AvenuesAI Limited — Proxy Solicitation & Information Statement 2025

Mar 7, 2025

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March 07, 2025

	BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001 Company Code No.: 539807	National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051 Company Symbol: INFIBEAM

Sub: Postal Ballot Notice

Dear Sir/ Madam,

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), please find enclosed herewith a copy of notice of Postal Ballot dated March 06, 2025, being sent to the Members of the Company through electronic mode, who have registered their e-mail addresses with the Depositories/Company in compliance with relevant circulars issued by Ministry of Corporate Affairs, to seek their approval for the following resolution:

Sr. No.	Description of the Resolution
1.	Special Resolution for Appointment of Ms. Girija Krishan Varma (DIN: 10038009), as an Independent Directorofthe Company.

The Company has engaged the services of National Securities Depository Limited (“NDSL”) for providing e-voting facility to all its Members. The Postal Ballot e-voting facility will be available during the following period:

Cut‐off date for e‐voting	February 28, 2025
Commencement of remote e‐voting period	9.00 a.m. ISTonSaturday,March08,2025
Conclusion of remote e‐voting period	5.00 p.m. ISTonSunday,April06,2025

The results of the postal ballot will be announced on or before Tuesday, April 08, 2025.

The Postal Ballot Notice is also available on the website of the Company at www.ia.ooo.

We request you to kindly take the same on your records.

Thanking you,

Yours faithfully,

For Infibeam Avenues Limited

SHYAMAL Digitally signed by SHYAMAL TRIVEDI TRIVEDI Date: 2025.03.07 18:03:20 +05'30' Shyamal Trivedi Sr. Vice President & Company Secretary

Encl.: As above

INFIBEAM AVENUES LIMITED

Regd. Office: 28[th] Floor, GIFT Two Building, Block No. 56, Road-5C, Zone-5, GIFT CITY, Gandhinagar, Taluka & District - Gandhinagar – 382 355, CIN: L64203GJ2010PLC061366 Tel: +91 79 67772204 | Fax: +91 79 67772205 | Email: ir@ia.ooo | Website: www.ia.ooo

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INFIBEAM AVENUES LIMITED

CIN: L64203GJ2010PLC061366

Registered Office: 28[th] Floor, GIFT Two Building, Block No. 56, Road-5C, Zone-5, GIFT CITY, Gandhinagar – 382 355, Gujarat Tel : +91 79 67772204; Fax : +91 79 67772205;

Email : ir@ia.ooo; Website : www.ia.ooo

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

Dear Members,

Notice is hereby given that pursuant to the provisions of Section 110 and 108 and other applicable provisions, if any, of the Companies Act, 2013 ( the “ Act ”), read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) (“ Rules ”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “ SEBI Listing Regulations ”), General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 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 08, 2021, 3/2022 dated May 05, 2022, 11/2022 dated December 28, 2022, 9/2023 dated September 25, 2023 and 9/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs, Government of India (' MCA Circulars '), and Circular Nos. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024 issued by the Securities and Exchange Board of India ( “SEBI” ) read together with previous circulars issued by SEBI in this regard ( ”SEBI Circulars” ), Secretarial Standard on General Meetings (“ SS‐ 2 ”) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the resolution set out below are proposed to be passed by the Members of Infibeam Avenues Limited (“Infibeam” or the “Company”) by means of Postal Ballot, only by way of remote e-voting (“ e‐voting ”) process.

The proposed resolution and the Explanatory Statement pursuant to Section 102(1), 110 of the Act and any other applicable provisions of the Act, read with Rules framed thereunder, setting out the material facts and reasons thereof concerning the resolution mentioned in this Postal Ballot Notice (“ Notice ”) are annexed hereto.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. The Company has engaged the National Securities Depository Limited (“NSDL”) for facilitating e-voting. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company / depository participant(s) / RTA. The detailed procedure with respect to e-voting is mentioned in this Notice.

The Board of Directors of the Company has appointed SPANJ & Associates, Company Secretaries as the Scrutinizer for conducting the postal ballot (e-voting process) in a fair and transparent manner.

Members desiring to exercise their votes 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 forming part of the Notice.

The remote e-voting facility will be available during the following period:

Cut‐off date for eligibility to vote	Friday, February 28, 2025
Commencement of remote e‐voting period	9.00 a.m. IST on Saturday, March 08, 2025
Conclusion of remote e‐voting period	5.00 p.m. ISTonSunday,April06,2025

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The e-voting facility will be disabled by NSDL immediately after 5.00 p.m. IST on Sunday, April 06, 2025, and will be disallowed thereafter.

