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Bartronics India Ltd. Proxy Solicitation & Information Statement 2026

May 27, 2026

64057_rns_2026-05-27_18a2ff5c-519e-4a58-b000-15a0c7ef8992.pdf

Proxy Solicitation & Information Statement

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ASMS

Date: 27th May, 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,

Subject: 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 May 27, 2026 for seeking approval through e-voting for the following resolutions:-

Sr. No. Particular Type of resolution
1. Re-appointment of Mr. Krishna Kishore Madicharla (DIN: 07582428) as an Independent Director 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, May 22, 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 Thursday, May 28, 2026
Conclusion of remote e-voting 5:00 p.m. (IST) on Friday, June 26, 2026

AVIO SMART MARKET STACK LIMITED

(Formerly known as Bartronics India Limited)

Registered Office : Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village, Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana -500081

Tel : 040 49269269 CIN: L62099TG1990PLC011721, Email : [email protected] www.bartronics.com


ASMS

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 Avio Smart Market Stack Limited

(formerly known as Bartronics India Limited)

DIKSHA
Digitally signed by
DIKSHA OMER
Date: 2026.05.27
12:30:44 +05'30'

OMER
Diksha Omer
Company Secretary

AVIO SMART MARKET STACK LIMITED
(Formerly known as Bartronics India Limited)

Registered Office : Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village, Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana -500081
Tel : 040 49269269 CIN: L62099TG1990PLC011721, Email : [email protected] www.bartronics.com


ASMS

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 Avio Smart Market Stack Limited (Formerly known as 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 22nd May, 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.

AVIO SMART MARKET STACK LIMITED
(Formerly known as Bartronics India Limited)

Registered Office : Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village, Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana -500081
Tel : 040 49269269 CIN: L62099TG1990PLC011721, Email : [email protected] www.bartronics.com


ASMS

The Board of Directors in its meeting held on 27th May, 2026, 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.

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 Thursday, May 28, 2026
End of e-voting: 5:00 p.m. (IST) on Friday, June 26, 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 29th June, 2026, and will be displayed on the Company’s website at www.aviostack.in 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.

AVIO SMART MARKET STACK LIMITED

(Formerly known as Bartronics India Limited)

Registered Office : Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village, Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana -500081

Tel : 040 49269269 CIN: L62099TG1990PLC011721, Email : [email protected] www.bartronics.com


ASMS

SPECIAL BUSINESS

  1. Re-appointment of Mr. Krishna Kishore Madicharla (DIN: 07582428) as an 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 and other applicable provisions, if any, of the Companies Act, 2013, and the Companies (Appointment & Qualification of Directors) Rules, 2014, read with Schedule IV to the said Act, and Regulation 17, 25 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, as amended from time to time, and based on the recommendation of the Nomination and Remuneration Committee and Board of Directors of the Company, Mr. Krishna Kishore Madicharla (DIN: 07582428) whose initial term as an Independent Director of the Company expires on March 27, 2026, who has submitted a declaration that he meets the criteria prescribed for Independent Directors under Section 149(6) of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and who is eligible to be re-appointed as an Independent Director of the Company, be and is hereby re-appointed as an Independent Director of the Company (whose directorship is not liable to retirement by rotation), to hold office for a second term of five consecutive years, with effect from March 28, 2026 to March 27, 2031 (both days inclusive).

RESOLVED FURTHER THAT the Board of Directors / Key Managerial Personnel of the Company be and are hereby authorised to do all such acts, deeds and things and execute all such documents, instruments, and writings as may be required to give effect to the aforesaid resolution.

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and are hereby authorised to issue a certified true copy of the aforesaid resolution wherever necessary.

By and on behalf of the Board of Directors
Avio Smart Market Stack Limited
(Formerly known as Bartronics India Limited)

Sd/-
Diksha Omer
Company Secretary and Compliance officer
Membership no. ACS64120

Place: Hyderabad
Date: 27th May, 2026

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: [email protected]
Website: www.aviostack.in

AVIO SMART MARKET STACK LIMITED
(Formerly known as Bartronics India Limited)

Registered Office: Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village,
Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana -500081
Tel: 040 49269269 CIN: L62099TG1990PLC011721, Email: [email protected] www.bartronics.com


ASMS

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 22nd May, 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 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 22nd May, 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 Thursday, 28th May, 2026 at 9.00 a.m. (IST) till Friday, 26th June, 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.aviostack.in 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 [email protected] mentioning his / her / its folio number / DP ID and Client ID.

