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Cambridge Technology Enterprises Ltd. AGM Information 2025

Aug 22, 2025

61851_rns_2025-08-22_1610cb76-978f-4bd2-a604-7e8b5e67cc1a.pdf

AGM Information

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August 22, 2025

To, To, Corporate Relationship Department, The Listing Department, BSE Limited National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No/C/1, G Block Dalal Street, Bandra Kurla Complex, Bandra (East), Mumbai – 400 001 Mumbai – 400 051

Dear Sir/ Madam,

Sub: Notice of 26[th] Annual General Meeting (AGM) Ref: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

We wish to inform you that the 26[th] Annual General Meeting (AGM) of the Company is scheduled to be held on Monday 15, September 15, 2025 at 03:00 PM IST through Video Conference (“VC”) or Other Audio Visual Means (“OAVM) in compliance with applicable provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with General Circular Nos. 20/2020 dated May 05, 2020, 17/2020 dated April 13, 2020, 14/2020 dated April 08, 2020, 02/2021 dated January 13, 2021, Circular No. 02/2022 dated May 05, 2022 , 10/2022 dated December 28, 2022, General Circular Nos. 09/2023 dated September 25, 2023 and General Circular No. 09/2024 dated September 19, 2024 (collectively referred to as “MCA Circulars”) and SEBI vide its Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 3, 2024 read with the circulars issued earlier on the subject (“SEBI Circulars”) without the physical presence of the Members at a common venue.

In this regards, we enclose herewith a copy of Notice of 26[th] Annual General Meeting. The said notice inter-alia contains the agenda proposed to be taken up, resolutions to be passed, manner of approval proposed, etc. The same will be available on the website of the Company at https://resources.ctepl.com/pdfs/investors/Annual_Report_2025.pdf.

The following are the details as required under Listing Regulations:

  • Date of notice : August 18, 2025

  • Brief details viz agenda proposed to be taken up and resolution to be passed:

– Ordinary Business Ordinary Resolutions

1 To receive, consider and adopt the audited financial statements (including the consolidated financial statements) of the Company for the financial year ended March 31, 2025 and the reports of the Board of Directors and auditors thereon. 2 To appoint a Director in place of Mr. Stefan Hetges, Director (DIN:03339784) who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

Registered & Corporate Office:

Cambridge Technology Enterprises Limited Capital Park, 4[th] Floor, Unit No. 403B & 404, Plot No. 1-98/4/1-13, 28 & 29, Survey No.72, Image Gardens Road, Madhapur, Hyderabad - 500 081, Telangana, India. Tel:+91-40-6723-4400 Fax:+91-40-6723-4800 Email id: [email protected] CIN: L72200TG1999PLC030997

Bengaluru Mumbai Chennai 91 Springboard Business Hub Pvt Ltd, 4th Level 4, A Wing, Dynasty Business AMARA SRI, situated at old No: Floor, #175 & #176, Dollars Colony, Phase 4, Park Andheri Kurla Road, Andheri 313, New No: 455, Block No: 75, JP Nagar, Bannerghatta Main Road, (E) Mumbai - 400 059, 7th floor, Anna Salai Teynampet, Bengaluru - 560 076, Karnataka, India. Maharashtra, India. Chennai 600018, Tamilnadu, Tel: +91-80-4633-4400 Tel:+91-22-6786-9410 India Fax:+91-80-4299-5779 Fax:+91-22-6786-9199 Tel: +91-40-6723-4400 Fax:+91-40-6723-4800

www.ctepl.com

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– Special Business Ordinary Resolutions

3 Regularization of Mr. Raj Kumar Sehgal (DIN: 01570858) as Non-Executive Non-
Independent Director of the Company.
4 Appointment of Mr. Kashinath Sahu from M/s. Kashinath Sahu & Co., Practicing Company
Secretaries as Secretarial Auditors and fix their remuneration

– Special Business Special Resolutions

5 Approval under Section 180(1)(c) of the Companies Act, 2013 to authorize the Board to
borrow funds exceeding the limits.
6 Approval under Section 180(1)(a) of the Companies Act, 2013 to authorize the Board to
create security on the properties of the Company.

Please refer AGM Notice for details on resolutions to be passed.

Manner of approval proposed: Item 1 to 4 - Ordinary Resolution(s); Item 5 & 6 – Special Resolution.

The business as set out in the Notice may be transacted through electronic means. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as venue e-voting on the date of the AGM will be provided by NSDL.

The remote e-voting period begins on Thursday, September 11, 2025 at 09:00 A.M. and ends on Sunday, September 14, 2025 at 05:00 P.M. During this period shareholders’ of the Company, may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

Members will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e- Voting system. Those Members, who will be present in the AGM through VC / OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the AGM.

 Other details : Please refer AGM notice for other details.

The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of September 08, 2025 . The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. September 08, 2025, may cast their vote electronically.