The Scrutinizer will submit his report to the Chairman of the Company (“the Chairman”) or any other person authorized by the Chairman, and the result will be announced on or before Tuesday, April 08, 2025. The results of the Postal Ballot along with the Scrutinizer's Report will be placed on the website of the Company: www.ia.ooo and on the website of NSDL at: www.evoting.nsdl.com. The result will be simultaneously communicated to the Stock Exchanges.

The proposed resolutions, if approved, will be taken as having duly passed on the last date specified for e- voting by the requisite majority of Members by means of Postal Ballot, i.e. Sunday, April 06, 2025.

SPECIAL BUSINESS:

Item No. 1: Appointment of Ms. Girija Krishan Varma (DIN: 10038009), 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, 150, 152 and 161(1) read with the Articles of Association of the Company, Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re- enactment(s) thereof, for the time being in force), Ms. Girija Krishan Varma (DIN: 10038009), who, being qualified and eligible for appointment as an Independent Director pursuant to Section 149(6) of the Companies Act, 2013 and the Rules framed thereunder and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, who was on the recommendation of Nomination and Remuneration Committee appointed by the Board of Directors as an Additional Independent Director of the Company on March 06, 2025 and in respect of whom the Company has received a notice in writing from a Member proposing her candidature for the office of the Director pursuant to Section 160 of the Companies Act, 2013, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for 5 (five) consecutive years from March 06, 2025 to March 05, 2030.

“RESOLVED FURTHER THAT any Director of the Company be and is hereby severally authorized to do all such acts, deeds, matters and things as the Board may, in its absolute discretion, consider necessary, and to take such actions/ decisions in order to give effect to this resolution or as otherwise considered to be in the best interest of the Company, as it may deem fit.”

Registered Office:

28[th] Floor, GIFT Two Building, Block No. 56, Road-5C, Zone-5, GIFT CITY, Gandhinagar - 382 355 Gujarat, India

Date : March 06, 2025

By the Order of the Board, For Infibeam Avenues Limited

Shyamal Trivedi Sr. Vice President & Company Secretary

NOTES:

1. The Explanatory Statement pursuant to Sections 102, 110 of the Companies, 2013 (‘the Act’) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (‘Rules’) and other applicable provisions, as amended from time to time setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is annexed hereto.

2. A statement providing additional details of the Directors seeking appointment as set out in the Notice is annexed herewith as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India (‘ICSI’).

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1. In accordance with the MCA Circulars, SEBI Circulars and the SEBI Listing Regulations, the Postal Ballot Notice is being sent only by email to those members who have registered their email address with their Depository Participant(s) (“DPs”) or with RTA and whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on Friday, February 28, 2025 (“Cutoff Date”) in accordance with the provisions of the Companies Act, 2013, read with Rules made thereunder and MCA Circulars. In accordance with the aforesaid MCA Circulars, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the members for this Postal Ballot. The communication of the assent or dissent of the members would take place through the process of remote e-voting only. A person who is not a member as on the Cut-Off Date or who becomes a member of the Company after the Cut-Off Date should treat this Notice for information purposes only.

2. 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 i.e. Friday, February 28, 2025.

3. A member cannot exercise his / her vote through proxy on postal ballot. However, entitled to vote through their authorised representatives. Corporate and institutional members (are required to send scanned certified true copy (PDF Format) of the board resolution / authority letter, power of attorney together with attested specimen signature(s) of the duly authorised representative(s), to the Company by e-mail at ir@ia.ooo.

4. Once the vote is cast, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.

5. Postal Ballot (e-voting) period commences from Saturday, March 08, 2025 (9.00 a.m. IST) and ends on Sunday, April 06, 2025 (5.00 p.m. IST) . At the end of the e-voting period, the facility shall forthwith be blocked and e-voting shall not be allowed beyond the said date and time. During this period, the shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date i.e. Friday, February 28, 2025 may cast their votes electronically.

6. The proposed resolution, if approved, by requisite majority, shall be deemed to have been passed on the last date of e-voting, which would be April 06, 2025. The resolution passed by the Members through Postal Ballot are deemed to have been passed as if the same have been passed at a general meeting of the Members.

7. The Notice of Postal Ballot is also placed on the website of the Company i.e. www.ia.ooo,websites of the stock exchanges where the equity shares of the Company are listed, i.e. National Stock Exchange of India Limited and BSE Limited at www.nseindia.com and www.bseindia.com, respectively, and the website of NDSL i.e., www.evoting.nsdl.com.

8. All the material documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an email to ir@ia.ooo.

9. Members holding shares in physical mode are requested to update their email addresses by submitting Form ISR-1 to the Company’s RTA at rta@alankit.com. However, for the shares held in demat form, members are requested to write to their respective DPs.

