Bartronics India Ltd. — Proxy Solicitation & Information Statement 2025

Jun 21, 2025

21st June, 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: 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 June 19, 2025 for seeking approval through e-voting for the following special resolutions:-

Sr. No.	Particular
1.	To amend the Main Object Clause and Other Object Clause of the Memorandum of Association of theCompany
2.	To approve the shifting of the registered office of the Company from one district to another district
3.	To approve the appointment of Mr. Panidapu Lakshmi Naga Srinivasa Rao(DIN: 11154921)as Independent Director of the Company

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, 13[th] June, 2025. .

The Company has engaged the services of NSDL for the purpose of providing e-voting facility to all its members. The remote e-voting facility would be available during the following period:

Commencement of remote e-voting 9:00 a.m. (IST) on Monday, June 23, 2025 Conclusion of remote e-voting 5:00 p.m. (IST) on Tuesday, July 22, 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

DIKSHA Digitally signed by DIKSHA OMER OMER Date: 2025.06.21 13:25:36 +05'30' Diksha Omer Company Secretary

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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 13[th] June, 2025 (“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 19th June, 2025, 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 Monday, 23rd June, 2025
End of e-voting:	5:00 p.m. (IST) on Tuesday, 22nd July, 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 24[th] July, 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 amend the Main Object Clause and Other Object Clause of the Memorandum of Association 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 10 to 16 after clause number 9 of Clause III (A), 31 to 38 of Clause III(B) and 7 to 16 of Clause III(C) respectively:

Under Clause III(A)

10. To design, develop, and operate integrated agritech platforms using artificial intelligence, satellite imaging, remote sensing, soil health analytics, IoT sensors, and any emerging or future technologies to deliver hyper-localized farm advisory, weather alerts, crop recommendations, and predictive insights via digital and native language interfaces.

11. To manufacture, source, trade, distribute, lease, or otherwise deal in agricultural inputs including, but not limited to, certified seeds, organic and inorganic fertilizers, biopesticides, irrigation solutions, smart farm equipment, and environment-friendly innovations such as solar irrigation pumps and precision farming tools.

12. To invest in, acquire, merge, or form strategic alliances with domestic and international companies or startups in agriculture, food processing, agritech, agri-finance, and climate-tech through equity, convertible securities, share swaps, or other permissible financial structures.

13. To enable farmers and agri-entities to participate in carbon credit markets by adopting sustainable and climate-resilient agricultural practices; to develop, acquire, or license MRV (Measurement, Reporting, Verification) tools; and to facilitate the verification, aggregation, certification, trading, and monetization of carbon credits across voluntary and compliance carbon markets.

14. To set up and manage digital and physical infrastructure for farm produce including cold storage units, collection centers, grading and sorting lines, processing facilities, packaging and export hubs to ensure minimal post-harvest loss and better price realization.

15. To research, formulate, manufacture, license, and distribute Ayurveda, herbal, and nutraceutical products including functional foods, therapeutic supplements and wellness solutions and to acquire and commercialize intellectual property; and to establish Ayurveda clinics and wellness centers through direct operations or franchising.

16. To engage in procurement, chilling, processing, packaging, distribution, and marketing of milk and dairy products such as butter, cheese, ghee, paneer, dairy-based beverages and to establish or acquire milk collection centers, cold chains, and dairy plants and to collaborate with cooperatives and private players.

Under Clause III(B)

31. To carry on activities for capacity building, training, skilling, and awareness among farmers, youth, and entrepreneurs in agriculture, dairy, and wellness sectors.

32. To undertake and support scientific research, product development, and pilot projects in agri-innovation, dairy technologies, and Ayurveda-based healthcare.

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33. To establish laboratories, Research &Development units, testing and certification centers, and quality control facilities to ensure high standards and regulatory compliance.

34. To develop proprietary software, applications, platforms, or tools for agricultural or dairy solutions, or wellness and healthcare delivery, and to commercialize the same through licensing or SaaS models.

35. To provide consulting, advisory, technical, and commercial support to organizations, start-ups, and governments working in agriculture, dairy, or traditional wellness systems.

36. To raise funds through loans, equity, debentures, bonds, or other securities and financial instruments, and to invest in or acquire shares in other businesses, companies, or undertakings aligned with the Company’s objectives.

37. To apply for, purchase, or acquire any licenses, approvals, permissions, patents, trademarks, copyrights, or other protections from the Government of India or any other authority necessary for carrying out the Company’s objects.

