Cranes Software International Ltd. — Proxy Solicitation & Information Statement 2026

Apr 11, 2026

==> picture [75 x 96] intentionally omitted <==

Cranes Software International Limited

CIN: L05190KA1984PLC031621

Registered Office:

82, Presidency Building, 3[rd ] & 4[th ] Floor,

St. Marks Road, Bengaluru - 560 001, Karnataka

Ph: +91 80 6764 4800/4848 Email: Info@cranessoftware.com

Date: 11[th] April 2026

To,

The Manager Department of Corporate Services Bombay Stock Exchange Limited P J Towers, Dalal Street, Mumbai- 400001

Scrip code: 512093

Dear Sir/Madam,

Sub: Notice of Postal Ballot

Ref: Regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

Pursuant to above referred, please find enclosed the Postal Ballot Notice dated April 11, 2026, seeking approval of the Members of the Company on the following resolution through Postal Ballot

Sr. No.	Description of Resolution	Type of Resolution
1	Appointment of Mr Manoj Bawa (DIN 01282046) as a Non Executive Independent Director for a term of fiveyears	Ordinary

In accordance with applicable laws, the said Notice is being sent electronically to those members whose e-mail addresses are registered with the Company/Depositories and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, April 3, 2026 [“cut-off date”]. The same is also available on the website of the Company i.e. www.cranessoftware.com.

The remote e-voting period shall commence on Sunday, April 12, 2026 (9:00 a.m. IST) and conclude on Monday, May 11, 2026 (5:00 p.m. IST).

ISO 9001:2000 ISO 27001:2005 C M www.cranessoftware.com

The results of the e-voting shall be declared on or before Wednesday, May 13, 2026

The above is being made available on the Company’s website i.e. www.cranessoftware.com

The notice is attached herewith for your due reference.

Request you to kindly take the same on records.

Thanking you,

Yours, faithfully, For Cranes Software International Ltd.

Apeksh Digitally signed by Apeksha Nagori Date: 2026.04.11 a Nagori 11:09:17 +05'30' Apeksha Nagori Compliance Officer & Company Secretary

CRANES SOFTWARE INTERNATIONAL LIMITED

CIN: L05190KA1984PLC031621

Regd. Off.: No. 82, Presidency Building, 3[rd] & 4[th] Floor, St Marks Road Bengaluru - 560001, Karnataka, India. Ph. No.: 080-6764 4848, Fax: 080-6764 4888

Email: investor.relations@cranessoftware.com www.cranessoftware.com

NOTICE OF POSTAL BALLOT

Dear Member(s), NOTICE is hereby given pursuant to Section 110 read with Section 108 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, of the Act and Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), as amended from time to time, read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”), that the resolution seeking approval for appointment of Mr. Manoj Bawa (DIN 01282046) as a Non-Executive Independent Director for a term of five years, is proposed to be passed as a Ordinary Resolution by the Members of Cranes Software International Limited (“Company”) through Postal Ballot by voting through electronic means (“remote e-voting”) only.

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. The communication of assent or dissent of the Members would take place only through the remote e-voting system. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice.

An Explanatory Statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, pertaining to the Ordinary Resolution setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice. Pursuant to Rule 22(5) of the Rules, the Board of Directors of your Company has appointed Mehul Jain & Associates, Practicing Company Secretaries, as the Scrutinizer to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner. The remote e-voting period commences from 9.00 a.m. (IST) on Sunday, April 12, 2026, and ends at 5:00 p.m. (IST) on Monday, May 11, 2026. The Scrutinizer will submit his report to the Chairman of the Company or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced on or before 5:00 p.m. (IST) on Tuesday, May 13 2026. The said results along with the Scrutinizer’s Report would be intimated to BSE Limited, where the Equity Shares of the Company are listed. The results will also be uploaded on the Company’s website www.cranessoftware.com and on the website of Central Depository Services Limited (“CDSL”) hhps://www.evoting.cdsl.com/.

2 SPECIAL BUSINESS:

APPOINTMENT OF MR. MANOJ BAWA (DIN 01282046) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR FOR A TERM OF FIVE YEARS

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

“RESOLVED THAT Mr. Manoj Bawa (DIN 01282046), who was appointed as an Additional Director (NonExecutive Independent) of the Company with effect from February 13, 2026 by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee in terms of Section 161 of the Companies Act, 2013 (“Act”) read with Article 73 of the Articles of Association of the Company, who is eligible for appointment and who has consented to act as a Director of the Company be and is hereby appointed as a Director of the Company.”

“RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Act read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 17 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, the appointment of Mr. Manoj Bawa (DIN 01282046), who meets the criteria for independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations and who has submitted a declaration to that effect, and who is eligible for appointment as a Non-Executive Independent Director of the Company for a term of five years commencing from February 13th 2026 to February 12[th] 2031 and who would not be liable to retire by rotation, be and is hereby approved.”

“RESOLVED FURTHER THAT the Board of Directors of the Company (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.”

NOTES:

1. The Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Act read with Rule 22 of the Rules stating material facts and reasons for the proposed resolution is annexed hereto and forms part of this Notice. The relevant details, pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking appointment as Non-Executive Independent Director are also annexed to this Notice.

2. In compliance with MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members or Register of Beneficial Owners as received from the Depositories/ integrated Registry Management Services Private Limited, the Company’s Registrar and Transfer Agents (“RTA”) as on 3[rd] April 2026 (“Cut-off date”) and whose e-mail addresses are registered with the Company/RTA/Depositories/Depository Participants (“DP") or who will register their email address in accordance with the process outlined in this Notice. If your e-mail address is not registered with the Company/RTA/Depositories/DPs, you may register on or before 13[th] April 2026, to receive this Postal Ballot Notice by completing the process for registration of e-mail address.

3. Relevant documents referred to in this Postal Ballot Notice and the Explanatory Statement are open for inspection by the Members at the Registered Office of the Company during business hours on all working days, until the last date of remote e-voting.

4. The Ordinary Resolution, if passed by requisite majority, will be deemed to have been passed on the last date of remote e-voting i.e. Tuesday, 12[th] May 2026.

INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E - VOTING:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

The voting period begins on Sunday, 12th April 2026 and ends on Monday, 11[th] May 2026 . During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 3[rd] April 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public noninstitutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

==> picture [506 x 640] intentionally omitted <==

----- Start of picture text -----

Type of Login Method
shareholders
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
Individual
authentication. The users to login to Easi / Easiest are requested to visit cdsl website
Shareholders
www.cdslindia.com and click on login icon & My Easi New (Token) Tab.
holding
securities in After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible
Demat mode companies where the evoting is in progress as per the information provided by company. On
with CDSL clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service
Depository 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.
If the user is not registered for Easi/Easiest, option to register is available at cdsl website
www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on registration
option.
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.
If you are already registered for NSDL IDeAS facility, please visit the e-Services website of
NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a
Individual
Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the
Shareholders
“Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen
holding
will open. You will have to enter your User ID and Password. After successful authentication,
securities in
you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services
demat mode
and you will be able to see e-Voting page. Click on company name or e-Voting service provider
with NSDL
name and you will be re-directed to e-Voting service provider website for casting your vote
Depository
during the remote e-Voting period.
If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
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
----- End of picture text -----

redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Individual You can also login using the login credentials of your demat account through your Depository Shareholders Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be (holding able to see e-Voting option. Once you click on e-Voting option, you will be redirected to securities in NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting demat mode) feature. Click on company name or e-Voting service provider name and you will be redirected login through to e-Voting service provider website for casting your vote during the remote e-Voting period. their Depository Participants (DP)

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. CDSL and NSDL

ogin through Depository i.e. CDSL and NSDL
Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at : 022 - 4886 7000 and 022 - 2499 7000

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

The shareholders should log on to the e-voting website www.evotingindia.com.

Click on “Shareholders” module.

Now enter your User ID

For CDSL: 16 digits beneficiary ID,

For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

Next enter the Image Verification as displayed and Click on Login.

If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

After entering these details appropriately, click on “SUBMIT” tab.

Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

Click on the EVSN for the relevant CRANES SOFTWARE INTERNATIONAL LIMITED on which you choose to vote.

On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; investorservices@cranessoftware.com , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like 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/RTA email id .

2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 21 09911

By Order of the Board of Directors

Bengaluru, 11[th] April 2026

Sd/Apeksha Nagori Company Secretary Membership Number : ACS 21952

EXPLANATORY STATEMENT

Pursuant to Sections 102 and 110 of the Companies Act, 2013 ("Act") The following statement sets out all material facts relating to the resolution to be passed as mentioned in the accompanying Notice.

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors has appointed Mr. Manoj Bawa (DIN 01282046) as an Additional Director and also as Non-Executive Independent Director of the Company for a term of five years commencing from February 13[th] 2026 to February 12[th] , 2031, not liable to retire by rotation, subject to the approval of the Members by way of a Ordinary Resolution.

Based on the skills, competence and expertise in understanding of global business dynamics, appreciation of long-term trends, strategic choices and experience in guiding and leading management teams, developing governance practices, the Board, on the recommendation of the Nomination and Remuneration Committee, has determined that the appointment of Mr. Manoj Bawa would be beneficial to the Company.