11. General information and instructions relating to e‐voting:

In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations and in terms of SEBI vide circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting Facility provided by Listed Entities, and any other applicable provisions as amended, the Company is pleased to offer the facility of voting through electronic means and the businesses set out in the Notice above may be transacted through such electronic voting. The facility of casting the votes by the Members using an electronic voting system is provided by National Securities Depository Limited (NSDL).

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The Instructions and other information relating to e‐voting are as under:

‐ How do I vote electronically using NSDL e Voting system?

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

‐ Step 1: Access to NSDL e Voting system

‐ A) Login method for e Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e‐Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name ore‐Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name 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. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual	Shareholders	1. Users who have opted for CDSL Easi / Easiest facility, can login
holding securities in demat		through their existing user id and password. Option will be made
mode with CDSL		available to reach e-Voting page without any further authentication.
		The users to login Easi / Easiest are requested to visit CDSL website
		www.cdslindia.com and 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 evoting is in progress
		as per the information provided by company. On clicking the evoting
		option, the user will be able to see e-Voting page of the e-Voting
		service provider for casting your vote during the remote e-Voting
		period. Additionally, there is also links provided to access the system
		of all e-Voting Service Providers, so that the user can visit the e-
		Voting service providers’ website directly.
		3. If the user is not registered for Easi/Easiest, option to register is
		available at CDSL websitewww.cdslindia.com and click on login &
		New System Myeasi Tab and then click on registration option.
		4. Alternatively, the user can directly access e-Voting page by providing
		Demat Account Number and PAN No. from a e-Voting link available
		onwww.cdslindia.com home page. The system will authenticate the
		user by sending OTP on registered Mobile & Email as recorded in the
		Demat Account. After successful authentication, user will be able to
		see the e-Voting option where the evoting is in progress and also able
		to directlyaccess the system of all e-VotingService Providers.
Individual	Shareholders	You can also login using the login credentials of your demat account through
(holding securities in demat		your Depository Participant registered with NSDL/CDSL for e-Voting facility.
mode) login through their		Upon logging in, you will be able to see e-Voting option. Click on e-Voting
depository participants		option, you will be redirected to NSDL/CDSL Depository site after successful
		authentication, wherein you can see e-Voting feature. Click on company name
		or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting
		website of NSDL for casting your vote duringthe remote e-Voting period.

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

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

	Login type		Helpdesk details
	Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022 - 4886 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 helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911
	B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log‐in to NSDL e‐Voting website? 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. 2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. 3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
	1. 2. 3.

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

1. 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 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 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your 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 folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below:

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

3. 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.

4. 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 NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

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

6. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e- Voting system of NSDL.

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

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

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

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

• How to cast your vote electronically on NSDL e Voting system? 1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

• 1. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period. 3. Now you are ready for e-Voting as the Voting page opens. 4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
• 1. Upon confirmation, the message “Vote cast successfully” will be displayed. 6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote. General Guidelines for shareholders

• Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to csdoshiac@gmail.com with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e‐Voting" tab in their login.

• 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.

• In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL at evoting@nsdl.com.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e‐voting for the resolution set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to (ir@ia.ooo ).

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 (ir@ia.ooo ). If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e‐Voting for Individual shareholders holding securities in demat mode .

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

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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Other Instructions:

1. M/s. SPANJ & Associates, Company Secretaries have been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

2. The Scrutinizer will submit the results to the Chairman or any authorised person of the Company after completion of the scrutiny of the e-voting,

3. The result of the Postal Ballot along with the Scrutinizer’s Report will also be displayed on the Company’s website at www.ia.ooo ,the website of NSDL at www.evoting.nsdl.com and shall be communicated to the Stock Exchanges where the Company’s shares are listed. The result of the Postal Ballot will also be displayed at the Registered Office of the Company.

4. Resolution passed by the Members through postal ballot is deemed to have been passed as if the same has been passed at a General Meeting of the Members.

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT 2013

ITEM NO. 1:

Pursuant to the relevant provisions of the Companies Act, 2013 (the ‘Act’) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’), in terms of the Nomination and Remuneration Policy of the Company, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, in its meeting held on March 06, 2025 appointed Ms. Girija Krishan Varma (DIN: 10038009) as an Additional Woman Director (Non-Executive and Independent) of the Company under Section 149, 150, 152 and 161 read with Schedule IV of the Act, not liable to retire by rotation, subject to the approval of the shareholders of the Company.

Ms. Girija Krishan Varma is qualified to be appointed as a Director in terms of Section 164 of the Act and has given her consent to act as a Director. The Company has also received a declaration from Ms. Girija Krishan Varma that she meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and that she is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority.