Registered & Corporate Office:

Cambridge Technology Enterprises Limited Capital Park, 4[th] Floor, Unit No. 403B & 404, Plot No. 1-98/4/1-13, 28 & 29, Survey No.72, Image Gardens Road, Madhapur, Hyderabad - 500 081, Telangana, India. Tel:+91-40-6723-4400 Fax:+91-40-6723-4800 Email id: [email protected] CIN: L72200TG1999PLC030997

Bengaluru Mumbai Chennai 91 Springboard Business Hub Pvt Ltd, 4th Level 4, A Wing, Dynasty Business AMARA SRI, situated at old No: Floor, #175 & #176, Dollars Colony, Phase 4, Park Andheri Kurla Road, Andheri 313, New No: 455, Block No: 75, JP Nagar, Bannerghatta Main Road, (E) Mumbai - 400 059, 7th floor, Anna Salai Teynampet, Bengaluru - 560 076, Karnataka, India. Maharashtra, India. Chennai 600018, Tamilnadu, Tel: +91-80-4633-4400 Tel:+91-22-6786-9410 India Fax:+91-80-4299-5779 Fax:+91-22-6786-9199 Tel: +91-40-6723-4400 Fax:+91-40-6723-4800

www.ctepl.com

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Detailed procedure for Remote E-voting / E-voting at AGM / for attending AGM through VC or OAVM is provided in the Notice of the 26[th ] Annual General Meeting.

Further, as informed earlier vide our letter dated August 18, 2025, the Register of Members and Share Transfer Books of the company will remain closed from Tuesday, September 09, 2025 to Monday, September 15, 2025 (both days inclusive) for the purpose of Annual General Meeting of the Company.

We request you to take the above information on record.

Thanking you

For Cambridge Technology Enterprises Limited

Digitally signed by PRIYANKA CHUGH DN: c=IN, o=Personal, PRIYANK 2.5.4.20=239244336f8c1f0d28b674f2c2acb2bd7ab6d49f517d0580449e085df9 5c5bfe, postalCode=110045, st=Delhi, serialNumber=02dcb1f854fc630c46a0c A CHUGH 5bd102761beddb4e81dbbfb07f3d64aa26dc6025419, cn=PRIYANKA CHUGH Date: 2025.08.22 15:43:39 +05'30'

Priyanka Chugh (Company Secretary & Compliance Officer) M.No. A 17550

Encl: Notice of 26[th] AGM

Registered & Corporate Office:

Cambridge Technology Enterprises Limited Capital Park, 4[th] Floor, Unit No. 403B & 404, Plot No. 1-98/4/1-13, 28 & 29, Survey No.72, Image Gardens Road, Madhapur, Hyderabad - 500 081, Telangana, India. Tel:+91-40-6723-4400 Fax:+91-40-6723-4800 Email id: [email protected] CIN: L72200TG1999PLC030997

Bengaluru

91 Springboard Business Hub Pvt Ltd, 4th Floor, #175 & #176, Dollars Colony, Phase 4, JP Nagar, Bannerghatta Main Road, Bengaluru - 560 076, Karnataka, India. Tel: +91-80-4633-4400 Fax:+91-80-4299-5779

Mumbai

Chennai

Level 4, A Wing, Dynasty Business AMARA SRI, situated at old No: Park Andheri Kurla Road, Andheri 313, New No: 455, Block No: 75, (E) Mumbai - 400 059, 7th floor, Anna Salai Teynampet, Maharashtra, India. Chennai 600018, Tamilnadu, Tel:+91-22-6786-9410 India Fax:+91-22-6786-9199 Tel: +91-40-6723-4400 Fax:+91-40-6723-4800

www.ctepl.com

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NOTICE OF 26[TH] ANNUAL GENERAL MEETING

Notice is hereby given that the 26th Annual General Meeting of the Members of Cambridge Technology Enterprises Limited will be held on Monday, September 15, 2025, at 03.00 P.M. IST through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business:

ORDINARY BUSINESS

1. Adoption of Financial Statements.

To receive, consider and adopt the audited financial statements (including the consolidated financial statements) of the Company for the financial year ended March 31, 2025 and the reports of the Board of Directors and auditors thereon.

2. Appointment of Mr. Stefan Hetges as a Director liable to retire by rotation

To appoint a Director in place of Mr. Stefan Hetges, Director (DIN:03339784) who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for reappointment.

SPECIAL BUSINESS

3. Regularization of Mr. Raj Kumar Sehgal (DIN: 01570858) as Non-Executive NonIndependent Director of the Company.

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

“RESOLVED THAT pursuant to provisions of Sections 149, 152 and any applicable provisions, if any, of the Companies Act, 2013 (the Act) and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and other applicable laws, Mr. Raj Kumar Sehgal (DIN: 01570858), who was appointed as an Additional Director of the Company by the Board of Directors with effect from June 15, 2025 and who holds office upto the date of this Annual General Meeting in terms of Section 161(1) of the Companies Act, 2013 (the “Act”) and who is eligible for appointment and has consented to act as Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160 of the Act proposing his candidature for the office of Director, be and is hereby appointed as a Non-Executive NonIndependent Director of the Company liable to retire by rotation.”

RESOLVED FURTHER THAT approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard.”

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4. Appointment of Mr. Kashinath Sahu from M/s. Kashinath Sahu & Co., Practicing Company Secretaries as Secretarial Auditors and fix their remuneration.

To consider, and if thought fit, pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) read with applicable provisions of the Companies Act, 2013, each as amended, and subject to approval of shareholders in the Annual General Meeting, Mr. Kashinath Sahu having firm M/s. Kashinath Sahu & Co., Practicing Company Secretaries having Peer Review number S2016TL445100, be and is hereby appointed as the Secretarial Auditors of the Company for a period of five years to hold office from the conclusion of this Annual General Meeting till the conclusion of the 31st Annual General Meeting of the Company to be held in the year 2030, to conduct Secretarial Audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations, for the period beginning from the Financial Year 2025-26 through the Financial Year 2029-30, at such remuneration as may be mutually agreed upon between the Board, and the Secretarial Auditors of the Company.