The Company has received a declaration from him to the effect that he meets the criteria of independence as provided in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). In terms of Regulation 25(8) of SEBI Listing Regulations, he has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. He has also confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

He has also confirmed that he is not disqualified from being appointed as Director, in terms of the provisions of Section 164 of the Act and is not debarred to hold the office of a Director by virtue of any order passed by SEBI or any other authority and has given his consent to act as a Director of the Company. There is no inter se relationship between him and any other member of the Board and other Key Managerial Personnel of the Company.

In the opinion of the Board, Mr. Manoj Bawa is a person of integrity, fulfils the conditions specified in the Act and the Rules made thereunder read with the provisions of the SEBI Listing Regulations, each as amended, and is independent of the management of the Company.

The terms and conditions of his appointment are available for inspection by the Members at the Registered Office of the Company during business hours on all working days, until the last date of remote e-voting.

Brief profile of Mr. Manoj Bawa is as follows:

Mr. Manoj Bawa is a seasoned strategy and finance leader with over 35 years of global experience across finance, corporate strategy, M&A, governance, and enterprise transformation. A Chartered Accountant and Commerce graduate, he has held multiple Global CFO and Board-level leadership roles across technology, consulting, healthcare, fintech, and manufacturing sectors. He has deep expertise in P&L management, fund raising, investor relations, financial planning, audits, and large-scale business

transformation, with a proven track record of working closely with Boards, PE investors, and global leadership teams.

Most recently, Mr. Manoj Bawa served as Global CFO and Whole-Time Director at ISG Novasoft Technologies Limited (ISGN), where he led enterprise finance, legal, governance, and strategic planning across global entities in the US, India, and Cayman Islands. He successfully executed multiple high-profile M&A transactions, including the sale of ISGN’s US operations to Sagent Lending Technologies and its India business to Indecomm Global Services (both Warburg Pincus portfolio companies). He also led group-level fund raises, investor due diligence, DRHP preparation for a potential IPO, and several transformation initiatives across finance, IT, and operations. Earlier in his career, he held senior leadership roles at Cisco Systems (India CFO), McAfee (Senior Director – Finance & Operations), and Avesthagen (Group CFO), and has also served as Founder & Chief Consultant at Lighthouse Consulting, advising startups and SMEs as a Consultant CFO and strategic advisor.

Mr. Manoj brings a rare blend of financial rigor, strategic vision, operational leadership, and transaction execution experience, making him a trusted partner to promoters, Boards, and investors in scaling and transforming businesses globally.

The details of directorship held by Mr. Manoj Bawa in other companies and other details are given in the Annexure to this Notice.

In compliance with the provisions of Section 149 read with Schedule IV to the Act and Regulations 17 and 25 of SEBI Listing Regulations and other applicable Regulations, the appointment of Mr. Manoj Bawa as Non-Executive Independent Director is now being placed before the Members for their approval by way of an Ordinary Resolution. The Board recommends the Ordinary Resolution as set out in this Notice for approval of the Members.

None of the Directors and Key Managerial Personnel of the Company and their respective relatives is, in any way, concerned or interested, in the Resolution as set out in this Notice.

Annexure:

Details of Director seeking appointment [In pursuance of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard – 2 on General Meetings]

==> picture [468 x 140] intentionally omitted <==

----- Start of picture text -----

Name Mr Manoj Bawa
DIN 01282046
Date of Birth and Age June 7, 1962 (63 years)
Date of first appointment February 13, 2026
Qualifications Chartered Accountant
Expertise in specific functional areas Wide experience in Finance, Corporate Strategy
Terms and Conditions of Appointment Appointment as a Non-Executive Independent Director for
a period of five years commencing from February 13, 2026,
to February 12, 2031, not liable to retire by rotation
Details of remuneration last drawn Not Applicable
----- End of picture text -----

==> picture [468 x 179] intentionally omitted <==

----- Start of picture text -----

Details of remuneration sought to be paid Sitting fees for attending Board and Committee Meetings,
if any, where he is a member.
-
Number of Board Meetings attended
during the Financial year 2025-26
Directorships held in other companies ISG Novasoft Technologies Limited
(excluding foreign companies)
-
Listed entities from which he has resigned
as Director in past 3 years
Memberships/ Chairmanships of -
committees of other companies
(excluding foreign companies)
-
Number of equity shares held in the
company
----- End of picture text -----

Bengaluru, 11[th] April 2026

By Order of the Board of Directors Sd/Apeksha Nagori Company Secretary Membership Number : ACS 21952