Avon Mercantile Ltd. — Proxy Solicitation & Information Statement 2026

Feb 2, 2026

Date: 02.02.2026

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To, The Listing Manager, Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001

Sub. : Intimation of the 1[st] Extra-Ordinary General Meeting of the Company.

Scrip Code: 512265

We wish to inform that:

1. 1[st] Extra-Ordinary General Meeting of Avon Mercantile Limited (the Company) for the FY 2025-26 will be held on Tuesday 24[th] February, 2026 at 02:00 P.M.), through Video Conference (‘VC’)/ Other Audio-Visual Means (‘OAVM’). The copy of the Notice of the 1[st] EGM is enclosed herewith.

2. Cut-off date for remote e-voting is Tuesday, 17[th] February, 2026. The remote e-voting shall commence on Saturday, 21[st] February, 2026 at 9.00 a.m. (IST) and will end on Tuesday, 23[rd] February, 2026 at 5.00 p.m. (IST).

Kindly take the same on record and oblige.

Thanking you,

Avon Mercantile Limited

Himanshi Dhakad Company Secreatry M. No : A59385

Website: avonmercantile.co.in Ph: 0120-3355131, 3859000

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NOTICE OF THE 1[ST] EXTRA-ORDINARY GENERAL MEETING FOR THE FY 2025-26

Notice is hereby given that an Extra Ordinary General Meeting (AML/2025-2026/EGM-I) of the Members of AVON MERCANTILE LIMITED (“the Company”) will be held on Tuesday, 24[th] day of February, 2026 at 02.00 P.M. via audio-visual means to transact the business given below. The Registered Office of the Company at Upper Basement, Smart Bharat Mall, Plot No.I-2, Sector - 25A, Noida, Uttar Pradesh- 201301 shall be treated as the deemed venue of this meeting .

SPECIAL BUSINESS:

1. To consider and if thought fit, to pass with or without modification the following resolution, as Ordinary Resolution:

To consider and approve the appointment of Ms. Nikita Sehrawat as Manager of the Company:

“RESOLVED THAT pursuant to Section 164, 196, 197 and 203 of the Companies Act, 2013 (‘the Act’) read with Schedule V & other applicable provisions made thereunder and subject to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) and as approved by the Board of Directors of the Company in their meeting held on 22[nd] day of January, 2026 upon recommendation of Nomination & Remuneration Committee in accordance with the Nomination & Remuneration Policy of the Company, the consent of the members be and is hereby accorded for the appointment of Ms. Nikita Sehrawat as ‘Manager’ of the Company w.e.f. from 22[nd] January, 2026 for a period of 5 (Five) years on such terms and conditions inter-alia remuneration as set out in the Explanatory Statement annexed to the Notice convening this meeting;

“ RESOLVED FURTHER THAT the Directors/CFO/Company Secretary of the Company, be and are hereby severally authorized to take all such steps as may be necessary and/or give such directions as may be necessary, proper or expedient to give effect to the above resolution without being required to seek any further consent or approval of the members and the members shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

Website: avonmercantile.co.in Ph: 0120-3355131, 3859000

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BY ORDER OF THE BOARD

For AVON MERCANTILE LIMITED

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Himanshi Dhakad Company Secretary & Compliance Officer M. No.: A59385

Place: Noida Dated: 2[nd] February, 2026

Website: avonmercantile.co.in Ph: 0120-3355131, 3859000

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NOTES:

1. Ministry of Corporate Affairs (‘MCA’) permitted conducting Extra Ordinary General Meeting (“EGM”) through VC/OAVM and dispended the personal presence of the Shareholders at the meeting. Accordingly, the MCA vide its General Circular No. 11/2022 dated 28.12.2022, General Circular No. 14/2020 dated 08th April, 2020, and General Circular No. 03/2022 dated 05.05.2022 read with General Circular No. 17/2020 dated 13th April, 2020 (collectively referred to as ‘MCA Circulars’) has prescribed the procedures and manner of conducting the EGM through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”) (facility without the physical presence of the Shareholders at a common venue). In compliance with the provisions of the Companies Act, 2013 read with MCA Circulars, the EGM of the Shareholders will be held through VC / OAVM. Hence, Shareholders can attend and participate in the EGM through VC / OAVM only.