RESOLVED FURTHER THAT approval of the Members is hereby accorded to the Board to avail or obtain from the Secretarial Auditor, such other services or certificates or reports which the Secretarial Auditor may be eligible to provide or issue under the applicable laws.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution and for matters connected therewith or incidental thereto.”

5. Approval under Section 180(1)(c) of the Companies Act, 2013 to authorize the Board to borrow funds exceeding the limits

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 180(1)(c) and other applicable provisions of the Companies Act, 2013, read with the applicable rules (including any statutory modification(s) or reenactment thereof for the time being in force), and in supersession of all earlier resolutions passed in this regard, the consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as ‘the Board’, which term shall include any Committee thereof) to borrow money, from time to time, whether as rupee loans, foreign currency loans, debentures , bonds and/ or other instruments or non-fund based facilities or in any other form (apart from temporary loans obtained or to be obtained from the Company’s Bankers in the ordinary course of business) from the Banks, Financial Institutions, Investment Institutions, Mutual Funds, Trusts, other Bodies Corporate or from any other source, located in India or abroad, whether unsecured or secured, whether by way of mortgage, charge or hypothecation, pledge or otherwise in any way whatsoever, on, over or in any respect of all, or any of the company’s assets or licenses or properties including stock in trade on such terms and conditions as may be considered suitable by the

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Board of Directors for the purposes of the business of the Company, notwithstanding that the money to be borrowed together with the money already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of business), may exceed the aggregate of the paid-up share capital, free reserves, and securities premium of the Company, provided that the total amount so borrowed shall not at any time exceed ₹100,00,00,000 (Rupees One Hundred Crores only).

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors be and is hereby authorized to negotiate and decide terms and conditions of such borrowings, finalize and execute all such deeds, documents, instruments and writing as may be necessary, desirable or expedient, settle any question, difficulty or doubt that may arise in this regard, do all such acts, deeds, matters and things, as it may, in its absolute discretion, deem necessary, proper or desirable and may delegate all or any of these powers to any Committee of Directors or Managing Director or Whole time Director or Director or any other officer of the Company or any other person.”

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters, and things as may be necessary, desirable, or expedient for giving effect to this resolution and for matters connected therewith or incidental thereto.”

6. Approval under Section 180(1)(a) of the Companies Act, 2013 to authorize the Board to create security on the properties of the Company.

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

“RESOLVED THAT pursuant to the provisions of Section 180(1)(a) of Companies Act, 2013 read with the rules made thereunder or any amendment or modifications thereof, from time to time and Articles of Association of the Company, the consent of the members be and is hereby accorded to the Board of Directors of the company to exercise its powers, including the powers conferred by this resolution of the Company for creation of mortgage/hypothecation/ pledge/charge/security in any form or manner on the properties of the Company whether tangible, intangible or otherwise, both present and future, in favor of lenders, located in India or abroad, including Banks, Financial Institutions, Investment Institutions, Mutual Funds, Trusts, other Bodies Corporate or any other source, Trustees for holders of debentures/ bonds and/ or other instruments to secure all credit facilities including rupee loans, foreign currency loans, debentures, bonds and /or other instruments or non - fund based facilities availed / to be availed by the company or any third party and / or for any other purpose, from time to time, together with interest, further interest thereon, compound interest in case of default, accumulated interest, liquidated damages, all other costs, charges and expenses payable by the Company or any third party in respect of such borrowing(s) provided that the maximum extent of the indebtedness secured by the properties of the Company does not exceed Rs. 100 crores (Rupees One Hundred Crores only) at any time.”

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors be and is hereby authorized to negotiate and decide terms and conditions of security, finalize and execute all such deeds, documents, instruments and writings as may be necessary, desirable or expedient, settle any question difficulty or doubt that may arise in this regard, do all such acts, deeds,

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matters and things, as it may, in its absolute discretion deem necessary, proper or desirable and may delegate all or any of these powers to any Committee of Directors or Managing Director or Whole time Director or Director or any other officer of the Company or any other person.”

By the order of the Board For Cambridge Technology Enterprises Limited Sd/-

Hyderabad August 18, 2025

Priyanka Chugh Company Secretary & Compliance Officer M. No. ACS 17550

NOTES:

  1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, (“the Act”) and other applicable provisions, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 setting out material facts relating to Special Business to be transacted at the Annual General Meeting is annexed hereto. The Board of Directors of the Company at its Meeting held on August 18, 2025 considered that the special business under Item No. 3 to 6, being considered unavoidable, be transacted at the 26[th] AGM of the Company.

