 5 of the Notice is put forth for consideration by the Members as a Special Resolution pursuant to Section 149 read with Schedule IV of the Companies Act, 2013 for the appointment of Dr. Tamilmani Kandasamy as an Independent Director of the Company.

The letter of appointment of Dr. Tamilmani Kandasamy setting out the terms and conditions of appointment shall be available for inspection by the Members at the Registered Office of the Company during normal business hours on any working day.

He does not hold any equity shares in the Company and is not debarred from holding the office of Director by virtue of any order of SEBI or any other authority.

Except Dr. Tamilmani Kandasamy, none of the Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 5 of the Notice.

The Board recommends the Special Resolution set out at Item No. 5 of the Notice for approval of the Members.

Item No. 6

Pursuant to Section 161 of the Companies Act, 2013 read with the Articles of Association of the Company, and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, vide resolution dated April 26, 2026, appointed Mr. Lakshminarasimha Acharyulu Muktevi (DIN: 02118771) as an Additional Director in the capacity of Independent Director of the Company, for a term of 5 (five) consecutive years with effect from April 26, 2026 to April 25, 2031, subject to approval of the Members of the Company.

22


Annual Report - 2025-26

As per Regulation 17(1C) and 25(2A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to obtain approval of the Members for appointment of a person on the Board of Directors at the next general meeting or within a period of three months from the date of appointment, whichever is earlier, by way of a Special Resolution.

In the opinion of the Board of Directors and the Nomination and Remuneration Committee, Mr. Lakshminarasimha Acharyulu Muktevi is a person of integrity and possesses relevant expertise and experience. The Board is of the view that his association would be of immense benefit to the Company and it is desirable to avail his services as an Independent Director. In the opinion of the Board, the aforesaid Independent Director fulfils the conditions specified under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations and is independent of the management.

The Independent Director has confirmed that his name is included in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Profile of Mr. M. L. N. Acharyulu:

Mr. M. L. N. Acharyulu (68 Years) is a seasoned corporate management professional with over four decades of extensive experience across diverse industries including infrastructure, manufacturing, financial services, and semiconductor technology. He possesses strong expertise in corporate strategy, financial management, project execution, business development, mergers and acquisitions, and corporate governance.

He holds a Master of Technology in Power Systems from Jawaharlal Nehru Technological University, Kakinada in the year 1980, a Master of Financial Management from Jamnalal Bajaj Institute of Management Studies, Mumbai in the year 1986, and is an Associate Member of the Institute of Cost Accountants of India, qualified in the year 1993.

Over the course of his distinguished career, Mr. Acharyulu has held several senior leadership positions. He served as Chief Executive Officer and Executive Director of Karaikal Port Private Limited, where he played a key role in the development and operations of the port. He was also the Managing Director of Sentini Sanitary Private Limited (now part of LIXIL Group) and Qualcore Logic Limited. Additionally, he served as Executive Director at Conexant Systems India Private Limited.

Earlier in his career, he held key roles at Crompton Greaves Limited, SICOM Limited, and Godavari Fertilizers and Chemicals Limited (now Coromandel International Limited), where he gained extensive experience in project management, finance, and industrial operations.

Mr. Acharyulu has also been actively associated with various industries and trade bodies. He has served as a Member of the National Executive Committee of the Indo-American Chamber of Commerce (IACC), Vice Chairman of HYSEA, and is a Charter Member of The Indus Entrepreneurs (TiE). He has travelled extensively across various countries and brings a global perspective to business and strategic decision-making.

He is presently associated with multiple companies in a Board capacity and continues to contribute his vast industry experience towards organizational growth and governance.

A notice under Section 160 of the Companies Act, 2013 has been received from a Member of the Company proposing the candidature of Mr. Lakshminarasimha Acharyulu Muktevi for the office of Director.

The Company has received from Mr. Lakshminarasimha Acharyulu Muktevi: (i) consent in writing to act as a Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014; (ii) intimation in Form DIR-8 to the effect that he is not disqualified under Section 164(2) of the Companies Act, 2013; (iii) a declaration that he meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations; and (iv) Disclosure of interest in Form MBP-1 under Section 184.

