Bartronics India Ltd. — Proxy Solicitation & Information Statement 2026

Jan 8, 2026

Date: 08[th] January, 2026

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 2015, we hereby enclose the Notice of Postal Ballot dated January 08, 2026 for seeking approval through e-voting for the following resolutions:-

Sr. No.	Particular	Type of resolution
1	Approval of change of name of the Company and consequent alteration in the Memorandum of Association and Articles of Association of the Company.	Special
2	Power to borrow funds under section 180(1)(c) of the Companies Act, 2013 upto INR 250/- crores	Special
3	To Consider and approve the proposal of creation of mortgage/charge on assets of the Company, under Section 180 (1) (a) of the Companies Act, 2013	Special
4	Approve Material Related Party Transaction(s) With Kinex India Private Limited	Special
5	Reclassification of Authorised share capital & consequent amendment to the capital clause in the Memorandum of Association of the Company	Special

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, January 02, 2026.

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 Saturday, January 10, 2026
Conclusion of remote e-voting	5:00p.m.(IST) on Sunday, February 08, 2026

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

This is for your information and Records.

Yours Faithfully, For Bartronics India limited

DIKSHA Digitally signed by DIKSHA OMER OMER Date: 2026.01.08 15:00:32 +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 02[nd] January, 2026 (“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 12[th] December, 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 Saturday, January 10, 2026
End of e-voting:	5:00 p.m. (IST) on Sunday, February 08, 2026

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 10[th] February, 2026 , 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. Approval of change of name of the Company and consequent alteration in the Memorandum of Association and Articles 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 Section(s) 4, 5, 13, 14, 15 and all other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with Rule 29 of the Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force) and any other applicable law(s), regulation(s), rule(s) or guideline(s), the enabling provisions of the Memorandum of Association and the Articles of Association of the Company and Regulation 45 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and subject to the approval of Registrar of Companies (“ROC”) and other regulatory authorities, as may be applicable, consent of the shareholders of the Company be and is hereby accorded to change the name of the Company from “ Bartronics India Limited ” to “ Avio Smart Market Stack Limited ” or any other name approved by the Ministry of Corporate Affairs.

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RESOLVED FURTHER THAT the Name Clause of the Memorandum of Association of the Company shall be altered, upon receipt of the fresh Certificate of Incorporation from the Registrar of Companies, consequent to change of name of the Company.

RESOLVED FURTHER THAT upon receipt of the fresh certificate of incorporation by the Registrar of Companies, consequent upon change of name, the old name “Bartronics India Limited” wherever appearing in the Memorandum of Association and Articles of Association of the Company, and other documents and places be substituted with the new name “Avio Smart Market Stack Limited” or any other name approved by the Ministry of Corporate Affairs, as per the applicable provisions.

RESOLVED FURTHER THAT any Director and Company Secretary of the Company be and are hereby severally authorized to file all the necessary forms and / or returns and make application(s) to the ROC and / or to Central Government, stock exchanges and / or any other statutory authorities, to act, represent and/or appear before any statutory authorities for and on behalf of the Company, to delegate all or any of the aforesaid powers in favor of any person(s) / official(s) etc., to settle any question, doubt or difficulty which may arise in this regard and to do all such acts, deeds, matters and things as may be considered necessary, expedient, usual or proper to give effect to this Resolution.”

2. Power to borrow funds under section 180(1)(c) of the Companies Act, 2013 upto INR 250/- crores.

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 180(1)(c) and any other applicable provisions of the Companies Act, 2013 (“Act”) read with applicable rules framed thereunder (including any statutory amendment, modification or re-enactment thereof, for the time in force), applicable regulations framed by Securities Exchange Board of India, enabling provisions of the Memorandum and Articles of Association of the Company and such other applicable laws and regulations and subject to the permissions, approvals, consents and sanctions as may be necessary to be obtained from appropriate authorities, to the extent applicable and wherever necessary, consent of the Members be and is hereby accorded to empower Board of Directors (hereinafter referred to as ‘the Board’ which term shall be deemed to include any committee thereof ) to borrow any sum or sums of monies, from time to time, in any form upon such terms and conditions as to interest, repayment, or otherwise and with or without security, as the Board may think fit for the purposes of the Company’s business ,which together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of the paid-up share capital of the Company and its free reserves, provided however, the total amount so borrowed (apart from the temporary loans obtained from the Company’s bankers in the ordinary course of business) shall not exceed at any point in time a sum equivalent to INR 250/- crores (Indian Rupees Two Hundred and Fifty Crores Only).”