  2. Notice calling the 26[th] Annual General Meeting was approved on August 18[th] , 2025 by the Board of Directors.

  3. The Ministry of Corporate Affairs (“MCA”) vide its General Circular Nos. 20/2020 dated May 05, 2020, 17/2020 dated April 13, 2020, 14/2020 dated April 08, 2020, 02/2021 dated January 13, 2021 and Circular No. 02/2022 dated May 05, 2022 and 10/2022 dated December 28, 2022, General Circular Nos. 09/2023 dated September 25, 2023, General Circular No. 09/2024 dated September 19, 2024 (collectively referred to as “MCA Circulars”), and SEBI vide its Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated October 3, 2024 read with the circulars issued earlier on the subject (“SEBI Circulars”), has permitted to conduct the Annual General Meeting (“AGM”) virtually, without physical presence of Members at a common venue permitted the holding of the Annual General Meeting (“AGM”) through video conferencing (VC) or other audio visual means (OAVM). In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and MCA Circulars, the AGM of the Company is being convened through VC / OAVM. Hence, Members can attend and participate in the ensuing AGM through VC/OAVM. In terms of the aforesaid Circulars, the businesses set out in the Notice will be transacted by the members only through remote e-voting or through the e-voting system provided during the meeting while participating through VC facility. The Company will also publish an advertisement in newspaper containing the details about the AGM i.e., the conduct of the AGM through VC/OAVM, date and time of the AGM,

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availability of the notice of AGM at the Company’s website, manner of registering the email ID’s of those shareholders who have not registered their email addresses with the Company/RTA and other matters as may be required.

  1. In compliance with the Circulars issued by MCA and SEBI, Notice of the AGM along with the Annual Report 2024-25 (consisting of Financial Statements including Board’s Report, Corporate Governance Report, Management Discussion & Analysis Report, Auditors’ Report and other documents required to be attached therewith) is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories/Depository Participants. Physical copy of the notice of the 26[th] AGM along with Annual Report for the financial year 2024-25 shall be sent to those Members who request for the same. Members may note that the Notice and Annual Report 2024-25 will also be available on the Company’s website https://www.ctepl.com/, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at https://www.bseindia.com/ and https://www.nseindia.com/ respectively, and on the website of NSDL https://www.evoting.nsdl.com .

  2. The relevant details, pursuant to Regulations 36(3) of the Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking appointment/re-appointment at this AGM is annexed herewith and/or is disclosed elsewhere in Annual Report/AGM Notice.

  3. The Members of the Company at the 22[nd] Annual General Meeting (‘AGM’) held on September 27, 2021 approved the appointment of M/s. B R A N D & Associates LLP, Chartered Accountants as the Auditors of the Company for a period of five years from the conclusion of the said AGM till the conclusion of the 27th AGM to be held in the year 2026.

  4. Mr. Kashinath Sahu, Practicing Company Secretary [C P No. 4807 has been appointed by the Board of Directors as the Scrutinizer to scrutinize the e-voting system during AGM and remote e-voting process in a fair and transparent manner. Institutional/Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board Resolution or Authority letter, etc., authorizing its representative [with attested specimen signature of the duly authorized signatory(ies)] to attend the AGM through VC / OAVM on its behalf and/or to vote through remote e-voting/e-voting system provided in AGM. The said Resolution/Authority letter shall be sent to the Scrutinizer by email through its registered email address 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 / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

  5. The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, September 09, 2025 to Monday, September 15, 2025 (both days inclusive) for the purpose of Annual General Meeting of the Company.

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  1. As per Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requests for effecting transfer of securities shall not be processed unless the securities are held in dematerialized form with a depository. Also, transmission or transposition of securities held in physical or dematerialised form shall be effected only in dematerialised form. In view of this, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company’s Registrars and Transfer Agents, Aarthi Consultants Private Limited for assistance in this regard. Members may also refer to Company’s website https://www.ctepl.com/ w.r.t procedure for converting physical shares into electronic mode. Members may also visit web site of depositories viz. NSDL or CDSL for further understanding about the demat procedure: NSDL website : https://nsdl.co.in CDSL website : https://www.cdslindia.com.

  2. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register their email addresses in respect of shares held in dematerialized form with their respective Depository Participants and in respect of shares held in physical form with the Company’s Registrar and Transfer Agent, M/s. Aarthi Consultants Private Limited.

Further, it is to inform you that the Company’s Registrars and Transfer Agents, Aarthi Consultants Private Limited have a facility to register email address on their website under Investor Services/ Go Green Feedback Tab http://www.aarthiconsultants.com/investor_services.

  1. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to Aarthi Consultants Private Ltd in case the shares are held by them in physical form.

Aarthi Consultants Private Ltd., 1-2-285, Domalguda, Hyderabad - 500 029 Telangana State, India Tel: +91-40-27638111, 27634445 Fax: +91-40-27632184 E-mail: [email protected]

  1. Members holding shares in demat mode and have not updated their KYC details are requested to register/update the email, bank account details and other KYC details with their depositories through their depository participants. Members holding shares in physical mode and have not registered the email or updated their KYC details are requested to submit form ISR-1 (also available for download at website of the Company i.e., www.ctepl.com under investors section) along with supporting documents to update their email, bank account details and other KYC details with Company's RTA. You are requested to email the duly filled in form to [email protected].

  2. SEBI vide Master Circular No SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023, had prescribed the common and simplified norms for processing investor’s service request by RTAs and norms for furnishing PAN, KYC details and Nomination. SEBI vide above mentioned circular has

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mandated for all holders of physical securities in listed companies to furnish PAN, Nomination, Contact details, Bank A/c details and Specimen signature for their corresponding folio numbers. The detailed requirements are as mentioned in the said circular. Shareholders are requested to submit their PAN, Nomination, Contact details, Bank A/c details and Specimen signature to the Company’s RTA i.e., Aarthi Consultants Private Limited.