38. To distribute samples, provide free trials, carry out marketing, advertising, and promotional activities including digital outreach and influencer engagement relevant to its products and services.

Under Clause III(C)

7. To establish training institutions, online courses, e-learning platforms, and content creation centers to disseminate knowledge and skill in agritech, dairy management, and Ayurvedic wellness.

8. To promote environment-friendly, climate-smart, and socially inclusive models of agriculture, dairy, and wellness services, and to contribute to national and international goals of sustainability and rural development.

9. To provide technology-enabled services in rural and semi-urban areas including mobile-based services, e-commerce platforms, blockchain, and digital wallets to improve agricultural income and efficiency.

10. To engage in export, import, or trade (domestic and international) of agricultural produce, dairy products, herbal and nutraceutical items, value-added products, and agricultural inputs.

11. To establish, manage, or support Farmer Producer Organizations (FPOs), cooperatives, and community-based organizations to implement sustainable agriculture practices and market linkages.

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12. To provide financial technology solutions including digital credit scoring, microlending, insurance underwriting, and risk mitigation models tailored for agriculture and allied sectors

13. To develop, implement, and maintain Software as a Service (SaaS) and Platform as a Service (PaaS) products for end-to-end farm-to-market digitization

14. To establish or manage climate-resilient infrastructure such as solar cold chains, water harvesting structures, smart irrigation, renewable energy for farming, and ecofriendly rural technologies.

15. To manufacture, process, package, and distribute value-added food products such as snacks, grains, processed fruits and vegetables, herbal supplements, and beverages.

16. To facilitate and promote green and sustainable supply chains by integrating logistics, warehousing, packaging, and traceability technologies such as blockchain and QR-based farm-to-fork trace systems.

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.”

2. To approve the shifting of the registered office of the Company from one district to another district

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 Section 12 of the Companies Act, 2013 read with The Company (Incorporation) Rules, 2014 and other applicable provisions, if any, including amendments thereto from time to time, the consent of the members of the Company be and is hereby accorded to shift the registered office of the Company from Survey No. 351, Raj Bollaram Village, Medchal Mandal & District, Hyderabad, Telangana, 501401 to SV Chambers, 1st Floor, Plot 193, Kavuri Hills, Phase II, Madhapur, Ranga Reddy District, Hyderabad, Telangana - 500033.

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FURTHER RESOLVED THAT the Board of Directors of the Company (which term shall be deemed to include any Committee of the Board which may have been constituted or hereinafter constitute to exercise the powers conferred on the Board by this resolution) be and is hereby authorized to take such steps as may be necessary and generally to do all acts, deeds and things as may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid resolution.”

3. To approve the appointment of Mr. Panidapu Lakshmi Naga Srinivasa Rao (DIN: 11154921) as Independent Director of the Company

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160, 161, read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (‘Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014 as well as other Rules made thereunder and pursuant to applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), as amended (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the provisions of the Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company, Mr. Panidapu Lakshmi Naga Srinivasa Rao (DIN: 11154921), who was appointed as an Additional Director of the Company, under the category of Independent Director with effect from June 19[th] , 2025 and who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act read with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations and is eligible for appointment under the provisions of the Act, read with the Rules made thereunder and the applicable provisions of Listing Regulations, and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act proposing his candidature for the office of an Independent Director, be and is hereby appointed as a Regular Director in Independent Director category, not liable to retire by rotation, to hold office for a first term of consecutive five years up to June 18, 2030.

RESOLVED FURTHER THAT the Board (including any Committee duly constituted by the Board ) and/or Company Secretary of the Company, be and are hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable, or expedient to give effect to this resolution.”

By and on behalf of the Board of Directors Bartronics India Limited Sd/Diksha Omer Place: Hyderabad Company Secretary and Compliance officer Date: 19.06.2025 Membership no. ACS64120

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Registered office:

Survey No. 351, Raj Bollaram Village, Medchal Mandal, R.R District, Telangana – 501 401 CIN: L29309TG1990PLC011721 E-Mail: investors@bartronics.com Website: www.bartronics.com

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 13[th] June, 2025 (“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 13[th] June, 2025 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 Monday, 23[rd] June, 2025 at 9.00 a.m. (IST) till Tuesday, 22[nd] July, 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

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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 investor@bartronics.com mentioning his / her / its folio number / DP ID and Client ID.