“RESOLVED FURTHER THAT the Board be and is hereby authorized and empowered to arrange or settle the terms and conditions on which all such monies are to be borrowed from time to time as to interest, repayment, security or otherwise howsoever as it may think fit and to do all such acts, deeds and things, to execute all such documents, instruments and writings as may be required.”

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3. To Consider and approve the proposal of creation of mortgage/charge on assets of the Company, under Section 180 (1) (a) of the Companies Act, 2013.

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

“RESOLVED FURTHER THAT pursuant to provisions of the section 180(1)(a) and all other applicable provisions of the Companies Act, 2013 and Rules thereunder and as per other applicable laws (including any amendment thereto or re-enactment thereof), the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company to create mortgage, hypothecation and /or create charge on all or any of the movable or immovable properties or such other assets of the Company, wherever situated, both present and future, and on whole or part of the one or more undertakings of the Company of any nature and kind whatsoever in favour of banks, financial institutions or any other lender whether Indian or International (hereinafter referred as "Lenders") to secure the amount borrowed, to be borrowed by the Company from such "Lenders" from time to time for the due repayment of the principal monies together with the interest thereon at the respective agreed rate(s) or any other charges in respect of such borrowings and such security to rank in such manner as may be agreed to between the concerned lender(s) and Board of Directors of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to finalise, settle and execute such documents /deeds /writings /papers /agreements as may be required and to do all such acts, deeds, matters and things, as it may in its absolute discretion deem necessary, proper or desirable and to settle any question, difficulty or doubt that may arise in regard to creating mortgages/charges as aforesaid.”

4. Approve Material Related Party Transaction(s) With Kinex India Private Limited

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

“RESOLVED THAT pursuant to the provisions of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the “Listing Regulations”) (including any statutory modification(s) or re- enactment(s) notified thereunder) and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with relevant applicable rules, if any, Company’s policy on Related Party transaction(s), enabling provisions of the Memorandum and Articles of Association of the Company and such other applicable laws and regulations and subject to the permissions, approvals, consents and sanctions as may be necessary to be obtained from appropriate authorities, to the extent applicable and wherever necessary, consent of the Members be and is hereby accorded to borrow money upto an aggregate amount not exceeding INR100/- Crores (Indian Rupees One Hundred Crores only), subject to overall borrowing limits as duly approved by the Members of the Company time-totime under Section 180 (1)(c) of Act, from Kinex India Private Limited , identified as related party in terms of the Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, as amended, in one or more tranches on mutually agreed terms and conditions fixed on an arm’s length basis.

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RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as ‘the Board’ which term shall be deemed to include any committee thereof ) be and is hereby severally authorized to do and perform all such acts, deeds, matters and things, as may be necessary, including finalizing the terms and conditions, methods and modes in respect thereof, and to take all such steps and do all such acts, deeds and things as may be considered necessary, expedient, usual, proper or incidental in relation to the said matter and take such actions and give such directions as they may consider as necessary or desirable to give effect to this Resolution and to settle any question that may arise in this regard and incidental thereto.

5. Reclassification of Authorised share capital & consequent amendment to the capital clause in 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 13, 61, 64 and all other applicable provisions, if any, of the Companies Act, 2013 (along with any rules thereunder, including any statutory modification(s) or re-enactment thereof for time being in force and as may be enacted from time to time) applicable regulations framed by Securities Exchange Board of India, enabling provisions of the Memorandum and Articles of Association of the Company and such other applicable laws and regulations and subject to the permissions, approvals, consents and sanctions as may be necessary to be obtained from appropriate authorities, to the extent applicable and wherever necessary, consent of the Members be and is hereby accorded to empower Board of Directors (hereinafter referred to as ‘the Board’ which term shall be deemed to include any committee thereof ) to reclassify the existing authorized share capital of the Company being INR 110,00,00,000/- (Indian Rupees One Hundred and Ten Crores Only) consisting of 110,00,00,000 (One Hundred and Ten Crores) shares of INR 1/- (Indian Rupees One Only) each to 100,00,00,000 (One Hundred Crores) equity shares of INR 1/- (Indian Rupees One Only) and 1,00,00,000 (One Crore) Compulsorily Convertible Preference Shares of INR 10/- (Indian Rupees Ten Only) each.”