In terms of SEBI circular No. SEBI/HO/MIRSD/MIRSD -PoD/P/CIR/2025/97 dated July 02, 2025, the Company is pleased to offer one time special window for physical shareholders to submit relodgement of transfer deeds for transfer of shares. The Special window will be open from July 07, 2025 to January 06, 2026 and is applicable only to cases where original share transfer requests, if any, were lodged prior to April 01, 2019 and were returned/ rejected due to deficiencies in documents/ process/ or otherwise. Eligible shareholders may submit their transfer requests to the Company’s RTA at M/s Aarthi Aarthi Consultants Private Ltd., 1-2-285, Domalguda, Hyderabad - 500 029 Telangana, email id [email protected].

  1. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same. Members are requested to submit the nomination details to their DP in case the shares are held by them in electronic form and to Aarthi Consultants Private Limited in case the shares are held in physical form. The forms are available on the website of the Company under Investors section.

For ‘Nomination’: Nomination through Form SH-13 or cancellation or variation in nomination through Form SH-14 as provided in the Rule 19 of Companies (Shares capital and debenture) Rules, 2014.

OR

For ‘Declaration to Opt-out’: The security holder can opt out of nomination through Form ISR – 3 after cancelling his existing nomination, if any, through Form SH-14.

  1. The Company has designated an exclusive email ID [email protected], which would enable the investors/ shareholders to post their grievances, if any, by quoting their Registered Folio Number, Client ID, and Number of shares. However, it may be noted that the Company would not respond to any kind of malicious allegations made by the shareholders with ulterior motives.

  2. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number to [email protected] on or before September 08, 2025. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

Members who would like to express their views or have questions or seeking any information with regard to the accounts and operations of the Company or the businesses covered under the Notice of AGM, are requested to write to the Company mentioning their name, demat account

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number/folio number, email id, mobile number on or before September 08, 2025 through email on [email protected].

  1. Since the AGM is being held through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’), (a) Members will not be able to appoint proxies for the meeting, (b) Attendance slip and Route Map are not annexed to this Notice.

  2. Members are requested to note that dividends not encashed or claimed within seven years from the date of transfer to the Company’s Unpaid Dividend Account, were transferred to the Investor Education and Protection Fund (IEPF). All shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company in the name of Investor Education and Protection Fund from time to time.

  3. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act and certificate from the Secretarial Auditor of the confirming the compliance of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 will be available for inspection through electronic mode during the continuance of AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an email to [email protected] .

  4. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Registrar and Share Transfer Agents of the Company.

  5. Non-Resident Indian Members are requested to inform RTA, immediately on:

  6. (a) Change in their residential status on return to India for permanent settlement;

  7. (b) Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with PIN Code number, if not furnished earlier.

  8. Instructions for e-voting and joining the AGM are as follows.

GENERAL INSTRUCTIONS FOR ACCESSING AND PARTICIPATING IN THE 26[TH] AGM THROUGH - VC/OAVM FACILITY AND VOTING THROUGH ELECTRONIC MEANS INCLUDING REMOTE E VOTING

  1. Pursuant to the General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (MCA) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3, 2024 (“SEBI Circular”) and other applicable circulars and notifications issued (including any statutory modifications or re-enactment thereof for the time

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being in force and as amended from time to time, companies are allowed to hold AGM through Video Conferencing (VC) or other audio visual means (OAVM), without the physical presence of members at a common venue. In compliance with the said Circulars, AGM shall be conducted through VC / OAVM.

  1. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting.

  2. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

  3. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

  4. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) the Secretarial Standard on General Meetings (SS-2) issued by the ICSI and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs from time to time the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as e-voting on the date of the AGM will be provided by NSDL.

  5. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at https://www.ctepl.com/. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at https://www.bseindia.com/ and https://www.nseindia.com/ respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. https://www.evoting.nsdl.com.

  6. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on cut-off date i.e., September 08, 2025, only shall be entitled to avail facility of remote e-voting or e-voting system to be provided in the meeting through VC/OAVM. A person who is not a member as on the cut-off date should treat this notice

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for information purpose only. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cutoff date.

  1. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular issued from time to time

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Thursday, September 11, 2025 at 09:00 A.M. and ends on Sunday, September 14, 2025 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. September 08, 2025, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being September 08, 2025.

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

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

- Step 1: Access to NSDL e Voting system

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

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

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remote e-Voting period or joining virtual meeting & voting during the
meeting.
2. ExistingIDeASuser can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On
the e-Services home page click on the “Beneficial Owner”icon under“Login”
which is available under‘IDeAS’section , this will prompt you to enter your
existing User ID and Password. After successful authentication, you will be
able to see e-Voting services under Value added services. Click on“Access to
e-Voting”under e-Voting services and you will be able to see e-Voting page.
Click on company name ore-Voting service provider i.e. NSDLand you will
be re-directed to e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the
meeting.
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 athttps://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 ore-Voting service provider i.e. NSDLand you will be
redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the
meeting.
5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede
facility by scanning the QR code mentioned below for seamless voting
experience.
Individual
Shareholders
holding securities
in demat mode
with CDSL
1. Users who have opted for CDSL Easi / Easiest facility, can login through their
existing user id and password. Option will be made available to reach e-Voting
page without any further authentication. The users to login Easi /Easiest are
requested to visit CDSL website www.cdslindia.com and click on login icon &

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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 evoting is in progress as per the
information provided by company. On clicking the evoting 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 on
www.cdslindia.comhome 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.

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.

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
at
[email protected] or call at 022 - 4886 7000
Individual Shareholders holding securities
in demat mode with CDSL
Members facing any technical issue in login can contact
CDSL
helpdesk
by
sending
a
request
at
[email protected] or contact at toll free
no. 1800-21-09911

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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.

