Bartronics India Ltd. — Proxy Solicitation & Information Statement 2023

Jul 13, 2023

July 13, 2023

To, The Secretary, Listing Department, BSE Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai-400001. Scrip Code: 532694	To, The Manager, Listing Department, National Stock Exchange of India Limited, Exchange Plaza, 5th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (E), Mumbai- 400051. Symbol: ASMS

Dear Sirs/Madam,

• Sub: Addendum to Corrigendum to Postal Ballot Notice dated June 23, 2023 – Disclosure under

Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Ref: Our communication to Stock Exchanges dated June 23, 2023 and July 06, 2023.

In continuation to the Postal Ballot Notice dated June 23, 2023, and Corrigendum to the Postal Ballot Notice dated July 06, 2023 which has already been dispatched to shareholders of the Company as on June 16, 2023, being the cut off date; please find the attached Addendum to Corrigendum to Postal Ballot Notice.

This Addendum to the Corrigendum to Postal Ballot Notice shall form an integral part of the Postal Ballot Notice dated June 23, 2023 and Corrigendum dated July 6, 2023 and the Postal Ballot Notice dated June 23, 2023 shall always be read in conjunction with corrigendum to postal ballot and this addendum to corrigendum. This addendum to corrigendum has also been uploaded on the website of the Company at www.bartronics.com and is also being published in the same Newspapers in which the Original Notice of Postal Ballot was published.

All the contents of the Postal Ballot Notice dated June 23, 2023 and Corrigendum dated July 06, 2023 other than those mentioned in this amendment to corrigendum shall remain unchanged.

This is for your information and records.

Thanking you,

For, Bartronics India Limited

VENUG Digitally signed by VENUGOPAL OPAL THOTA Date: 2023.07.13 THOTA 17:05:17 +05'30' Venu Thota Chairman and Managing Director

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ADDENDUM TO THE CORRIGENDUM TO POSTAL BALLOT NOTICE DATED JUNE 23, 2023

Dear Members,

The Company had issued a Postal Ballot Notice dated June 23, 2023 together with Explanatory Statement in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder (“the Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”) thereto, for seeking approval of members of the Company by way of special resolutions through postal ballot process. The Postal Ballot Notice has already been circulated to all the Shareholders of the Company in due compliance with the provisions the Act and Listing Regulations.

The Company through this Addendum to corrigendum (“Addendum to Corrigendum”) wishes to bring to the notice of the Shareholders, certain corrections/rectifications, detailed below, in the said Postal Ballot Notice in terms of the Listing Regulations and based on suggestions/comments received from Stock Exchanges.

On and from the date hereof, the Postal Ballot Notice shall always be read in conjunction with Corrigendum dated July 06, 2023 and along with this Addendum to Corrigendum which forms an integral part of the same Postal Ballot and the same is also being uploaded on the website of the Company at www.bartronics.com, on the website of National Securities Depository Limited at www.evoting.nsdl.com and Stock Exchanges i.e., www.bseindia.com and www.nseindia.com

Except for the corrections/ rectifications mentioned in this Addendum to corrigendum all other contents/information mentioned in the Postal Ballot Notice dated June 23, 2023 and the Corrigendum Dated July 06, 2023 shall remain unchanged.

1. In Point No. 4. i.e. The basis on which the price has been arrived at and justification for the price (including premium, if any) shall be read as:

The value of Purchase Shares has been determined by taking into account Valuation Report dated Tuesday, June 06, 2023, issued by Mr. Satish Patodia, Independent Registered Valuer (IBBI Registered Valuer Number No. IBBI/RV/16/2023/15271) having address at AC-124, Kestopur, Majherpada, Kolkata, West Bengal – 700102.

The issue price has been determined based on consideration of fair equity share swap ratio for the proposed transaction, as per Valuation report dated June 23, 2023 along with addendum to valuation Report dated July 06, 2023, issued by Mr. A Someshwara Rao, Registered valuer Registered (Valuer No. IBBI/RV/02/2019/11544), under Regulation 166A of Chapter V of ICDR Regulations; since the proposed allotment constitutes more than 5% of the post issue fully diluted share capital of the Company.

Further, it is reiterated that The Company was admitted into Corporate Insolvency and Resolution Process (CIRP) and the Present promoters got control over the company after the Resolution Plan, approved by Hon’ble NCLT, Hyderabad, was implemented. The implementation involved reduction of share capital by reducing the face value of the company from Rs 10/- per equity share to Re 1/- per equity. In the process, the company had to generated new ISIN and go for new listing of the shares with stock exchanges i.e. BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) with its new ISIN. Owing to recently listed status of the company, The Equity Shares are not frequently traded in terms of the SEBI ICDR Regulations. BSE, being the stock exchange with higher trading volumes during the 90 trading days preceding the Relevant Date has been considered for determining the floor price in accordance with the SEBI ICDR Regulations.

Pursuant to this, RPR & Associates, Practicing Company Secretaries have issued Addendum to their Pricing Certificate dated 12[th] July 2023. This addendum can be accessed here . With this, Mr. A Someshwara Rao, Registered

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valuer Registered (Valuer No. IBBI/RV/02/2019/11544), has given revised addendum to his letter on Fair Equity Share Swap Ratio. Nonetheless, it clarified that there is no change in the Fair Equity Share Swap Ratio as confirmed by him vide his document dated July 12, 2023. This document can be accessed here .

The pricing of the Equity Shares to be allotted on a Private Placement basis is Rs.11.15/- per Equity Share, as decided by the Board in their Board meeting held on June 23, 2023, which is at premium to the fair value of the equity shares of the company determined in the manner set out above.

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “LODR 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 resolutions is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, this corrigendum is being sent only through electronic mode to those Members whose email address is registered with the Company / depository participant(s).

We would like to inform all those shareholders, who have already casted their votes in the ongoing postal ballot i.e. after the start of e-Voting towards the postal ballot but prior to receiving the corrigendum to postal ballot dated July 06, 2023 and this addendum to corrigendum, that if they wish to modify their votes in light of the information provided in the corrigendum’s; They can do so by writing an email to the scrutinizer at the following email address : yravifcs@gmail.com. The scrutinizer will ensure that any modifications to the votes are duly recorded and taken into consideration

The corrections/ rectifications proposed in this addendum to corrigendum is in no way resulting in the change in management control. This addendum to corrigendum should be read in continuation of and in conjunction with the Postal Ballot notice dated June 23, 2023 and along with corrigendum to the Postal Ballot dated July 06, 2023.

By order of the Board For Bartronics India Limited

Place: Hyderabad Date: July 13, 2023

Venu Thota Chairman and Managing Director