“RESOLVED FURTHER THAT the Memorandum of Association of the Company be and is hereby altered by substituting the existing Clause V thereof by the following new Clause V as under:

“V. That the Authorized Capital of the Company is INR 110,00,00,000/- (Indian Rupees One Hundred and Ten Crores Only) consisting of 100,00,00,000 (One Hundred Crores) equity shares of INR 1/- (Indian Rupees One Only) and 1,00,00,000 (One Crore) Compulsorily Convertible Preference Shares of INR 10/- (Indian Rupees Ten Only) each.”

with a power to increase or reduce the capital of the Company or to divide the shares in the capital for the time being into several classes and to attach thereto respectively such preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may be for the time being, be provided by the Articles of Association of the Company.

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“RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may deem fit in its absolute discretion, to delegate all or any of its powers conferred under this resolution to any Director or Key Managerial Personnel or any officer / executive of the Company and to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard and all action(s) taken by the Company in connection with any matter referred to or contemplated in this resolution, be and are hereby approved.”

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

Sd/Diksha Omer Place: Hyderabad Company Secretary and Compliance officer Date: 08[th] January, 2026 Membership no. A64120

Registered office:

Trendz Atria House No. 3-196/NR, 4th Floor, Survey No.48 part, Kavuri Hills, Madhapur, Hyderabad, Telangana –500081 CIN: L62099TG1990PLC011721 E-Mail: investors@bartronics.com 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 02[nd] January, 2026 (“ 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 e-voting 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 02[nd] January, 2026 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 Saturday, 10[th] January, 2026 at 9.00 a.m. (IST) till Sunday, 08[th] February, 2026 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. Relevant documents related to the item mentioned in the 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.08[th] February, 2026.

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INSTRUCTIONS FOR VOTING:

The remote e-voting period begins on Saturday, 10[th] January, 2026 at 09:00 A.M . and ends on Sunday, 08[th] February, 2026 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 . 02[nd] January, 2026 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 02[nd] January, 2026

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

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

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

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

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin .jsp.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. 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. 2. 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

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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.
3. 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
4. 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 or
e-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.
5. Shareholders/Members can also download NSDL Mobile App
“NSDL Speede” facility by scanning the QR code mentioned
below for seamless voting experience.

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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.

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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.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 onwww.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.

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.

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

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at022 - 48867000
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. 1700 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.

1. Your User ID details are given below :

	Manner of holding shares i.e. Demat	Your User ID is:
	**(NSDLor CDSL) or Physical **
	a) For Members who hold shares in demat	8 Character DP ID followed by 8 Digit
	account with NSDL.	Client ID
		For example if your DP ID is IN300***
		and Client ID is 12** then your user
		ID is IN30012***.
	b) For Members who hold shares in	16 Digit Beneficiary ID
	demat account with CDSL.	For example if your Beneficiary ID is
		12** then your user ID is
		12**

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c) For Members holding shares in EVEN Number followed by Folio Number Physical Form. 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.

3. 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.

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

5. 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.

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

7. 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.

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

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

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

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

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Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

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

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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.

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 OF THE COMPANIES ACT, 2013

Item no.1

Bartronics India Limited (“the Company”), originally incorporated on 10th September 1990 as Super Bartronics Private Limited , subsequently converted into a public limited company and renamed Bartronics India Limited w.e.f. 1st January 1996, has established itself as one of India’s oldest and leading providers of Automatic Identification and Data Capture (“AIDC”) solutions. The Company’s business historically focused on bar coding technologies and related solutions which enable real-time visibility, control and automated data capture across inventory management, logistics, time and attendance, and asset tracking systems. Over the years, the Company expanded its product and service portfolio into complementary technologies including Smart Cards, RFID, Biometrics, POS, EAS and other identification systems, reinforcing its position as a diversified AIDC solution provider in the domestic and international markets.

Pursuant to the corporate insolvency resolution process under the Insolvency and Bankruptcy Code, 2016, the resolution plan of the Company was approved by the Hon’ble National Company Law Tribunal (“NCLT”), and the Company was consequently acquired by the new management. Under the new management, the Company continues to build on its core strengths in AIDC technologies and is actively exploring strategic initiatives to expand and diversify its business operations, including but not limited to technology-driven solutions and value-added services, while continuing to serve existing markets and clients.

In order to align the Company’s name with its business profile, brand identity, and long-term strategic direction, it is proposed to change the name of the Company. The proposed change of name is purely for alignment of the Company’s corporate identity with its business profile and does not entail any change in the Company’s legal status, management, ownership, control, objects, or business activities, as set out in its Memorandum of Association. The change will not have any impact on the rights of the shareholders, creditors, or other stakeholders, and the Company shall continue to carry on its existing business and operations in the ordinary course, in compliance with applicable laws and regulatory requirements.

