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Bartronics India Ltd. Proxy Solicitation & Information Statement 2024

Dec 26, 2024

64057_rns_2024-12-26_f0fad3fa-b58f-4470-a21e-1afdba6296d5.pdf

Proxy Solicitation & Information Statement

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26[th] December, 2024 To, To, BSE Limited, National Stock exchange of India Limited, Listing Department, P.J. Towers, Dalal Street, Exchange Plaza, C-1, Block G, Mumbai – 400 001 Bandra Kurla Complex, Bandra (E) Scrip Code: 532694 Mumbai – 400 051 Symbol: ASMS

Dear Sir/Madam,

Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of the SEBI LODR Regulations, we hereby enclose the Notice of Postal Ballot dated December 23rd, 2024 for seeking approval through e-voting for the following special resolutions:-

Sr. No. Particular
1. To alter the Memorandum of Association(MOA)of theCompany

In compliance with the relevant circulars issued by the Ministry of Corporate Affairs (”MCA”) from time to time, the Notice of Postal Ballot is being sent by electronic mode only to those Members whose names appear in the Register of Members / List of Beneficial Owners and whose e-mail addresses are registered with the Company/Company’s Registrar and Share Transfer Agent/Depositories as on the “ Cut-off Date” i.e. Friday, December 20, 2024 .

The Company has engaged the services of NSDL for the purpose of providing e-voting facility to
all its members.The remote e-votingfacility would be available duringthe following period:
The Company has engaged the services of NSDL for the purpose of providing e-voting facility to
all its members.The remote e-votingfacility would be available duringthe following period:
Commencement of remote e-voting 9:00 a.m. (IST) on Friday, December 27,
2024
Conclusion of remote e-voting 5:00 p.m. (IST) on Saturday, January 25,
2025

The above information will be made available on the website of the Company at www.bartronics.com.

This is for your information and Records.

Thanking You,

Yours Faithfully, For Bartronics India limited

Digitally signed by N N VIDHYA VIDHYA SAGAR REDDY SAGAR REDDY Date: 2024.12.26 14:29:21 +05'30' N Vidhya Sagar Reddy Managing Director DIN: 09474749

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NOTICE OF POSTAL BALLOT

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

To, The Members,

NOTICE IS HEREBY GIVEN pursuant to and in compliance with the provisions of Sections 108, Section 110 and other applicable provisions, if any, of the Companies Act, 2013, (the “Act”), read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules”), Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), Secretarial Standards on General Meeting issued by the Institute of Company Secretaries of India (“SS-2”) and and the relaxations and clarifications issued by Ministry of Corporate Affairs (“MCA”) vide General Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No 22/2020 dated June 15, 2020, Circular No. 33/2020 dated September 28, 2020 and Circular No. 39/2020 dated December 31, 2020, Circular No: 02/2021 dated January 13, 2021, Circular No: 10/2021 dated June, 23, 2021 and Circular No: 20/2021 dated December, 08 2021 and Circular No. 3/ 2022 dated May 5, 2022, Circular No: 11/2022 dated December 28,2022 and Circular No: 09/2023 dated September 25, 2023, Circular No: 09/2024 dated September 19, 2024 (hereinafter collectively referred to as the “MCA Circulars”) and other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force and as amended from time to time) for seeking approval of the Shareholders of Bartronics India Limited (the “Company”) for the business set out hereunder through Postal Ballot by remote electronic voting process (“remote e-voting”).

In compliance with the MCA Circulars & SEBI Circulars, Regulation 44 of the Listing Regulations and the provisions of Sections 108, 110 and other applicable provisions of the Act read with the Rules, as amended from time to time, and SS – 2 on General Meetings, the hard copy of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelopes are not being sent to the Members. Notice of the Postal Ballot is being sent only through electronic mode to those Members holding shares either in physical form or dematerialized form as on Friday, December 20, 2024 (“cut-off date”) and whose email addresses are registered with the Company/ Registrar and Share Transfer Agent of the Company/ Depositories participant.

The Explanatory Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions proposed in this Postal Ballot Notice is also attached.