AVIO SMART MARKET STACK LIMITED

(Formerly known as Bartronics India Limited)

Registered Office: Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village, Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana -500081

Tel: 040 49269269 CIN: L62099TG1990PLC011721, Email: [email protected] www.bartronics.com


ASMS

  1. The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting i.e. 26th June, 2026.

INSTRUCTIONS FOR VOTING:

The remote e-voting period begins on Thursday, 28th May, 2026 at 09:00 A.M. and ends on Friday, 26th June, 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. 22nd May, 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 22nd May, 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. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and 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.
AVIO SMART MARKET STACK LIMITEDS e-Services, option to

(Formerly known as Bartronics India Limited)

Registered Office: Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village, Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana -500081

Tel: 040 49269269 CIN: L62099TG1990PLC011721, Email: [email protected] www.bartronics.com


ASMS

register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

  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. 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. 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.

  2. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

NSDL Mobile App is available on

App Store
Google Play

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

AVID SMART MARKET STAGE LIMITED
(Formerly known as Bartronics India Limited)

Registered Office : Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village, Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana -500081

Tel : 040 49269269 CIN: L62099TG1990PLC011721, Email : [email protected] www.bartronics.com


ASMS

| | page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. |
| --- | --- |
| Individual Shareholders (holding securities in demat mode) login through their depository participants | You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |

  1. Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.
  2. Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

AVIO SMART MARKET STACK LIMITED

(Formerly known as Bartronics India Limited)

Registered Office : Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village, Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana -500081

Tel : 040 49269269 CIN: L62099TG1990PLC011721, Email : [email protected] www.bartronics.com


ASMS

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 at [email protected] or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 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 (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***

(Formerly known as Bartronics India Limited)

Registered Office : Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village, Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana -500081

Tel : 040 49269269 CIN: L62099TG1990PLC011721, Email : [email protected] www.bartronics.com


ASMS

  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.

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 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:

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.

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

c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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

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

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

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

AVIO SMART MARKET STACK LIMITED

(Formerly known as Bartronics India Limited)

Registered Office : Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village, Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana -500081

Tel : 040 49269269 CIN: L62099TG1990PLC011721, Email : [email protected] www.bartronics.com


ASMS

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

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

  1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.
  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
  3. Now you are ready for e-Voting as the Voting page opens.
  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
  5. Upon confirmation, the message “Vote cast successfully” will be displayed.
  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / [email protected] 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!

(Formerly known as Bartronics India Limited)

Registered Office : Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village, Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana -500081 Tel : 040 49269269 CIN: L62099TG1990PLC011721, Email : [email protected] www.bartronics.com


ASMS

  1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected].

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

  3. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

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

AVIO SMART MARKET STACK LIMITED

(Formerly known as Bartronics India Limited)

Registered Office : Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village, Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana -500081

Tel : 040 49269269 CIN: L62099TG1990PLC011721, Email : [email protected] www.bartronics.com


ASMS

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

Item no.1

The Board of Directors of the Company had appointed Mr. Krishna Kishore Madicharla (DIN: 07582428) as an Independent Director on the Board of Directors for a period of 3 years with effect from 28th March, 2023 till 27th March, 2026 which was approved by the shareholders on 23 June 2023. The First term of Mr. Krishna Kishore Madicharla (i.e. 3 years) as an Independent Director of the Company was expire on March 27, 2026. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company reappointed Mr. Krishna Kishore Madicharla for a second consecutive term for a period of 5 (five) years i.e. from March 28, 2026 to March 27, 2031 under the provisions of the Companies Act, 2013.

In accordance with the provisions of Section 149(10) of the Act and Regulation 25(2A) of SEBI Listing Regulations, re-appointment of Independent Director will be subject to the approval of Members by way of a special resolution.

The Board, considers that, given Mr. Krishna Kishore Madicharla professional background, experience and contributions made by him during his tenure, the continued association of Mr. Krishna Kishore Madicharla would be beneficial to the Company and it is desirable to continue to avail his services as an Independent Director. Accordingly, it is proposed to re-appoint Mr. Krishna Kishore Madicharla as an Independent Director of the Company, not liable to retire by rotation, for a second term of 5 (five) consecutive years on the Board of the Company, on the basis of recommendation of NRC.

Mr. Krishna Kishore Madicharla is not disqualified from being appointed as a director in terms of Section 164 of the Companies Act, 2013 ("the Act"). He has confirmed that he is not debarred from holding the office of director by virtue of any order from SEBI or any such authority and has given his consent to act as Director of the Company.