The Board of Directors on December 12, 2025 has approved the change in the name of the Company “Bartronics India Limited” to “Avio Smart Market Stack Limited” and the consequent alterations to the Memorandum of Association and the Articles of Association of the Company, subject to the approval of the shareholders of the Company by way of special resolution and approvals of requisite statutory, regulatory or governmental authorities, as may be required under applicable laws.

The members may further note that there is no proposal to change the objects of the Company. The proposed change in the name of the Company would not result in change of the legal status, constitution, turnover, operations or activities of the Company, nor would it affect any rights or obligations of the Company or the members and stakeholders.

The Company has complied with Regulation 45 of the Listing Regulations, to the extent they are applicable, and has also obtained a certificate from a Practicing Chartered Accountant in respect of the same, copy of which is annexed herewith as Annexure A .

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The Board of Directors recommends the Special Resolution as set out in Item No. 1 of the accompanying Notice for the approval of the members.

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

Item no.2 & 3

Considering the business plan, future business prospects and to meet working capital requirement, the Company may require funds to support from various people such as banks, financial institutions or any other person including related parties.

Keeping in view the above requirement, the Board of Directors at their meeting held on December 12, 2025 has given their approval and recommended the same to shareholders to give power to Board to borrow fund upto INR 250/-crores as required u/s 180(1)(c) of the Companies Act, 2013 and rules made there under, for smooth functioning of the Company.

It is further informed that the provisions of Section 180(1)(c) of the Companies Act, 2013 (“Act”) imposes restrictions on the borrowing powers of the Board to the extent of aggregate amount of paid-up capital, free reserves & security premium however, amount in excess of said limits can be borrowed after obtaining prior approval of shareholders of the Company by way of special resolution.

As such, it become necessary to obtain fresh approval of the Members by means of Special Resolution as envisaged under section 180(1)(c) and Section 180(1)(a) of the Companies Act 2013, to enable the Board of Directors of the Company to: a) borrow moneys, apart from temporary loans obtained from the Company's Bankers in the ordinary course of business, in excess of the aggregate of paid-up share capital and free reserves of the Company; and b) create charge/ mortgage/ hypothecation on the Company's assets, both present and future, in favour of the Banks/Financial Institutions or other lending agencies

It is therefore, necessary for the shareholders to pass Special Resolutions under Section 180(1)(c) and Section 180(1)(a) of the Act, as set out at Item No. 2 & 3 of the Notice, to enable the Board of Directors to borrow money upto INR 250/- Crores (Indian Rupees Two Hundred Fifty Crores Only).

The Board of Directors recommends the Special Resolutions as set out in Item No. 2 & 3of the accompanying Notice for the approval of the members.

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

Item no.4

Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”) mandates that all material related party transactions and subsequent material modifications, as defined by the Audit Committee under Regulation 23(2), require prior approval of the shareholders through an ordinary resolution. Further, no related party is permitted to vote on such resolutions.

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A transaction with a related party is considered material if the transaction(s), individually or taken together with previous transactions during a financial year, exceed ₹1,000 crores or 10% of the annual consolidated turnover of the listed entity, whichever is lower.

Considering the current and future business requirements of the Company, it is proposed to borrow money up to an aggregate amount not exceeding ₹100 Crores (Rupees One Hundred Crores only) from Kinex India Private Limited, the Promoter of the Company, in one or more tranches, on mutually agreed terms and conditions. The proposed borrowing shall remain within the borrowing limits approved by the Members under Section 180(1)(c) of the Companies Act, 2013.

Accordingly, in terms of Regulation 23 of the SEBI Listing Regulations and the Company’s Related Party Transactions Policy, the proposed borrowing requires prior approval of the Members by way of an Ordinary Resolution.

The Audit Committee and the Board of Directors, based on the details placed before them, at their respective meetings held on December 12, 2025, have reviewed and approved the transaction while noting that the transaction will be undertaken on an arm’s length basis, in the ordinary course of business, and in accordance with the Company’s Related Party Transactions Policy..

