Endurance Technologies Limited — Proxy Solicitation & Information Statement 2026

Apr 29, 2026

ENDURANCE Complete Solutions

ENDURANCE TECHNOLOGIES LIMITED
2nd Floor, Kumar Solitaire,
S. No. 2168/218A/215A,
Near Aga Khan Palace, Shastri Nagar,
Nagar Road, Pune-411 006 (M.S.), India
Tel: +91-20-68284200
Fax: +91-20-26680894
Website: www.endurancegroup.com
CIN No. L34102MH1999PLC123296

29th April, 2026

BSE Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai - 400 001
BSE Code: 540153

National Stock Exchange of India Limited,
Exchange Plaza, Bandra-Kurla Complex,
Bandra (E), Mumbai - 400 051
NSE Code: ENDURANCE

Sub.: Notice of Postal Ballot of Endurance Technologies Limited
Ref.: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

Dear Sir / Madam,

This is further to our letter dated 16th April, 2026 informing, inter alia, about the decision of the Board of Directors of the Company to conduct Postal Ballot for obtaining approval of the Members for the proposed re-appointment of Mr. Anant Talaulicar (DIN: 00031051) as an Independent Director of the Company, for a second term of five consecutive years with effect from 12th July, 2026.

We are enclosing the Notice of Postal Ballot dated 16th April, 2026 (“Notice”) for record. Detailed statement setting out the material facts regarding the aforesaid proposed re-appointment and instructions for e-voting form part of the Notice.

In this regard, we inform you the following with respect to the corporate action of Postal Ballot:

1. Dispatch of Notice has commenced through electronic mode today i.e. on 29th April, 2026 to its Members whose name appeared in the Register of Members / Beneficial Owners as of the close of business hours on Friday, 24th April, 2026 (“Cut-off Date”) and whose e-mail addresses are registered in the records of the Company or any of the Depositories on Cut-off Date.
2. The Company has engaged the services of National Securities Depository Limited (“NSDL”) for the purpose of providing remote e-voting facility to its Members.
3. The remote e-voting shall commence at 9.00 a.m. (IST) on Monday, 4th May, 2026 and end at 5.00 p.m. (IST) on Tuesday, 2nd June, 2026. The remote e-voting module shall be disabled thereafter, and voting shall not be allowed beyond the said time and date.
4. Results of Postal Ballot will be declared not later than Thursday, 4th June, 2026.

CERTIFIED
ISO 9001
REGD. OFFICE: E-92, M.I.D.C. INDUSTRIAL AREA, WALUJ, CHH. SAHIBHAUNAGAR-431136 (MAHARKSHTRA), INDIA
PHONE NO.: +91-240-2569600, 2554902, FAX: +91-240-2569703
EMAIL: corporate@endurance.co.in

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The Notice is also being made available on website of the Company at www.endurancegroup.com and the website of NSDL at www.evoting.nsdl.com.

You are requested to take this intimation on record.

Thanking you.

Yours faithfully,

For Endurance Technologies Limited

SUNIL
NARESH
LALAI

Digitally signed by
SUNIL NARESH
LALAI
Date: 2026.04.29
12:24:05 +05'30'

Sunil Lalai
Company Secretary, Compliance Officer and Head – Legal
Membership No.: A8078

Encl.: As above

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ENDURANCE TECHNOLOGIES LIMITED

CIN: L34102MH1999PLC123296

Regd. Office: E-92, MIDC Industrial Area, Waluj,

Chh. Sambhajinagar - 431 136, Maharashtra

Phone No.: 0240 2569737, Fax No.: 0240 2569703

Website: www.endurancegroup.com, E-mail: investors@endurance.co.in

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014]

TO THE MEMBERS OF THE COMPANY

Notice is hereby given that pursuant to the provisions of Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 ("Act"), Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("Rules"), including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereto, for the time being in force and in accordance with the applicable guidelines / circulars / rules prescribed by the Ministry of Corporate Affairs ("MCA") and the Securities and Exchange Board of India ("SEBI") for holding general meetings / conducting postal ballot through e-voting including General Circular No. 03/2025 dated 22nd September, 2025 issued by MCA and other relevant circulars issued from time to time, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30th January, 2026 ("SEBI Master Circular"), Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India and any other applicable laws and regulations, if any, approval of the Members of the Company is being sought for the proposal contained in the resolution set out in this Notice of Postal Ballot ("Notice").