  4. 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.

  5. 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
IN300
12**.
b) For Members who hold shares in demat
account with CDSL.
16 Digit Beneficiary ID
For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in Physical
Form.
EVEN Number followed by Folio Number
registered with the company
For example if folio number is 001 and
EVEN
is
101456
then
user
ID
is
101456001

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  1. Password details for shareholders other than Individual shareholders are given below:

  2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

  3. 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.

  4. c) How to retrieve your ‘initial password’?

  5. (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’.

  6. (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

  7. 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.

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

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

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

  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of

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www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Mr. Amit Vishal, Deputy Vice President - NSDL 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 Company’s Registrars and Transfer agents, Aarthi Consultants Private limited at [email protected] or to Company at [email protected] .

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you -

are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

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

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

update their mobile number and email ID correctly in their demat account in order to access e Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS

UNDER:-

  1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

  2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

  3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

  4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

  1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to

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NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

  1. Members are encouraged to join the Meeting through Laptops for better experience.

  2. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  3. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

  4. Shareholders who would like to express their views/have questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, email id, mobile number at [email protected] on or before September 08, 2025. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

  5. Members who would like to express their views or have questions/seeking any information with regard to the accounts and operations of the Company or the businesses covered under the Notice of AGM, are requested to write to the Company mentioning their name, demat account number/folio number, email id, mobile number at [email protected] on or before September 08, 2025. The same will be replied by the company suitably.

  6. Those Members who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the AGM.

OTHER INSTRUCTIONS

  1. Any person other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode and becomes member of the Company after, the notice is send through e-mail and holding shares as of the cut-off date i.e. September 08, 2025, may follow steps mentioned in this notice under Step 1 (B) w.r.t 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. In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. September 08, 2024 may follow steps mentioned in the Notice of the AGM under Step 1 (A) w.r.t Login method

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for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode”. Such shareholders can also send a request at [email protected] or to Issuer/RTA to obtain login id and password.

  1. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the AGM, thereafter unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the AGM and submit a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him/board, who shall countersign the same.

  2. The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website i.e., https://www.ctepl.com/ and on the website of NSDL i.e., https://www.evoting.nsdl.com/ immediately after the result is declared by the Chairman or by any other person authorized by the Chairman and the same shall also be communicated to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed.

  3. In case of any queries with respect to remote e-voting, 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. You may also send a request to [email protected] or contact Mr. Amit Vishal, Deputy Vice President – President – NSDL, 4th Floor, ‘A’ Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013, e-mail: [email protected] , phone no. 022-24994360, or call on 022 - 4886 7000 who will address the grievances on remote e-voting or in case of any technical assistance is required at the time of log in/ assessing/ e-voting at the Meeting through VC/OAVM or who need assistance with using the technology before or during the meeting.

By the order of the Board For Cambridge Technology Enterprises Limited Sd/-

Hyderabad August 18, 2025

Priyanka Chugh Company Secretary & Compliance Officer M. No. ACS 17550

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AN EXPLANATORY STATEMENT SETTING OUT THE MATERIAL FACTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 & APPLICABLE PROVISIONS OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

Item No. 3

The Board of Directors at its Meeting held on May 29, 2025, appointed Mr. Raj Kumar Sehgal (DIN: 01570858 ) as an Additional Director (Non-Executive, Non-Independent) of the Company with effect from June 15, 2025. In terms of Section 161(1) of the Act and Article 133 of the Articles of Association of the Company, Mr. Raj Kumar Sehgal holds office upto the date of this Annual General Meeting (‘AGM’) and is eligible for appointment as a Director. The Company has received a Notice from a Member in writing under Section 160(1) of the Act proposing his candidature for the office of Director.

Profile of Mr. Raj Kumar Sehgal

Mr. Sehgal is a member of Institute of Company Secretaries of India since 25 years and has a degree in law. He is Senior partner in RKS & Associates which is a PEER Reviewed Firm. He is on Board of various Companies. He has vast experience in areas of Corporate Laws, Labour Law, Arbitration, accounts, Finance, taxation, Mergers, amalgamations, acquisitions, Joint Ventures and dealing with Exchanges. Keeping his expertise in view, and on the recommendation of the Nomination and Remuneration Committee, Board has recommended his appointment as Non-Executive, NonIndependent Director.

Mr. Sehgal has confirmed that he is not disqualified from being appointed as Director in terms of Section 164 of the Act and has given his consent to act as Director in terms of Section 152 of the Act, subject to appointment by the Members. Further, he has also confirmed that he is not debarred from holding the office of a director pursuant to any SEBI Order or any such Authority. The Board is of the opinion that Mr. Sehgal possesses the identified core skills, expertise and competencies fundamental for effective functioning in his role as a Director of the Company and considers that the association of Mr. Sehgal would be of immense benefit to the Company.