Details of the proposed transactions with Kinex India Private Limited, including the Information pursuant to the SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021, are as follows:

**Sr.no **	**Particular **	Details
**1. **	Name of the relatedparty	Kinex India Private Limited
**2. **	Name of the Director or KMPwho is related	None
**3. **	Nature of relationship to qualify as related party	Promoter Kinex India Private Limited holds 69.37% paid-up capital of Bartronics India Limited.
**4. **	Type, nature, material terms, monetary value and particulars of the contract or arrangements	Type:Unsecured inter-corporate loan Value and total limit of the proposed transaction: Upto INR 100 Crores (Indian Rupees One Hundred Crores only) in one or more tranches, subject to overall borrowing limit as duly approved by the Members of the Company. Purpose:For meeting business / working capital requirements of the Company Terms:To be mutually agreed at the time of each tranche, subject to arm’s lengthparameters.
**5. **	a. The percentage of the listed entity’s annual consolidated turnover,for the immediately	250% of annual consolidated turnover of the Companyfor FY2024-25.

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	preceding financial year, that is represented by the value of the proposed transaction. b. For a RPT involving a subsidiary, such percentage calculated on the basis of the subsidiary’s annual turnover on a standalone basis shall be additionally provided)	Not Applicable
**6. **	Justification for why the proposed transaction is in the interest of the listed entity	The proposed borrowing will support operational liquidity, strengthen working capital, and enable the Company to fund ongoing and future business activities efficiently.
**7. **	Where the transaction relates to any loans, inter-corporate deposits, advances or investments made or given by the listed entity or its subsidiary, the following details are required: i)details of the source of funds in connection with the proposed transaction; ii)where any financial indebtedness is incurred to make or give loans, inter-corporate deposits, advances or investments, • nature of indebtedness; • cost of funds; and • tenure; iii)applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and iv)the purpose for which the funds will be utilised by the ultimate beneficiary of such fundspursuant to the RPT	Source of funds: owned fund of Kinex India Private Limited. Not Applicable Applicable terms:Unsecured; tenure, covenants and interest rate to be mutually agreed; repayment schedule to be defined at each tranche; no security as loan is unsecured. Purpose for utilisation:To meet business and working capital requirements of Bartronics India Limited.
**8. **	Any other information that may be relevant	There are no outstanding dues or defaults by the Company towards Kinex India Private Limited. The borrowing will strengthen liquidity and support business continuity. The transaction does not adversely affect the interests of minority shareholders. All future drawdowns will be placed before the Audit Committee/Board for noting as per SEBI Listing Regulations and the RPT Policy.

Being a related party transaction, all the related parties of the Company shall not vote on this resolution irrespective of the fact that such related party is a party or has interest in the said transaction.

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Item no.5

The present Authorised Share Capital of the Company is INR 110,00,00,000/- (Indian Rupees One Hundred and Ten Crores Only) divided into 110,00,00,000 (One Hundred and Ten Crores) Equity Shares of INR 1/- (Indian Rupee One Only) each.

In order to provide flexibility to the Company to raise funds and to meet future financial and strategic requirements, including issuance of preference shares for investment, funding, restructuring or any other corporate purpose, the Board of Directors of the Company, at its meeting held on 08[th] January, 2026, considered and approved a proposal to reclassify the existing Authorised Share Capital of the Company, without any change in the overall authorised capital.

Pursuant to the proposed reclassification, the Authorised Share Capital of the Company will continue to remain at INR 110,00,00,000/-, but shall be reclassified into 100,00,00,000 (One Hundred Crores) Equity Shares of INR 1/- each and 1,00,00,000 (One Crores) Compulsorily Convertible Preference Shares of INR 10/- (Indian Rupees Ten Only) each, as set out in the resolution.

In accordance with the provisions of Sections 13 and 61 of the Companies Act, 2013 read with the applicable rules made thereunder, alteration of the capital clause of the Memorandum of Association of the Company requires the approval of the Members. Accordingly, the resolution seeks the consent of the Members to alter Clause V of the Memorandum of Association to give effect to the proposed reclassification.

The proposed reclassification does not involve any increase in the authorised share capital of the Company and does not affect the issued, subscribed or paid-up share capital of the Company.

The Directors recommend the resolution at Item No.5 of the accompanying Notice, for the approval of the Members of the Company by way of Special Resolution.

None of the Directors or Key Managerial persons 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: 08[th] January, 2026 Membership no. A64120

Registered office:

Trendz Atria House No. 3-196/NR, 4th Floor, Survey No.48 part, Kavuri Hills, Madhapur, Hyderabad, Telangana –500081 CIN: L62099TG1990PLC011721 E-Mail: investors@bartronics.com Website: www.bartronics.com

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Annexure-A

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