In compliance with the aforesaid, Notice is being sent by the Company through electronic mode to its Members who have registered their e-mail addresses with the Company, the Registrar and Transfer Agent ("RTA") or their respective Depository Participants ("DPs"). Hard copy of the Notice along with Postal Ballot form and prepaid business reply envelope will not be sent to the Members for this Postal Ballot and they are required to communicate their assent or dissent through electronic means by remote e-voting system only. This Postal Ballot is accordingly being initiated in compliance with the circulars issued by MCA, SEBI and the Listing Regulations.

Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company, at its meeting held on 16th April, 2026 has appointed Mrs. Sarika Kulkarni, Practicing Company Secretary (Membership No. F8478 and COP No. 9045) and in her absence, Mr. Jayavant Bhave, Practicing Company Secretary (Membership No. F4266 and COP No. 3068), as the Scrutiniser for conducting the Postal Ballot in a fair and transparent manner.

The Company is pleased to offer e-voting facility to its Members to cast votes by electronic means. Members are requested to read the instructions in the Notes under the section "Voting through remote e-voting facility" at Sr. No. 16 in this Notice to cast vote by electronic means. The Company has appointed National Securities Depositories Limited ("NSDL") to provide remote e-voting facility to the Members. The remote e-voting facility is available from 9.00 a.m. (IST) on Monday, 4th May, 2026 up to 5.00 p.m. (IST) on Tuesday, 2nd June, 2026. The e-voting will not be allowed beyond the aforesaid date and time, and the e-voting module shall be forthwith disabled by NSDL upon expiry of the aforesaid period. Members are requested to cast their vote

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REGD. OFFICE: E-92, M.I.D.C. INDUSTRIAL AREA, WALUJ, CHH. SAMBHALINAGAR-431136 (MAHARASHTRA), INDIA

PHONE NO.: +91-240-2569600, 2554902, FAX: +91-240-2569703

EMAIL: corporate@endurance.co.in

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within aforesaid date and time, failing which it will be considered that no vote has been received.

Based on the Scrutiniser’s report, results of remote e-voting will be declared on or before Thursday, 4th June, 2026 i.e. within two (2) working days from close of voting period. The declared results, along with the Scrutiniser’s report, will be available forthwith on website of the Company i.e. www.endurancegroup.com under the section ‘Investor Relations’ and will also be forwarded to BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”), where equity shares of the Company are listed. NSDL, who has provided the platform for facilitating remote e-voting, will also display results on its website i.e. www.evoting.nsdl.com.

Special Business:

Re-appointment of Mr. Anant Talaulicar (DIN: 00031051) as an Independent Director of the Company

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), and the Companies (Appointment and Qualifications of Directors) Rules, 2014 (“Rules”) and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and amendments thereto [including any statutory modification(s) and / or re-enactment(s) thereof, for the time being in force], and in accordance with the Articles of Association of the Company, and as recommended by the Nomination and Remuneration Committee and the Board of Directors of the Company (“Board”), Mr. Anant Talaulicar (DIN: 00031051), who was appointed as an Independent Director and holds office up to and including 11th July, 2026, and being eligible, be and is hereby re-appointed as an Independent Director on the Board, not liable to retire by rotation, to hold office for a second term of five consecutive years commencing 12th July, 2026 up to and including 11th July, 2031.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 197 and other applicable provisions of the Act and the Rules, Mr. Anant Talaulicar be paid such fees and remuneration by way of commission, as the Board may approve, from time to time, and subject to such limits prescribed or as may be prescribed, from time to time.

RESOLVED FURTHER THAT the Board [including any Committees(s) thereof and / or any of the Director(s) and / or official(s) of the Company, duly authorised by the Board] be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this resolution.”

By Order of the Board of Directors

Date: 16th April, 2026
Place: Mumbai

Sunil Lalai
Company Secretary, Compliance Officer
and Head - Legal
Membership No.: A8078

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NOTES:

1. A statement setting out the material facts pursuant to Section 102 and other applicable provisions, if any, of the Act pertaining to the resolution on the re-appointment of Mr. Anant Talaulicar as an Independent Director, is annexed herewith.

2. In compliance with the circulars issued by MCA and SEBI, as referred above, the Company is sending this Notice to the Members in electronic form only. The communication of assent or dissent of the Members shall take place through the process of remote e-voting only.