The Board of Directors in its meeting held on 23rd December, 2024, has appointed Mr. Shaik Ibraheem (Membership no. F7642), proprietor of M/s. SI and Associates , Practicing Company Secretary as Scrutinizer for conducting the Postal Ballot, through the e- voting process, in a fair and transparent manner. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final

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In accordance with the MCA circulars, Members can vote only through the remote e-voting process. Pursuant to Section 108 of the Act read with Rule 20 of the Rules and Regulation 44 of the Listing Regulations, the Company is pleased to offer remote e-voting facility to all its Members to cast their votes by electronic means through the remote e-voting process. Members are requested to read the instructions in the Notes under the section “Voting through remote e-voting facility” at note #11 of this Notice to cast their vote by electronic means through the remote e-voting process. The Company has appointed National Securities Depositories Limited (“NSDL”) to provide remote e-voting facility to all its members.

In accordance with the MCA Circulars, members can vote only through the remote e-voting process. Accordingly, the Company is providing a remote e-voting facility for all its members to vote electronically.

Members are requested to read the instructions given in the Notes to this Postal Ballot Notice so as to cast their vote electronically. The votes can be cast during the following voting period:

Commencement of e-voting: 9:00 a.m. (IST) on Friday, December 27,
2024
End of e-voting: 5:00 p.m. (IST) on Saturday, January 25,
2025

The Scrutiniser will submit his report, after the completion of scrutiny, to the Chairman and Managing Director of the Company or any person authorised by him. The results of e-voting will be announced on or before Tuesday, January 28, 2025 , and will be displayed on the Company’s website at www.bartronics.com and the website of NSDL at www.evoting.nsdl.com . The results will simultaneously be communicated to the Stock Exchanges and will also be displayed at the registered office of the Company.

The last date of remote e-voting shall be the date on which the resolutions shall be deemed to have been passed, if approved by requisite majority.

SPECIAL BUSINESS

1. To alter the Memorandum of Association (MOA) 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 4, 13 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with applicable rules made thereunder, including any statutory modification(s) or re-enactment(s) thereto for the time being in force, and subject to the necessary approvals, consents, permissions and sanctions required, if any, by the Registrar of Companies, and / or any other appropriate authority and subject to such terms, conditions, amendments or modifications as may be required or advised by any such appropriate authority(ies), the consent of Members of the Company be and is hereby accorded to amend the Objects clauses of the Memorandum of Association

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(“MOA”) of the Company by inserting following clause number 9 after clause number 8 of Clause III (A) and 30 of Clause III(B) respectively:

Under Clause III(A)

9. “To design, manufacture, test, assemble, and market semiconductor devices, integrated circuits, and related electronic components; to engage in the research, development, and fabrication of advanced semiconductor technologies; and to trade in raw materials, finished products, and intellectual property related to semiconductors.”

Under Clause III (B)

30. “To invest and hold in Virtual Digital Assets (VDAs) for the primary purpose of hedging against inflation and diversifying the Company’s investment portfolio in accordance with applicable laws and regulations as deemed necessary.”

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as “the Board”, which term shall deem to include any of its duly authorised Committees) and / or Company Secretary or any officer(s) so authorised by the Board, be and are hereby SEVERALLY authorised to do all acts, deeds, matters and things as may, in their absolute discretion, be deemed necessary, expedient, proper or desirable to give effect to the resolution including filings of statutory forms and to settle any matter, question, difficulties or doubts that may arise in this regard and accede to such modifications and any alterations to the aforesaid resolution as may be advised by the Registrar of Companies without requiring the Board to secure any further consent or approval of the Members of the Company; and that the Members of the Company are hereby deemed to have given their approval thereto expressly by the authority of this resolution and acts and things done or caused to be done shall be conclusive evidence of the authority of the Company for the same.”

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

Sd/Diksha Omer Place: Hyderabad Company Secretary and Compliance officer Date: 23.12.2024 Membership no. ACS64120

Registered office: Survey No. 351, Raj Bollaram Village, Medchal Mandal, R.R District, Telangana – 501 401 CIN: L29309TG1990PLC011721 E-Mail: [email protected] Website: www.bartronics.com

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Notes:

1. In terms of Section 102 and other applicable provisions of the Companies Act, 2013 read together with rules and Secretarial Standard on General Meetings (SS-2), an explanatory statement setting out the material facts concerning special business to be transacted through Postal Ballot is annexed and forms part of this Notice.

2. In compliance with the MCA Circulars and SEBI Circular, if any, the hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the Members. Notice of the Postal Ballot is being sent only through electronic mode to those Members holding shares either in physical form or dematerialized form, whose names appear in the Register of Members/ list of beneficial owners as received from National Securities Depository Limited (“NSDL”)/ Central Depository Services (India) Limited (“CDSL”) on Friday, December 20, 2024 (“cut-off date”).

3. In compliance with the provisions of Section 108 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing evoting facility for its Members to enable them to cast their votes on the resolutions electronically.