As per the requirements of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR) Regulations, 2015” or “Listing Regulations 2015”] (as amended) and Clause 1.2.5 of the Secretarial Standard 2 (Revised) as issued by the Institute of Company Secretaries of India, a statement containing the requisite details of Mr. Raj Kumar Sehgal is given below:

Name of the Director Mr. Raj Kumar Sehgal
DIN 01570858
Date of Birth March 05, 1976
Date of first appointment on the Board June 15, 2025
Age 49 Years
Brief Resume Raj is a seasoned legal and corporate advisory
professional with over 25 years of experience
spanning corporate law, labour law, arbitration,
finance, taxation, M&A, and compliance. He has

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led complex joint ventures and acquisitions end-
to-end—from negotiations and due diligence to
post-deal integration. He has advised national
and global corporations on legal, financial, and
capital
market
matters,
including
equity
research,
portfolio
strategy,
and
debt
structuring. A B.Sc. in Industrial Chemistry and a
law graduate, Raj is also a Fellow Member of the
Institute of Company Secretaries of India.
Currently, he is a senior partner at RKS &
Associates, leading teams in corporate law
compliance,
restructuring,
takeovers,
and
strategic joint ventures.
Qualification -Bachelors in Science (Industrial Chemistry)
-Fellow Member of Institute of Company
Secretaries of India
-Degree in Law
Experience Mr. Raj Kumar Sehgal is a seasoned executive
with over 25 years of experience in Corporate
Law, Labour Law, Arbitration, Accounts, Finance
Taxation,
Mergers,
amalgamations
and
acquisitions, Joint Ventures, Foreign Exchange
Matters,
Dealing
with
Stock
Exchanges,
Securities and Exchange Board of India, Reserve
Bank of India, etc
Terms & Conditions of appointment along with
Remuneration sought to be paid
Appointed as Non – Executive Non Independent
Director w.e.f June 15, 2025 and liable to retire
by rotation.
Remuneration last drawn Nil
Disclosure of relationships between directors
inter-se/Relationship with other Directors,
Manager and other Key Managerial Personnel
of the Company
Nil
Nature of his expertise in specific functional
areas
Corporate
Law, Labour
Law,
Arbitration,
Accounts,
Finance
Taxation,
Mergers,
amalgamations and acquisitions, Joint Ventures,
Foreign Exchange Matters, Dealing with Stock
Exchanges, Securities and Exchange Board of
India, Reserve Bank of India
Number of Meetings of the Board attended
during the year 2024-25
Nil
Names of Companies/LLP in which he holds
the directorship

Cambridge Technology Enterprises Limited

Aurigence Technologies Pvt Ltd

RP Dataandgrow Pvt Ltd.

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Innowiz Consulting Pvt. Ltd.

Twenty Four seven Network Solutions Pvt
Ltd.

Grainpad Private Ltd.

UG Alliance Foundation

Greenstar Energy Solutions Pvt. Ltd.
Names of listed entities in which he holds the
directorship
Cambridge Technology Enterprises Limited
Name of Listed entities from which he has
resigned in the past three years
Nil
Names of Companies (including Listed
Companies) in which he holds the membership
of Committees of the Board
Nil
Shareholding in the Company including
shareholding as a beneficial owner
Mr. Raj Kumar Sehgal holds 10 equity shares in
the Company in his individual capacity,
representing an insignificant percentage of the
total paid-up share capital of the Company.

Mr. Raj Kumar Sehgal and his relatives are interested in the special resolution set out at Item No. 3 of the notice relating to his appointment. Save and except as aforesaid, none of the Directors and Key Managerial Personnel of the Company, or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 3 of the notice except to the extent of their shareholding in the Company.

Item No.4

Pursuant to the provisions of Section 204 and other applicable provisions of the Act, if any, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, every listed company is required to annex with its Board’s Report, a Secretarial Audit Report given by a Company Secretary in Practice.

Further, pursuant to Regulation 24A of the SEBI Listing Regulations, as amended from time to time, every listed entity shall undertake Secretarial Audit by a Secretarial Auditor who shall be a Peer Reviewed Company Secretary and the appointment of such Secretarial Auditor shall be approved by the Members of the Company at the Annual General Meeting.

The Board of Directors of the Company, at its meeting held on August 18, 2025, & basis the recommendation(s) of the Audit Committee, recommended the appointment of Mr. Kashinath Sahu from M/s. Kashinath Sahu & Co., Practicing Company Secretaries as the Secretarial Auditor of the Company, to the Members at the ensuing AGM for a term of five (5) consecutive years commencing from Financial Year 2025-26 to Financial Year 2029-30, subject to the approval of the Members, at a remuneration of as may be determined, from time to time, by the Board or any committee of the Board or any officer of the Company authorised by the Board in this regard. In addition to the remuneration, the Secretarial Auditor shall be entitled to receive the out of pocket expenses as may

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be incurred by them during the course of the Audit or issuance of any other certificate or report or opinion. M/s. Kashinath Sahu & Co., is Peer Reviewed Practicing Company Secretaries firm, ensuring the highest standards in professional practices.

Mr. Kashinath Sahu has consented to his appointment as Secretarial Auditors of the Company. He has confirmed that he does not incur any disqualification specified under SEBI Circular No. SEBI/HO/CFD/ CFDPoD/CIR/P/2024/185 dated December 31, 2024 and that his appointment, if made, shall be in accordance with Section 204 and other applicable provisions of the Act, rules framed thereunder and the applicable provisions of the SEBI Listing Regulations. The Board commends the Ordinary Resolution set out at Item No. 4 of the accompanying Notice for approval of the Members of the Company. None of the Directors or Key Managerial Personnel (‘KMP’) of the Company and their respective relatives are concerned or interested, financially or otherwise, in the Resolution set out at Item No. 4 of the accompanying Notice.