23


avantel

The Resolution set out at Item No. 6 of the Notice is put forth for consideration by the Members as a Special Resolution pursuant to Section 149 read with Schedule IV of the Companies Act, 2013 for the appointment of Mr. Lakshminarasimha Acharyulu Muktevi as an Independent Director of the Company.

The letter of appointment of Mr. Lakshminarasimha Acharyulu Muktevi setting out the terms and conditions of appointment shall be available for inspection by the Members at the Registered Office of the Company during normal business hours on any working day.

He does not hold any equity shares in the Company and is not debarred from holding the office of Director by virtue of any order of SEBI or any other authority.

Except Mr. Lakshminarasimha Acharyulu Muktevi, none of the Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 6 of the Notice.

The Board recommends the Special Resolution set out at Item No. 6 of the Notice for approval of the Members.

Item No. 7 & 8

Pursuant to the provisions of Section 180(1)(c) of the Companies Act, 2013, the Board of Directors of the Company cannot, except with the consent of the Members by way of a Special Resolution, borrow monies, apart from temporary loans obtained from the Company's bankers in the ordinary course of business, in excess of the aggregate of the paid-up share capital, free reserves and securities premium of the Company.

Considering the expansion of business operations and the Company's growth strategy to scale its activities, including pursuing various project development opportunities and maintaining a strong project pipeline, the Company requires enhanced financial flexibility and timely access to funds. Accordingly, it is proposed to increase the borrowing limits of the Company from ₹200 Crore (Rupees Two Hundred Crore Only) to ₹350 Crore (Rupees Three Hundred Fifty Crore Only).

It would, therefore, be in the interest of the Company to enhance the borrowing limits and authorize the Board of Directors to borrow monies, from time to time, which may exceed the aggregate of the paid-up share capital, free reserves and securities premium of the Company, provided that the total amount so borrowed shall not exceed ₹350 Crore (Rupees Three Hundred Fifty Crore Only) notwithstanding that such borrowings may exceed the aggregate of the paid-up share capital, free reserves and securities premium of the Company.

Further, in order to secure such borrowings, the Company may be required to create charges, mortgages or hypothecation on its movable and/or immovable properties, both present and future, in favour of lenders. Pursuant to the provisions of Section 180(1)(a) of the Companies Act, 2013, such creation of charge on the whole or substantially the whole of the undertaking(s) of the Company requires approval of the Members by way of a Special Resolution.

Accordingly, approval of the Members is sought to increase the borrowing limits of the Company up to ₹350 Crore; and to authorize the Board of Directors to create charge(s) on the assets of the Company, both present and future, to secure such borrowings within the overall limits approved under Section 180(1)(c) of the Act.

The Board of Directors is of the opinion that the proposed enhancement of borrowing limits and creation of charges on the assets of the Company are in the best interest of the Company and its stakeholders.

None of the Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions set out at Item Nos. 7 and 8 of the Notice.

The Board of Directors recommends the Special Resolutions set out at Item Nos. 7 and 8 of the Notice for approval of the Members.

24


Annual Report - 2025-26

Item No. 9

The Board of Directors of the Company, pursuant to the recommendation of the Audit Committee, at its meeting held on April 26, 2026, has approved the appointment of M/s. MPR & Associates, Cost Accountants (Firm Registration No. 000413), as the Cost Auditors of the Company to conduct the audit of the cost records maintained by the Company for the financial year ending March 31, 2027, at a remuneration of ₹1,50,000 (Rupees One Lakh Fifty Thousand only) plus applicable taxes, in addition to reimbursement of out-of-pocket expenses.

In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the Members of the Company.

Accordingly, the Ordinary Resolution set out at Item No. 9 of the Notice is placed before the Members for ratification of the remuneration payable to the Cost Auditors for the financial year ending March 31, 2027.

None of the Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 9 of the Notice.

