Bartronics India Ltd. — AGM Information 2025

Sep 5, 2025

05th September, 2025
To, BSE Limited, Listing Department, P.J. Towers, Dalal Street, Mumbai – 400 001 Scrip Code: 532694	To, National Stock exchange of India Limited, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai – 400 051 Symbol:ASMS

Dear Sir/Madam,

Sub: Notice convening the 33rd Annual General Meeting (“AGM”) of the Company

The 33[rd] AGM of the Company will be held on Tuesday, September, 30 2025 at 12:00 noon. IST through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”).

Pursuant to Regulation 34(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we are submitting herewith the Annual Report 2024-25 containing the Notice convening the 30th AGM for the financial year 2024-25 which is being sent through electronic mode to the Members, who have registered their e-mail addresses with the Company/Depositories.

The Annual Report 2024-25 containing the Notice is also uploaded on the Company’s website www.bartronics.com .

This is for your information and records.

Thanking You,

Yours Faithfully, For Bartronics India limited

N VIDHYA Digitally signed by N VIDHYA SAGAR REDDY SAGAR REDDY Date: 2025.09.05 16:58:09 +05'30'

N Vidhya Sagar Reddy Managing Director DIN: 09474749

33[rd] Annual Report 2024-25

NOTICE OF 33[RD] ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE 33[RD] ANNUAL GENERAL MEETING OF THE MEMBERS OF BARTRONICS INDIA LIMITED WILL BE HELD ON TUESDAY, 30[TH] SEPTEMBER, 2025 AT 12:00 NOON THROUGH VIDEO CONFERENCING (“VC”) /OTHER AUDIO-VISUAL MEANS (“OAVM”) TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS:

1. To receive, consider, approve and adopt the Standalone Audited Balance Sheet as at 31[st] March, 2025, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date together with the Notes attached thereto, along with the Report of Auditors and Directors thereon.

2. To re-appoint Ms. Gaddam Naveena (DIN: 10119037), who retires by rotation at this meeting and being eligible, offers herself for re-appointment .

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

“ RESOLVED THAT Ms. Gaddam Naveena (DIN: 10119037) who retires by rotation and who is eligible for reappointment as per her existing terms, be and is hereby re-appointed as Non-Executive Director, liable to retire by rotation.”

SPECIAL BUSINESS:

3. To approve the appointment of M/s. SI and Associates, Practicing Company Secretaries as Secretarial Auditors of the Company.

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

“RESOLVED THAT pursuant to Section 204 and other applicable provisions, if any, of the Companies Act, 2013, Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), other applicable laws/ statutory provisions, if any, as amended from time to time, and based on the recommendation of Audit Committee and Board of Directors, the approval of the Members be and is hereby accorded for the appointment of Mr. Shaik Ibraheem (Membership no. F7642 and Certificate of Practice No.24877), proprietor of M/s. SI and Associates, Practicing Company Secretaries as Secretarial Auditors of the Company for a term of five (5) consecutive years commencing from the financial year 2025-26 till financial year 2029-30, at such fees, plus applicable taxes and other out-of-pocket expenses as may be mutually agreed upon between the Board of Directors of the Company and the Secretarial Auditors.

RESOLVED FURTHER THAT any Director or Company Secretary be and is hereby authorised to take all necessary steps in pursuance of the matter and to file necessary forms, execute all needful compliance with regard to the matter with the Concerned ROC and Intimate to Stock Exchanges where Company is Listed”.

By and on behalf of the Board of Directors Bartronics India Limited

Place: Hyderabad Date: 03.09.2025 Registered office: Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village, Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana –500081. CIN: L62099TG1990PLC011721 E-Mail: info@bartronics.com | Website: www.bartronics.com

Sd/- Diksha Omer Company Secretary and Compliance officer M. No. A64120

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Notes:

1. The relevant explanatory statements pursuant to Section 102 of the Companies Act, 2013 (the “Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) setting out the material facts and reasons for the proposed resolutions and other details are annexed hereto.