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 Monday, 23rd June, 2025 at 09:00 A.M . and ends on Tuesday, 22nd July, 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 . 13[th] June, 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 13[th] June, 2025

- 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.

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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.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period 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” facilitybyscanningthe QR code

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mentioned below for seamless voting experience.

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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 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 bysendingOTP on registered

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	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	You can also login using the login credentials of your demat
(holding securities in demat	account through your Depository Participant registered with
mode) login through their	NSDL/CDSL for e-Voting facility. upon logging in, you will
depository participants	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.

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 evoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 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?

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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 :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

2. 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’?

• (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

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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.**

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

2. 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.

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

4. 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.

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

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

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

8. 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.

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

2. 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 / ibracs130276@gmail.com 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.

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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.

1. 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.

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

Item no.1

The Board of Directors proposes to amend the Memorandum of Association (MOA) of the Company by inserting new object in the Clause III (A), Clause III (B) and Clause III (C) of the Memorandum of Association (‘MOA’) subject to the approval of Shareholders to enable strategic diversification into high-potential sectors such as agritech, dairy, Ayurveda & wellness, climate-tech, carbon credit monetization, digital infrastructure, and rural fintech .

The proposed expansion reflects the Company’s vision to build a tech-enabled, sustainable, and future-ready enterprise that operates at the intersection of agriculture, health, climate, and digital innovation . This will allow the Company to:

• Unlock new revenue verticals by entering fast-growing markets in smart agriculture, value-added dairy, and Ayurveda-based wellness products.

• Deploy frontier technologies such as AI, IoT, satellite imaging, and blockchain to offer hyper-personalized solutions to farmers and rural users.

• Tap into the global carbon credit ecosystem by enabling sustainable agricultural practices and MRV-based certification for monetization.

• Build a seamless farm-to-fork value chain through investment in digital platforms, agri-infra, cold storage, and traceability tools.

• Support digital and financial inclusion through e-commerce, mobile platforms, digital lending, and insurance solutions tailored for the rural economy.

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 their meeting held on 19[th] June, 2025 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.

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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.

Item no. 2

The Board of Directors of the Company, through circular resolution dated 21.05.2025 considered and approved the proposal to shift the Registered Office of the Company from Survey No. 351, Raj Bollaram Village, Medchal Mandal & District, Hyderabad, Telangana, 501401 to SV Chambers, 1st Floor, Plot 193, Kavuri Hills, Phase II, Madhapur, Ranga Reddy District, Hyderabad, Telangana - 500033, which falls under a different district but remains within the same State of Telangana.

The Company’s Corporate Office is currently situated at SV Chambers, 1st Floor, Plot 193, Kavuri Hills, Phase II, Madhapur, Hyderabad, Telangana – 500033 and for the purpose of administrative convenience, operational efficiency, and better coordination, it is proposed to shift the Registered Office to the existing Corporate Office. Post this change, the Corporate Office and the Registered Office will be at the same location.

This consolidation will help streamline communications with stakeholders, regulatory authorities, and other external agencies while also improving internal operations and cost efficiency.

Pursuant to the provisions of Section 12(5) of the Companies Act, 2013, shifting the Registered Office of the Company from one district to another within the same State requires the approval of the members by way of a Special Resolution.

The Board recommends the special resolution set forth at Item No. 2 of the Notice for approval by the Members.

None of the Directors, Key Managerial Personnel (KMP), or their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution.

Item no.3

Mr. Panidapu Lakshmi Naga Srinivasa Rao (DIN: 11154921) was appointed as an Additional Director of the Company, under the category of Independent Director with effect from June 19, 2025, pursuant to the provisions of Sections 149, 150, 152, 160, 161, read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (‘Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014 as well as other Rules made thereunder and pursuant to applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), as amended (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the provisions of the Articles of Association of the Company and based on the recommendation

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of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company.

Further Mr. Panidapu Lakshmi Naga Srinivasa Rao (DIN: 11154921) has confirmed that he is not disqualified to act as a Director in terms of Section 164 of the Act and he is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority and he is in compliance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Given his expertise, knowledge and experience, the Board is of the opinion that it would be in the interest of the Company to avail his services as an Independent Director of the Company.