3. The Notice is being sent only through e-mail to those Members whose names appear in the Register of Members of the Company or the Register of Beneficial Owners maintained by the depositories viz. National Securities Depository Limited ("NSDL") or Central Depository Services (India) Limited ("CDSL") as on Friday, 24th April, 2026 ("Cut-off Date") and whose e-mail IDs are registered in the records of the Company or the Depositories, as on the Cut-off Date.

Members may note that the Notice is also available on website of the Company i.e. www.endurancegroup.com, websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com, respectively, and also on the website of NSDL at www.evoting.nsdl.com.

A person who is not a Member as on the Cut-off Date should treat this Notice for information purpose only.

1. After dispatch of the Notice through e-mail, advertisement shall be published in one English daily newspaper having country-wide circulation and in one Marathi newspaper, having wide circulation in Chh. Sambhajinagar and will also be uploaded on website of the Company i.e. www.endurancegroup.com.

2. Members desirous of receiving communication from the Company in electronic form are requested to approach their DPs to register their e-mail IDs in their demat account details as per the process defined by the respective DPs.

3. The voting rights of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off Date.

4. All document(s) mentioned in the Notice will be available for electronic inspection without any fee, on all working days from the date of circulation of this Notice up to the date of conclusion of remote e-voting period i.e. up to 2nd June, 2026. Members who wish to inspect the relevant document(s) may send an e-mail to investors@endurance.co.in by mentioning their DP ID and Client ID, and the documents they wish to inspect.

5. The last date specified in this Notice for e-voting shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

6. Entire shareholding of the Company held by Members is in dematerialised form.

7. Contact details of the person responsible to address the queries / grievances connected with the voting by electronic means, if any:

i. Mr. Sunil Lalai, Company Secretary, Compliance Officer and Head - Legal, Endurance Technologies Limited, E-92, MIDC Industrial Area, Waluj, Chh. Sambhajinagar - 431 136, Maharashtra, Contact: +91 (240) 2569737, E-mail: investors@endurance.co.in.

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ii. Mr. Sagar Gudhate, Senior Manager – NSDL at evoting@nsdl.com. In case of any queries, Members may refer the Frequently Asked Questions (FAQs) and e-voting user manual available in the ‘download’ section at www.evoting.nsdl.com or call on toll free no.: 022 - 4886 7000.

1. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address, any other details or demise of any Member, as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the DPs concerned and holdings should be verified, from time to time.

2. Non-resident Indian Members are requested to inform of the following, immediately, to the Company or its RTA or the DPs concerned, as the case may be:

a) change in residential status on return to India for permanent settlement; and
b) particulars of the NRE account with a bank in India, if not furnished earlier.

1. Investors Education and Protection Fund Authority (“IEPFA”) has launched a campaign viz, “Saksham Niveshak”, to reach out to Members whose dividends remain unclaimed or Know your Customer (“KYC”) records are not updated.

In view of the above, Members concerned are requested to claim dividends and / or update KYC details at the earliest, to avoid transfer of entitlements to IEPFA. For updating KYC, relevant form(s) can be downloaded from https://web.in.mpms.mufg.com/KYC-downloads.html. Kindly submit the same duly filled and signed with the Company’s RTA at:

MUFG Intime India Private Limited
Unit: Endurance Technologies Limited
C 101, 1st Floor, C Tower, 247 Park, L B S Marg,
Vikhroli West, Mumbai – 400 083
Contact No.: (0) 810 811 6767; Toll-free No.: 1800 1020 878
E-mail: investor.helpdesk@in.mpms.mufg.com

Details of unclaimed dividend / shares that are due for transfer to IEPFA are available at https://www.endurancegroup.com/investor-relation/unclaimed-unpaid-dividends/.

In case of any queries, Members may reach out to the Company at investors@endurance.co.in or raise service request with RTA at https://web.in.mpms.mufg.com/helpdesk/Service_Request.html or can also register and track requests on RTA’s SWAYAM portal at https://swayam.in.mpms.mufg.com.

1. The Scrutiniser shall after conclusion of remote e-voting, submit report to the Chairman of the Company or the person authorised by him. The result of Postal Ballot will be declared by the Chairman or the official authorised by him, in this regard, not later than Thursday, 4th June, 2026 i.e. within two working days of the conclusion of remote e-voting.

2. The result in respect of the resolution as set out in the Notice, so declared, along with the Scrutiniser’s report will be communicated to the Stock Exchanges, not later than Thursday, 4th June, 2026 and will be uploaded on the website of the Company i.e. www.endurancegroup.com and of NSDL i.e. www.evoting.nsdl.com. The said results will also be displayed at the Registered Office of the Company.