2. The Ministry of Corporate Affairs (‘MCA’) has, vide General Circular no.14/2020 dated 8th April, 2020, General Circular no. 17/2020 dated 13thApril, 2020, General Circular no. 22/2020 dated 15th June, 2020, General Circular no. 33/2020 dated 28th September, 2020, General Circular No.39/2020 dated 31st December, 2020, General Circular No. 10/2021 dated23rd June, 2021, General Circular No. 20/2021 dated 8th December, 2021, the General Circular No. 2/2022 dated 5th May, 2022, General Circular No. 11/2022 dated 28th December, 2022 ,General Circular No. 09/2023 dated 25th September, 2023 and General Circular dated 09/2024 dated 19th September,2024 (collectively ‘MCA Circulars’) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3, 2024 (“SEBI Circular”) and other applicable circulars and notifications issued (including any statutory modifications or reenactment thereof for the time being in force and as amended from time to time), Companies are allowed to conduct General Meeting through video conferencing (‘VC’) till 30th September, 2025. In compliance with the MCA Circulars and applicable provisions of the Act and Listing Regulations, the AGM of the Company is being convened and conducted through VC. The deemed venue for the AGM shall be the Registered Office of the Company.

3. Pursuant to the above referred MCA Circulars, since this AGM is being held through VC, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and consequent to which, the Proxy Form, Attendance Slip and route map of the AGM are not annexed to this Notice. However, Corporate members intending to appoint their authorized representatives to attend the meeting are requested to send the Company a certified copy of Board Resolutions authorizing their representative to attend and vote on their behalf at the meeting.

4. In compliance with the applicable provisions and Circulars, the Company is pleased to provide remote e-Voting facility to its Members, to enable them to cast their votes electronically.

5. Relevant documents referred to in the accompanying Notice and the explanatory statement are open for inspection at the registered office of the Company on all working days, except Saturdays and Sundays, between 11:00 a.m. and 1:00 p.m. upto the date of Annual General Meeting. The requisite statutory registers as well as documents referred in notice will be made available electronically for inspection by the members of the Company upto the date of AGM. Members seeking inspection of such documents can send email at info@bartronics.com.

6. In case of joint holders attending the Meeting, only such joint holder who is first in the order of names will be entitled to vote.

7. SEBI encourages all shareholders to consider the inherent advantages of dematerialization and get existing physical shareholding converted into demat mode. Further, SEBI has also mandated that transfer and investor service requests including transmission, transposition etc., cannot be processed unless the securities are held in dematerialized form. Therefore, shareholders holding shares in physical form are requested to dematerialize their shareholding in their existing demat account, or by opening a new demat account with any Depository Participant (DP) at the earliest.

8. SEBI vide circular no. SEBI/ HO/ MIRSD/ MIRSD-PoD-1/ P/ CIR /2023/ 37 dated 16.03.2023 and further subsequent circulars issued in this regard, in supersession of SEBI circular no. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/ CIR/2021/655 dated 3rd November 2021 has instructed to mandatorily furnish PAN, KYC details and Nomination by holders of physical securities. In other words, it shall be mandatory for all holders of physical securities in listed companies to furnish PAN, Nomination, Contact details, Bank A/c details and Specimen signature for their corresponding folio numbers.

Accordingly, it is once again reiterated that it is mandatory for all holders and claimants of physical securities to furnish PAN details to RTA.

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33[rd] Annual Report 2024-25

1. Non-Resident Indian members are requested to inform Company/ respective DPs, immediately of:

2. a) Change in their residential status on return to India for permanent settlement.

3. b) Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.

4. In compliance with MCA Circulars read with the Securities and Exchange Board of India (“SEBI”) circulars dated October 03, 2024, January 5, 2023, May 12, 2020, January 15, 2021, May 13, 2022 and subsequent circular(s) issued in the respect by SEBI (hereinafter referred to as “SEBI Circulars”), Companies are not required to send 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 FY25) to the shareholders for the AGMs conducted till September 30,2025 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) as on 29[th] August, 2025 (closing hours). The Members may note that the Notice calling the AGM along with the Annual Report 2024-25 has been uploaded on the website of the Company at www.bartronics.com. The Notice of the AGM along with Annual Report 2024-25 can also be accessed from the websites of the BSE Limited and National Stock Exchange of India Limited at www. bseindia.com and www.nseindia.com, respectively and on the website of National Securities Depository Limited (NSDL/ agency for providing the Remote e-voting and e-voting facility) i.e. www.evoting.nsdl.com

However, a member is entitled to receive the hard copy of the same by writing us at info@bartronics.com. Also, the member can demand the electronic copy of this notice via. following the same method.