2. Pursuant to the Circular No. 14/2020 dated 08th April, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the Shareholders is not available for this EGM being held through VC / OAVM and therefore, the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.

3. Corporate members intending to send their authorized representatives to attend the Meeting pursuant to Section 113 of the Companies Act, 2013 are requested to send to the Company a certified scanned copy (PDF/JPG Format) of the Board Resolution / Power of Attorney authorizing their representatives to attend and vote on their behalf at the meeting.

4. The attendance of the Shareholders attending the EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

5. Members attending the Extra-Ordinary General Meeting (EGM) of the Company are requested to confirm their attendance along with the location during the meeting through video conferencing.

6. Explanatory Statement setting out the material facts pursuant to Section 102 of the Companies Act, 2013, concerning the special business in the Notice of this Extra-Ordinary General Meeting is annexed hereto and forms part of this report.

7. The notice of EGM along with the Explanatory Statement is being sent only through electronic mode to those Members whose email addresses are registered with the Company. Members may note that the EGM along with the Explanatory Statement will also be available on the Company’s website https://avonmercantile.co.in/.

8. Queries proposed to be raised at the Extra-Ordinary General Meeting may be sent to the Company through an email at avonsecretaial@gmail.com or at its registered office at least seven days prior to the date of Extra-Ordinary General Meeting to enable the management to compile the relevant information to reply the same in the meeting.

9. Pursuant to General Circular No. 11/2022 dated 28.12.2022, the members can attend the meeting through video conferencing and the link for video conferencing of the said meeting will be circulated to the members separately.

Website: avonmercantile.co.in Ph: 0120-3355131, 3859000

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Saturday, February, 21, 2026 at 9:00 A.M. and ends on Monday, February 23, 2026 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Tuesday, February 17, 2026, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Tuesday, February 17, 2026.

- 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 and joining virtual meeting for Individual shareholders holding securities in demat mode

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

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

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Type of Login Method
shareholders
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Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. If you are already registered forNSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the“Beneficial Owner”icon under “Login” which is available under“IDeAS”section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on options available against company name ore-Voting service provider – NSDLand you will be re- directed to NSDL e-Votingwebsite for casting your vote duringthe

	2. 3.	remote e-Voting period or joining virtual meeting & voting during the meeting. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS”Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 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 held 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 options available against company name ore-Voting service provider - NSDLand you will be redirected to e-Voting website of NSDLfor casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/loginor www.cdslindia.com and click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.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 provided links for the respective ESP i.e.NSDLwhere the e-Voting is in progress.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e- Voting feature. Click on options available against company name ore- Voting service provider-NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at 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 at evoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

• B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

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

1. Your User ID details are given below :

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Manner of holding shares i.e. Your User ID is:
Demat (NSDL or CDSL) or
Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit
demat account with NSDL. Client ID
For example if your DP ID is IN300
and Client ID is 12 then your
user ID is IN30012**.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL.
For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in EVEN Number followed by Folio
Physical Form. Number registered with the company
For example if folio number is 001
and EVEN is 101456 then user ID is
101456001
5. Password details for shareholders other than Individual shareholders are given
below:
a) If you are already registered for e-Voting, then you can user your existing
password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to
retrieve the ‘initial password’ which was communicated to you. Once you
retrieve your ‘initial password’, you need to enter the ‘initial password’
and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
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(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
6. If you are unable to retrieve or have not received the “ Initial password” or
have forgotten your password:
a) Click on “ Forgot User Details/Password ?”(If you are holding shares in
your demat account with NSDL or CDSL) option available on
www.evoting.nsdl.com.
b) Physical User Reset Password ?” (If you are holding shares in physical
mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can
send a request at evoting@nsdl.co.in mentioning your demat account
number/folio number, your PAN, your name and your registered address
etc.
d) Members can also use the OTP (One Time Password) based login for casting
the votes on the e-Voting system of NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by
selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.
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- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting 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 and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e- Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

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

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

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

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

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

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to bskashtwal@gmail.com with a copy marked to evoting@nsdl.co.in.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Amit Vishal at evoting@nsdl.co.in

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

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested

scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to admin@mcsregistrars.com or avonsecretarial@gmail.com .