The Board of Directors recommends the Ordinary Resolution set out at Item No. 9 of the Notice for approval of the Members.

By order of the Board of Directors
For Avantel Limited

Place: Hyderabad
Date: April 26, 2026

Sd/-
Dr. Abburi Vidyasagar
Chairman & Managing Director
DIN: 00026524

25


avantel

Annexure to the Notice Details of Directors seeking Appointment (Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 (SS-2) on General Meetings issued by the Institute of Company Secretaries of India)
Sl. No. Particulars Name of the Director
Dr. Tamilmani Kandasamy Mr. Lakshminarasimha Acharyulu Muktevi
1. DIN 07617444 02118771
2. Date of birth and Age May 3, 1952; 73 years September 15, 1957; 68 years
3. Qualification Ph.D. in Technology Dynamics and National Security; MBA (HRD); M.Sc. Defence Studies; B. Tech (Aeronautical Engineering); B.Sc. (Physics) M. Tech (Power Systems), JNTU Kakinada; Master of Financial Management, JBIMS Mumbai; Associate Member of the Institute of Cost Accountants of India (ICMAI)
4. Experience and expertise in specific functional areas Distinguished aerospace professional with over four decades of experience in defence R&D, airworthiness certification and strategic program leadership. Former Director General (Aeronautics), DRDO. Key expertise includes aerospace engineering, defence systems, certification frameworks and strategic leadership. Seasoned corporate management professional with over four decades of experience across infrastructure, manufacturing, financial services and semiconductor sectors. Key expertise includes corporate strategy, financial management, project execution, business development, mergers & acquisitions and corporate governance.
5. Brief Profile Detailed profile is provided in the Explanatory Statement forming part of the Notice. Detailed profile is provided in the Explanatory Statement forming part of the Notice.
6. Relationship with other Directors, Manager and other Key Managerial Personnel of the Company Not related to any Director or Key Managerial Personnel of the Company. Not related to any Director or Key Managerial Personnel of the Company.
7. Nature of appointment (appointment/ re-appointment) Appointment as an Independent Director Appointment as an Independent Director
8. Terms and Conditions of appointment / re-appointment Appointed as Independent Director for a period of 5 years from April 26, 2026, to April 25, 2031, not liable to retire by rotation. Appointed as Independent Director for a period of 5 years from April 26, 2026, to April 25, 2031, not liable to retire by rotation.
9. Remuneration sought to be paid and last drawn remuneration Sitting fees, if any, as approved by the Board and Members from time to time; last drawn: Not applicable Sitting fees, if any, as approved by the Board and Members from time to time; last drawn: Not applicable

26


Annual Report - 2025-26

Sl. No. Particulars Name of the Director
Dr. Tamilmani Kandasamy Mr. Lakshminarasimha Acharyulu Muktevi
10. Date of first appointment on the Board April 26, 2026 April 26, 2026
11. Shareholding in the company including shareholding as a beneficial owner; Nil Nil
12. The number of Meetings of the Board attended during FY 2025-26 Not applicable Not applicable
13. Directorship Details of the Board Nil 1) Samini Ceramics Limited
2) Sentini Bioproducts Private Limited
3) Nanobright Solar Technologies Pvt. Ltd.
4) Sentini Flopipes India Private Limited
5) Sentini Bio-Spirit Private Limited
6) Ocean5 Synergy Private Limited
14. Membership / Chairmanship of Committees of other Boards Nil Nil
15. Names of listed entities from which the person has resigned in the past three years Not applicable Not applicable
16. Skills and capabilities required for the role and manner in which the proposed Directors meet such requirements Expertise in aerospace, defence systems, certification and strategic leadership, contributing to governance and technology-driven decision making. Strong expertise in corporate strategy, finance, project execution and governance, contributing to effective oversight and strategic growth of the Company.

By order of the Board of Directors
For Avantel Limited

Place: Hyderabad
Date: April 26, 2026

Sd/-
Dr. Abburi Vidyasagar
Chairman & Managing Director
DIN: 00026524