1. The voting rights of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on 23[rd] September, 2025 being cut-off date and are eligible to cast vote through remote e-voting or voting in the AGM only if they are holding shares as on that date.

A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owner s maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting or e-voting at the AGM and a person who is not a Member as on the cut-off date, should treat this Notice for information purposes only.

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

2. The Ministry of Corporate Affairs has undertaken a ‘Green Initiative in Corporate Governance’ and allowed companies to share documents with its shareholders through electronic mode. Members are requested to support this green initiative by registering/uploading their email addresses, in respect of shares held in dematerialized form with their respective Depository Participant and in respect of shares held in physical form with the Company’s Registrar and Share Transfer Agents.

3. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM/AGM has been uploaded on the website of the Company at www.bartronics.com. 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 and the EGM/AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

INSTRUCTIONS FOR VOTING:

The remote e-voting period begins on Satur day, 27[th] September, 2025 at 09:00 A.M . and ends on Monday , 29[th] September, 2025 at 05:00 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 . 23[rd] September, 2025 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 23[rd] September, 2025.

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BARTRONICS INDIA LIMITED

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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 shareholders Login Method
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Type of shareholders	Login Method	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3.	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 “Benefcial 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 or joining virtual meeting & voting during the meeting. 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 Verifcation 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. NSDLandyou will be redirected to e-Voting
	4.	website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless votingexperience.
Individual Shareholders holding securities in demat mode with CDSL	1.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then useryour existingmyeasi username &password.

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Type of shareholders Login Method
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Type of shareholders	Login Method
	2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 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.comand 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.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directlyaccess the system of all e-VotingService Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. 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 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 during the remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting.

1. 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.

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

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Login type Helpdesk details
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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.comor 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 athelpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

B) Login Method for e-Voting and joining virtual meeting 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.

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1. Your User ID details are given below :

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Manner of holding shares i.e. Demat
Your User ID is:
(NSDL or CDSL) or Physical
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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 thenyour user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Benefciary ID For example if your Benefciary ID is 12** then your user ID is 12**
c) For Members holding shares in Phys- ical 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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33[rd] Annual Report 2024-25

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 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 ibracs130276@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.

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.: 022 - 4886 7000 or send a request to 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 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 info@bartronics.com.

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 info@bartronics.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.

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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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” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join 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 Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

6. 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, mobile number at info@bartronics.com. The same will be replied by the company suitably.

In case of any queries/grievances pertaining to remote e-voting (before the AGM and during the AGM), you may refer to the Frequently Asked Questions (FAQs) for shareholders and e-voting user manual for shareholders available in the download section of www.evoting.nsdl.com or call on toll –free numbers 022 - 48867000 and 022 - 24997000 or send a request at evoting@nsdl.co.in.

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33[rd] Annual Report 2024-25

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE ACT:

Item no.3

In accordance with Section 204 of the Companies Act, 2013 read with rules made thereunder and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended), every listed entity is required to undertake Secretarial Audit by a Peer Reviewed Secretarial Auditor who shall be appointed by the Members of the Company, on the recommendation of the Board of Directors, for a period of five consecutive years.

The Board of Directors at its meeting held on June 19, 2025 based on the recommendations of the Audit Committee and subject to approval of the shareholders, appointed Mr. Shaik Ibraheem (Membership no. F7642), proprietor of M/s. SI and Associates as Secretarial Auditors of the Company for a term of five (5) consecutive Financial Years (FY) commencing from FY 2025-26 to FY 2029-30.

Pursuant to Regulation 36(5) of the Listing Regulations as amended, the credentials and terms of appointment of M/s. SI and Associates are as under:

Profile:

Mr. Shaik Ibraheem ,member of Institute of Company Secretaries of India and a law graduate, is founder of M/s. SI and Associates. In his distinguished career profile of more than 15+ years he has wide experience & expertise in various types of Audits including Secretarial Audits and proficiency in all matters related to Company Law, Securities Laws, SEBI Regulations, FEMA and various other business laws.

Their expertise includes corporate secretarial compliances, formation of companies and Limited Liability Partnerships (LLPs), representing before various statutory and other authorities, audit and certifications, IPR related matters. They committed to provide timely, efficient and tailor made solutions for the clients.

The Firm provide services to Listed as well as Unlisted Companies and also works with consulting Firms (CA, CS, CWA, Advocates, etc.) to advise them and their clients on various aspects of corporate law. The firm is based in Hyderabad and provide the services across the India.