Item No. 5

Keeping in view the Company’s existing and future financial requirements, to support its business operations and for meeting the enhanced long term working capital needs of the Company, and for various other purposes, the Company may envisage requirement of funds in future. In this regard, the Company is desirous of raising finance as rupee loans, foreign currency loans, debentures, bonds and/ or other instruments including but not limited to instruments / securities as mentioned in the resolution or non-fund based facilities or in any other form (apart from temporary loans obtained or to be obtained from the Company’s Bankers in the ordinary course of business) from the Banks, Financial Institutions, Investment Institutions, Mutual Funds, Trusts, other Bodies Corporate or from any other source including but not limited to sources as mentioned at item no. 5, located in India or abroad, whether unsecured or secured, which may exceed the aggregate of the paid-up capital and the free reserves of the Company.

Hence it is proposed by the Board of Directors at their meeting held on August 18, 2025 to increase the overall maximum borrowing limits upto Rs. 100 Crores (Rupees One Hundred Crores only). In terms of Section 180(1)(c) of the Companies Act, 2013 and the rules made thereunder, the Board of Directors requires shareholder’s approval by way of Special Resolution to borrow moneys in excess of aggregate of the paid-up share capital and its free reserves [reserves not set apart for any specific purpose] excluding temporary loans obtained from the Company’s bankers in the ordinary course of business.

The resolution contained in Item No. 5 of the accompanying Notice, accordingly, seek shareholders’ approval as Special Resolution for increasing the borrowing limits.

None of the Directors or Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested in the proposed resolution.

The Board recommends the resolution as set out in the Notice for your approval as Special Resolution.

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Item No. 6

The provisions of Section 180(1)(a) of the Companies Act, 2013 require that the Board of Directors shall not sell, lease, or otherwise dispose of the whole or substantially the whole of the undertaking(s) of the Company without the consent of the shareholders by way of a special resolution.

In order to facilitate securing the borrowings made by the Company as stated above or towards other permissible borrowings, it would be necessary to create mortgages or charges on all or any of the assets or properties of the Company [both present and future]in favour of any lender, including but not limited to the Financial Institutions / Banks / Debenture Trustees / sources as mentioned at item no. 5, in such form, manner and ranking as may be determined by the Board of Directors of the Company from time to time, in consultation with the lender[s]. In order to facilitate such actions, it is proposed to authorize the Board of Directors to undertake such transactions as may be necessary in the interest of the Company.

This resolution enables the Board to act with flexibility and speed in executing transactions involving the Company’s assets, subject to compliance with applicable laws and regulations.

The resolution contained in Item No. 6 of the accompanying Notice, accordingly, seek members’ approval for lease or disposal of the Company’s undertaking[s] by creation of mortgages, charges, etc. thereon and for authorizing the Board of Directors [including committee thereof authorized for the purpose] of the Company to complete all the formalities in connection with creating charge on Company’s properties.

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

The Board recommends the resolution set out in Item No. 6 of the Notice for approval of the members as a Special Resolution.

By the order of the Board For Cambridge Technology Enterprises Limited Sd/-

Hyderabad August 18, 2025

Priyanka Chugh Company Secretary & Compliance Office M. No. ACS 17550

Annexure – 1

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As per the requirements of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR) Regulations, 2015” or “Listing Regulations 2015”] (as amended) and Clause 1.2.5 of the Secretarial Standard 2 (Revised) as issued by the Institute of Company Secretaries of India, a statement containing the requisite details of Mr. Stefan Hetges is given below:

Name of the Director Mr. Stefan Hetges
DIN 03339784
Date of Birth July 19, 1963
Date of first appointment on the Board November 15, 2010
Age 62 Years
Brief Resume Stefan joined Cambridge Technology as a part of
the acquisition of smartShift, the leading
provider of tool-based modernization of
complex IT systems. Stefan started his career as
a consultant at Cambridge Technology Group.
Stefan acquired the assets of i-Cube from
Razorfish in a management buyout and formed
smartShift
Qualification Masters in Computers from University of
Constance, Germany
Experience He has more than 30 years of experience
Terms & Conditions of appointment along with
Remuneration sought to be paid
Appointed as Non – Executive Non Independent
Director w.e.f May 14, 2015 and liable to retire
by rotation. He is eligible for Sitting fees for
attending Board and / or Committee Meetings
Remuneration last drawn Sitting fees for attending Board Meetings for the
FY 2024-25 is INR 15,000/-. However, he waived
his right for receipt of the same.
Disclosure of relationships between directors
inter-se/Relationship with other Directors,
Manager and other Key Managerial Personnel
of the Company
Nil
Nature of his expertise in specific functional
areas
Information Technology. Leading companies to
lower IT cost by optimizing, migrating or
transforming IT systems
Number of Meetings of the Board attended
during the year 2024-25
01
Names of Companies/LLP in which he holds
the directorship

Cambridge Technology Enterprises Limited,

SmartShift Technologies Private Limited,

SmartShift GMBH

SmartShift AG

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Names of listed entities in which he holds the
directorship
Cambridge Technology Enterprises Limited
Name of Listed entities from which he has
resigned in the past three years
Nil
Names of Companies (including Listed
Companies) in which he holds the membership
of Committees of the Board
Nil
Shareholding in the Company including
shareholding as a beneficial owner
Mr. Stefan Hetges does not hold any shares in
the Company directly. He is a member and
director of SmartShift AG, which is a shareholder
of the company holding 20,06,100 (10.22%)
equity shares of the Company.

By the order of the Board For Cambridge Technology Enterprises Limited Sd/-

Hyderabad

August 18, 2025

Priyanka Chugh Company Secretary & Compliance Office M. No. ACS 17550