A copy of letter of appointment of Mr. Panidapu Lakshmi Naga Srinivasa Rao setting out the terms and conditions of appointment shall be available for inspection to the Members on sending a request along with their DP/Client ID or Folio No. from their registered e-mail address to the Company at investors@bartronics.com and can be accessed via www.bartronics.com.

Mr. Panidapu Lakshmi Naga Srinivasa Rao does not hold by himself or together with his relatives two percent or more of the total voting power of the Company.

Further details of Mr. Panidapu Lakshmi Naga Srinivasa Rao, nature of his expertise in specific functional areas, names of companies in which he holds directorships and memberships/ chairpersonships of Board Committees and shareholding etc. as stipulated under the Listing Regulations, are provided as an Annexure to this notice.

Except Mr. Panidapu Lakshmi Naga Srinivasa Rao, none of the other Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested financially or otherwise, in this Resolution.

The Board recommends the special resolution set forth at Item No. 3 of the Notice for approval by the Members.

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

Sd/Diksha Omer

Place: Hyderabad Company Secretary and Compliance officer Date: 19.06.2025 Membership no. ACS64120 Registered office: Survey No. 351, Raj Bollaram Village, Medchal Mandal, R.R District, Telangana – 501 401 CIN: L29309TG1990PLC011721 E-Mail: investors@bartronics.com Website: www.bartronics.com

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ANNEXURE

- Details of Director seeking re appointment/regularization [Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India]

Sr. no.	Particular	Description
**1. **	Name of the Director	Panidapu Lakshmi Naga Srinivasa Rao
**2. **	DIN	11154921
**3. **	**Age **	50
**4. **	Date of first Appointment on the Board of the Company	19.06.2025
**5. **	Relationship with Directors and Key Managerial Personnel	Not related to any Director / Key Managerial Personnel
**6. **	Brief resume	A seasoned professional with 20+ years of experience in engineering, management consulting, investments, and M&A. Founder of TOP2 PTE. LTD., he advises startups on fundraising, investors on deal sourcing, and enterprises on strategic transactions across Southeast Asia. Formerly held leadership roles at Kusto Capital and worked with firms like McKinsey & Co. Holds an MBA from HHL Leipzig and a degree in engineering from AndhraUniversity.
**7. **	Expertise in specific functional area	Merger & Acquisition, business plan & strategies, funding, Investment Plan, Fundraise for Entrepreneurs, Financial Planning
**8. **	Qualification	Holds MBA degree from HHL Leipzig Graduate School of Management and AI for Business Strategy from MIT Sloan School of Management
**9. **	Terms and Conditions of Reappointment	As per the resolution at item No.3 of this Postal Ballot Notice read with explanatory statement thereto, Mr. Panidapu Lakshmi Naga Srinivasa Rao is proposed to be appointed as an Independent Director of the Company for a first term of 5 (five) consecutive years i.e. from 19thJune, 2025 to 18thJune, 2030, not liable to retire byrotation
**10. **	Remuneration last drawn(including	Not Applicable

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	sitting fees, if any)
**11. **	Remuneration proposed to be paid	He shall be paid sitting fee (presently sitting fee is Rs.5, 000/- for each meeting) for attending every meetings of the Board or Committees thereof plus reimbursement of expenses for participating in the Board and other meetings.
**12. **	Number of meetings of the Board attended **during the financial year **	Not Applicable, since he has been appointed as an Additional Director w.e.f. 19thJune,2025
**13. **	Names of Listed Entities from which the Director has resigned in the past three years	NIL
**14. **	Board Membership of other companies as on the date of Notice	TOP2 PTE LTD
**15. **	Committees Membership of other companies as on the date of Notice	NIL
**16. **	Number of equity shares held in the Company as on the date of Notice	NIL
**17. **	In case of Independent directors, justification/ skills and capabilities required for the role and the manner in which the proposed person meets such requirements	Refer this explanatory statement
**18. **	Affirmation that the Director being appointed is not debarred from holding the office of director by virtue of any SEBI order or any other such authority	Mr. Rao is not debarred from holding the office of Director by any SEBI order or any other such authority.

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

Sd/-

Diksha Omer Place: Hyderabad Company Secretary and Compliance officer Date: 19.06.2025 Membership no. ACS64120

Registered office:

Survey No. 351, Raj Bollaram Village, Medchal Mandal, R.R District, Telangana – 501 401 CIN: L29309TG1990PLC011721 E-Mail: investors@bartronics.com Website: www.bartronics.com

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