Terms of appointment:

M/s. SI and Associates is proposed to be appointed for a term of five (5) consecutive years, to conduct the Secretarial Audit for financial years from 2025-26 to 2029-30.

M/s SI and Associates have given their consent to act as the Secretarial Auditors of the Company and have confirmed that their appointment, if made, will be within the limit specified under Section 204 of the Companies Act, 2013. They have also confirmed that they are not disqualified to be appointed as secretarial auditors in terms of the provisions of the Section 204 of the Companies Act, 2013 and the Rules made thereunder, read with Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and other applicable Regulations.

The services to be rendered by M/s SI and Associates as Secretarial Auditors is within the purview of the said regulation read with SEBI circular no. SEBI/ HO/CFD/CFD-PoD- 2/CIR/P/2024/185 dated December 31, 2024. at such fees, plus applicable taxes and other out of-pocket expenses as may be mutually agreed upon between the Board of Directors of the Company and the Secretarial Auditors.

In addition to the secretarial audit, M/s SI and Associates shall provide such other services in the nature of certifications and other professional work, as approved by the Board of Directors. The relevant fees will be determined by the Board, as recommended by the Audit Committee in consultation with the Secretarial Auditors.

Accordingly, consent of the Members is sought for approval of the aforesaid appointment of the Secretarial Auditors. The Board recommends the Ordinary Resolution set out at Item No. 3 of the accompanying Notice for approval by the Members of the Company.

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BARTRONICS INDIA LIMITED

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None of the Directors, Key Managerial Personnel of the Company and their relatives (except to the extent of their shareholding in the Company, if any) are concerned or interested, financially or otherwise, in the resolution set out at item no. 3 of the accompanying Notice of the Annual General Meeting.

By and on behalf of the Board of Directors Bartronics India Limited

Place: Hyderabad Date: 03.09.2025

Sd/- Diksha Omer Company Secretary and Compliance officer M. no. A64120

Registered office:

Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village, Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana –500081 CIN: L62099TG1990PLC011721 E-Mail: info@bartronics.com Website: www.bartronics.com

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33[rd] Annual Report 2024-25

Details of Director(s) recommended for appointment as required pursuant to Regulation 36(3) of the SEBI Listing Regulations and in terms of Secretarial Standards on General Meeting (SS2) issued by the Institute of Companies Secretaries of India:

Name of the Director /Category of Director	Ms. Gaddam Naveena,Non-executive Non-Independent Director
DIN	10119037
Date of Birth	07.04.1985
**Age **	39 Years
Nationality	Indian
Date of frst Appointment on Board of Company	13.02.2024
Relationship with Directors and Key Managerial Personnel	Nil
Expertise in specifc functional area	She holds a Bachelor’s Degree in Electronics from Jawaharlal Nehru Technological University (JNTU) and has over two decades of experience in business development and strategic management. Throughout her career, she has been instrumental in building businesses that focus on evolving customer needs. She also possesses extensive expertise in fnancial inclusion projects, contributing to initiatives that enhance fnancial accessibility.
Qualifcations	Bachelor’s Degree in Electronics from Jawaharlal Nehru Technological University
Terms and conditions of appointment and remuneration sought to bepaid	Re-appointment due to retirement by rotation
Names of Listed Entities from which the Director has resigned in the past three years	Nil
Number of meetings of the Board attended during the fnancialyear 2024-25	7 (seven)
Board Membership of other companies as on the date of Notice	1. Sew Bellary Highways Limited 2. Sew Krishnagar Baharampore Highways Limited 3. Sew Green Energy Limited 4. Sew New Melling Power Corporation Limited 5. Sew Vizag Coal Terminal Private Limited 6. Sew Rangmaw Power Corporation Limited 7. Sew Vidarbha Infrastructure Private Limited
Committees Membership of other companies as on the date of Notice	Nil
Number of equity shares held in the Company as on the date of Notice	Nil

By and on behalf of the Board of Directors Bartronics India Limited

Place: Hyderabad Date: 03.09.2025

Sd/- Diksha Omer Company Secretary and Compliance officer M. no. A64120

Registered office:

Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village, Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana –500081 CIN: L62099TG1990PLC011721. E-Mail: info@bartronics.com | Website: www.bartronics.com

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