The Company has also received declaration from Mr. Krishna Kishore Madicharla that he meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, Mr. Krishna Kishore Madicharla fulfils the conditions for reappointment as an Independent Director as specified in the Act and the SEBI Listing Regulations and is independent of Management.

Brief profile and other requisite details including Directorships and Committee positions of Mr. Krishna Kishore Madicharla is as below :

None of the Directors or Key Managerial Personnel or their relatives, except Mr. Krishna Kishore Madicharla is directly or indirectly concerned or interested, financially or otherwise, in the special resolution set out in item 1 of the notice.

AVIO SMART MARKET STACK LIMITED

(Formerly known as Bartronics India Limited)

Registered Office : Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village, Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana -500081

Tel : 040 49269269 CIN: L62099TG1990PLC011721, Email : [email protected] www.bartronics.com


ASMS

The Board of Directors based on the recommendation of NRC considers the re-appointment of Mr. Krishna Kishore Madicharla as an Independent Director in the interest of the Company and recommends the special resolution set out at Item No. 1 of the Notice for approval by members.

By and on behalf of the Board of Directors
Avio Smart Market Stack Limited
(Formerly known as Bartronics India Limited)

Sd/-
Diksha Omer
Company Secretary and Compliance officer
Membership no. ACS64120

Place: Hyderabad
Date: 27th May, 2026

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: [email protected]
Website: www.aviostack.in

AVIO SMART MARKET STACK LIMITED
(Formerly known as Bartronics India Limited)

Registered Office: Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village,
Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana -500081
Tel: 040 49269269 CIN: L62099TG1990PLC011721, Email: [email protected] www.bartronics.com


ASMS

Details of Directors seeking re-appointment [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]

Particulars Details
Name of Director Mr. Krishna Kishore Madicharla
Director Identification Number (DIN) 07582428
Date of Birth / Age July 16, 1986 / 37 Years
Nationality Indian
Date of First Appointment on the Board March 28, 2023
Qualifications MBA
Brief Resume and Expertise in Specific Functional Areas Mr. Krishna Kishore Madicharla is an experienced professional with expertise in operations and business management. He has significant experience in strategic planning, operational management and corporate administration and contributes effectively towards the strategic decision-making process of the Company.
Terms and Conditions of Appointment / Re-appointment Re-appointment as a Non-Executive Independent Director pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. He shall not be liable to retire by rotation.
Directorships held in other Companies 1. BIL Healthtech Private Limited 2. Brand Reach Private Limited 3. BIL Agritech Private Limited 4. Digireach Media Private Limited
Listed entities from which the person has resigned in the past three years Nil
Membership / Chairmanship of Committees of other Boards Nil
Chairmanship / Membership of Committees in Bartronics India Limited Chairman – Audit Committee, Member – Nomination and Remuneration Committee, Member – Stakeholders Relationship Committee and Member – Risk Management Committee
Number of shares held in the Company Nil
Inter-se relationship between Directors / Key Managerial Personnel Mr. Krishna Kishore Madicharla is not related to any Director or Key Managerial Personnel of the Company.
Remuneration last drawn Sitting Fees as approved by the Board
Remuneration proposed to be paid Nil
Number of Board Meetings attended during the financial year Ten

AVIO SMART MARKET STACK LIMITED

(Formerly known as Bartronics India Limited)

Registered Office : Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village, Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana -500081

Tel : 040 49269269 CIN: L62099TG1990PLC011721, Email : [email protected] www.bartronics.com


ASMS

Skills and capabilities required for the role and the manner in which the proposed person meets such requirements The Board is of the opinion that Mr. Krishna Kishore Madicharla possesses the requisite skills, integrity, knowledge and experience in operations, management and governance matters required for the role of an Independent Director.
Declaration of Independence The Company has received a declaration from Mr. Krishna Kishore Madicharla confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.

AVIO SMART MARKET STACK LIMITED

(Formerly known as Bartronics India Limited)

Registered Office : Trendz Atria House No. 3-196/NR, Plot No.196, 4th Floor, Survey No.48 part, Guttala Begumpet Village, Kavuri Hills, Madhapur, Serilingampally Mandal, Ranga Reddy District, Hyderabad, Telangana -500081

Tel : 040 49269269 CIN: L62099TG1990PLC011721, Email : [email protected] www.bartronics.com