The Board is of the view that, given the knowledge and rich experience of Ms. Girija Krishan Varma in the field of consultation and rendering professional services for Intellectual Property (IP) and developing litigation & non-litigation strategies in resolving disputes, her appointment will be of immense benefit and in the best interest of the Company. The Board is also satisfied with regard to integrity, expertise and experience (including proficiency) of Ms. Girija Krishan Varma.

The details required as per the provisions of the Listing Regulations and Secretarial Standard on General Meetings, issued by the Institute of Company Secretaries of India have been provided in the “Annexure” to the Notice.

A copy of the letter of appointment, setting out the terms and conditions of her appointment will be available for electronic inspection by the Members.

The resolution seeks the approval of members for appointment of Ms. Girija Krishan Varma as an Independent Director pursuant to Section 149 and other applicable provisions of the Act and rules made thereunder to hold office for a first term of five consecutive years w.e.f. March 06, 2025 to March 05, 2030 (both days inclusive). Ms. Girija Krishan Varma would be entitled to sitting fees for attending the Meetings of the Board of Directors and/or Committees thereof as may be approved by the Board, from time to time.

Except Ms. Girija Krishan Varma, the appointee and her relatives, none of the other Directors/ Key Managerial Personnel of the Company, and/or their relatives are, in any way, concerned or interested

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financially or otherwise, in the proposed Resolution. This statement may also be regarded as an appropriate disclosure under the Listing Regulations.

This Explanatory Statement may also be regarded as a disclosure under applicable provisions of the Listing Regulations. The Board of Directors commends the Special Resolution set out at Item No. 1 of this Postal Ballot Notice for approval by the members.

DETAILS OF DIRECTORS SEEKING APPOINTMENT:

[Pursuant to Regulations 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Paragraph 1.2.5 of Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India]

Name of Director	Ms. Girija Krishan Varma
DIN	10038009
Date of Birth:	30-10-1964
Age	60 Years
Nationality	Indian
Date of Appointment on Board	March06,2025
Qualification	Ms. Girija Krishan Varma holds B.A. degree in Psychology and Bachelor of Laws (LL.B.) from Delhi University, Master of Laws (LL.M) from Cornell University and Master of the Science of Law (J.S.M.) degreefromStanford University.
Experience & Expertise in specific functional areas	Ms Girija Krishan Varma is an Arbitrator and Fellow of the Chartered Institute of Arbitrators (FCIArb). She was previously associated in legal roles with Microsoft Corporation (India) Private Limited, Standard Chartered Bank, Escorts Limited as well as HCL - Hewlett Packard Limited. In the past, she has played a key role in establishing a leading Intellectual Property (IP) and law training institute, contributing to the development of legal and IP practice. She holds affiliations with prestigious institutions including British Council Chevening Scholars, Association of British Scholars, Stanford & Cornell University (USA), WIPO, INTA (USA), SIAC, SIMI, SICC (Singapore), IMI, AEA (Europe). AIADR (Malayasia), DIAC & ICA (India)
Terms and conditions of Appointment/ Re‐ appointment	Appointment in terms of Section 149(6) of the Companies Act, 2013
Remuneration proposed to be paid	Not applicable, she willbe paid sittingfees
Remuneration last drawn (including sitting fees, ifany)	Not Applicable
Number of Meeting of the Board attended during the Financial Year 2024‐25	Not Applicable
Names of other Companies in which the Director holds Directorship as on date of Notice	1. Continuum Green Energy Limited 2. Morjar Renewables Private Limited 3. Dalavaipuram Renewables Private Limited 4. CGE Hybrid Energy Private Limited 5. Watsun Infrabuild Private Limited 6. Trinethra Wind and Hydro Power Private Limited 7. Bothe Windfarm Development Private Limited 8. Continuum Trinethra Renewables Private Limited 9. Continuum MP Windfarm Development Private Limited

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Names of other listed Companies from which NIL the Director has resigned in past three years Names of Committees of other listed NIL Companies in which the Director holds Chairmanship/ Membership as on date of Notice Shareholding in the Company as on date of NIL Notice In case of Independent Directors, the skills and Legal Services expertise in dispute resolutions and capabilities required for the role and the Intellectual Property (IP), Risk Management manner in which the proposed person meets such requirements Relationships between Directors, Key NA Managerial Personnel and Managers of the Company.

Registered Office: 28[th] Floor, GIFT Two Building, Block No. 56, Road-5C, Zone-5, GIFT CITY, Gandhinagar - 382 355 Gujarat, India Date : March 06, 2025

By the Order of the Board, For Infibeam Avenues Limited

Shyamal Trivedi Sr. Vice President & Company Secretary

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