4. Each Member’s voting rights shall be in proportion to their share of the Paid-Up Equity Share Capital of the Company as on cut-off date, which will only be considered for voting.

5. Members whose names appear on the Register of Members/ List of Beneficial Owners as on Friday, December 20, 2024, will be considered for the purpose of voting. A person who is not a member as on cutoff date for reckoning voting rights should treat this Notice for information purposes only.

6. The E-voting will remain open for the Members for exercising their voting from Friday, December 27, 2024 at 9.00 a.m. (IST) till Saturday, January 25, 2025 at 5.00 p.m . (IST) both days inclusive. During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date may cast their vote electronically. The e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

7. Members may note that the Postal Ballot Notice will be available on the Company’s website www.bartronics.com and 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. A person who is not a Member as on the Cut-off Date should treat this Notice for information purpose only.

8. All the documents referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the members from the date of circulation of this Postal Ballot Notice until the last date of e-voting. Members seeking to inspect such documents can send an email to [email protected] mentioning his / her / its folio number / DP ID and Client ID.

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9. The resolutions, if approved, shall be deemed to have been passed on the last date of e- voting i.e., Saturday, January 25, 2025.

INSTRUCTIONS FOR VOTING:

The remote e-voting period begins on Friday, 27[th] December, 2024 at 09:00 A.M . and ends on Saturday, 25[th] January, 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 . 20[th] December ,2024 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 20[th] December ,2024.

- 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:

Type of shareholders Login Method
Individual
Shareholders
holding securities in demat
mode with NSDL.
1. ExistingIDeASuser can visit the e-Services website of
NSDL Viz.https://eservices.nsdl.com either 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 duringthe remote e-Voting

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period or joining virtual meeting & voting during the
meeting.
2. If you are 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
3. 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 or joining virtual meeting & voting during the
meeting.
4. Shareholders/Members can also download NSDL Mobile
App “NSDL Speede” facility by scanning the QR code
mentioned below for seamless voting experience.
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

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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 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
website
www.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
on
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 able to
see the e-Voting option where the evoting is in
progress and also able to directly access the system of
all e-Voting Service 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 or joining virtual meeting & voting during the
meeting.

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  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.

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

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

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. 4. Your User ID details are given below : Manner of holding shares i.e. Demat Your User ID is: (NSDL or CDSL) or Physical

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5.
6.
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 IN300
12**.
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

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

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

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

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 [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution /

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[email protected] Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

  1. 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.

  2. 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 [email protected]

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 [email protected].

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 [email protected]. 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 [email protected] for 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.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 AND SECTION 110 OF THE COMPANIES ACT, 2013

The Company proposes to amend the Clause III (A) and Clause III (B) of the Memorandum of Association (‘MOA’) by new inserting new clauses mentioned in the accompanying Notice in the Objects Clause in the Memorandum of Association (“MOA”) of the Company, subject to the approval of Shareholders.

This amendment aims to better align the Company with innovative global trends in financial strategies and offers a hedge against traditional asset volatility and inflation.

Section 13 of the Companies Act, 2013 stipulates that a company may, by a special resolution, alter the provisions of its MOA. The Board of Directors, on 23[rd] December, 2024 has approved the aforesaid alteration in the Objects Clause of the MOA of the Company, subject to the approval of the Members of the Company by way of postal ballot. The special resolution passed by postal ballot shall be filed with the Registrar of Companies who shall register the alteration of the MoA with respect to the objects of the Company and certify the registration.

The draft Copy of the Memorandum of Association of the Company is available for inspection at the registered office of the Company on any working day during Business Hours till last date of E Voting. The Amendment shall be effective upon the registration of the resolution with the Registrar of the Companies. The proposed change of object clause requires the approval of shareholders through Special Resolution pursuant to the provisions of Section 13 of the Companies Act, 2013.

The Board of Directors of the Company recommends the Special Resolution set forth at Item No. 1 of the Notice for approval by the Members.

None of the Directors and / or Key Managerial Personnel of the Company or their relatives is, in any way, concerned or interested, financially or otherwise, in the proposed resolution.

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

Sd/Diksha Omer Place: Hyderabad Company Secretary and Compliance officer Date: 23.12.2024 Membership no. ACS64120

Registered office: Survey No. 351, Raj Bollaram Village, Medchal Mandal, R.R District, Telangana – 501 401 CIN: L29309TG1990PLC011721 E-Mail: [email protected] Website: www.bartronics.com