1. 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 admin@mcsregistrars.com or avonsecretarial@gmail.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 -

(A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

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

2. 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.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the EGM/AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the EGM/AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM/AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the EGM/AGM. However, they will not be eligible to vote at the EGM/AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM/AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH

VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. 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 in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

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

4. 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 WiFi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, at Nikita.sehrawat@smartbharatgroup.com or avonsecretarial@gmail.com or compliance@avonmercantile.co.in . The same will be replied by the company suitably.

General Instructions

• i. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the EGM through ballot paper.

• ii. CS. DINKAR SHARMA, Practicing Company Secretary (Membership No. FCS- 7383), has been appointed for as the Scrutinizer for providing facility to the members of the Company to scrutinize the voting and remote e-voting process in a fair and transparent manner.

• iii. The Chairman shall, at the EGM, at the end of discussion on the resolutions on which voting is to be held, allow voting with the assistance of scrutinizer, for all those members who are present VC / OAVM at the EGM but have not cast their votes by availing the remote e-voting facility.

• iv. The Scrutinizer shall after the conclusion of voting at the EGM, will first count the votes cast at the meeting and thereafter unblock the votes cast through remote e- voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than three days of the conclusion of the EGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

• v. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the Company www.avonmercantile.co.in and on the website of NSDL immediately after the declaration of result by the Chairman or a person authorized by him in writing and communicated to the BSE Limited.

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EXPLANATORY STATEMENT AND REASONS FOR THE PROPOSED RESOLUTION PURSUANT TO SECTION 102 READ WITH SECTION 110 OF THE COMPANIES ACT, 2013.

ITEM NO.1

Appointment of Ms. Nikita Sehrawat as “Manager” of the Company

As per Regulation 17(1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of the Companies Act, 2013 (‘the Act”) read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 made thereunder of the Act.

The Board of Directors of the Company on the recommendation of the Nomination and Remuneration Committee at its meeting held on 22[nd] January, 2026 has appointed Ms. Nikita Sehrawat as “Manager” for a period of 5 (Five) years with effect from 22[nd] January, 2026, subject to approval of the Members of the Company at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Ms. Nikita Sehrawat is holding Post graduation degree in commerce and has 1.5 years of experience in Legal and Compliance Department. She is Specialized in complainces of NBFCs and Listed Company and has expertise, knowledge and business acumen in managing the overall business of the Company and her appointment would be beneficial for the Company. The remuneration of Ms. Nikita Sehrawat proposed by Nomination and Remuneration Committee is mentioned below. Ms. Nikita Sehrawat has no other pecuniary relationship directly or indirectly with the Company. Therefore, the Board recommends this resolution to be passed as an ordinary resolution in the Extra Ordinary General Meeting.

Accordingly, Ordinary Resolution is submitted to the meeting for the consideration and approval of members.

None of the Directors, Key Managerial Persons or their relatives, except Ms. Nikita Sehrawat is in any way, concerned or interested in the said resolution.

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Website: avonmercantile.co.in Ph: 0120-3355131, 3859000

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Remuneration Recommended by Nomination and Remuneration Committee:

Compensation Plan for Nikita Sehrawat

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S. No Components of salary INR/annum INR/month
1 Basic salary 2,40,000 20,000
2 Bonus 20,000 1,667
3 House Rent Allowance 1,20,000 10,000
4 Others Allowance 48,000 4,000
5 Special Allowance 72,000 6,000
Total 5,00,000 41,667
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BY ORDER OF THE BOARD

For AVON MERCANTILE LIMITED

Himanshi Dhakad Company Secretary & Compliance Officer M. No.: A59385

Place: Noida Dated: 2[nd] February, 2026

Website: avonmercantile.co.in Ph: 0120-3355131, 3859000