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16. INSTRUCTIONS FOR MEMBERS ON REMOTE E-VOTING:

The procedure to vote electronically on NSDL e-voting system consists of “Two Steps” as mentioned below:

Step 1: Access to NSDL e-voting system

A. Login method for e-voting for individual Members holding securities in demat form

In terms of the SEBI circular dated 9th December, 2020 on e-voting facility to be provided by listed companies, individual Members holding securities in demat mode are allowed to vote through their demat account maintained with DPs. Members are advised to update their mobile number and e-mail id in their demat accounts in order to access e-voting facility.

Login method for individual Members holding securities in demat mode:

Type of Members	Login Method
Individual Members holding securities in demat mode with NSDL	1. For OTP based login, click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. Enter your 8-character DP ID, 8-digit Client Id, PAN, verification code and generate OTP. Enter the OTP received on registered e-mail id / mobile number and click on login. After successful authentication, you will be redirected to NSDL site wherein you can see e-voting page. Click on the 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 remote e-voting period.
2. Existing IDeAS user can visit the e-Services website of NSDL viz. https://eservices.nsdl.com/ either on a computer or on mobile. On the e-Services home page, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt the Member to enter his / her existing User ID and Password. After successful authentication, Member will be able to see e-voting services under Value Added Services. Click on “Access to e-voting” under e-voting services and Member will be able to see e-voting page. Click on the Company’s name or e-voting service provider i.e. NSDL and Member will be redirected to e-voting website of NSDL for casting his / her vote during the remote e-voting period.
3. If a Member 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.
4. Visit e-voting website of NSDL. Open web browser by typing www.evoting.nsdl.com either on a computer or on a mobile. Once home page of e-voting system is launched, click on icon “Login” available under ‘Shareholder / Member’ section. A new screen will open. Member to enter his / her User ID (i.e. Member’s 16-character demat account number held with NSDL), Password / OTP and a verification code as shown on screen. After successful authentication, Member will be redirected to NSDL site wherein Member will be able to see e-voting page. Click on Company name or e-voting service provider i.e. NSDL and Member will be redirected to e-voting website of NSDL for casting his / her vote during remote e-voting period.

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Type of Members	Login Method
	5. Members can also download NSDL Mobile App “NSDL Speed-e” facility by scanning QR code mentioned below for seamless voting experience. NSDL Mobile App is available on App Store Google Play
Individual Members 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 further authentication. Users to login Easi / Easiest are requested to visit CDSL website - www.cdslindia.com and click on login icon and New System Myeasi Tab and use existing my easi username and password. 2. After successful login, Easi / Easiest user will be able to see e-voting option for eligible companies where e-voting is in progress as per information provided by the Company. Upon clicking e-voting option, user will be able to see e-voting page of NSDL for casting his / her vote during remote e-voting period. Additionally, links are also provided to directly access website of all e-voting service providers. 3. If user is not registered for Easi / Easiest, option to register is available at website of CDSL i.e. www.cdslindia.com by clicking on login and new system Myeasi Tab and then click on registration option. 4. Alternatively, user can directly access e-voting page by providing Demat account number and PAN from an e-voting link available on www.cdslindia.com home page. The system will authenticate user by sending OTP on registered mobile and e-mail id as recorded in demat account. After successful authentication, user will see e-voting option where e-voting is in progress and will also be able to directly access system of all e-voting service providers.
Individual Members (holding securities in demat mode) login through their DPs	Users can also login using login credentials of his / her demat account through their respective DP registered with NSDL / CDSL for e-voting facility. Upon logging in, user will be able to see e-voting option. Click on e-voting option and user will be redirected to the site of respective depository after successful authentication, wherein e-voting feature can be accessed. Click on name of the Company or that of e-voting service provider i.e. NSDL and Member will be redirected to e-voting website of NSDL for casting vote.

Important note:

Members who are unable to retrieve User ID / Password are advised to use 'Forgot User ID' and 'Forgot Password' options available on website of respective depositories viz. NSDL at www.evoting.nsdl.com and CDSL at www.cdslindia.com.

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Helpdesk for individual Members holding securities in demat mode for technical issues relating to login through depository i.e. NSDL or CDSL:

Login type	Helpdesk details
Individual Members holding securities in demat mode with NSDL	Members facing technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at toll free no.: 022 - 4886 7000
Individual Members holding securities in demat mode with CDSL	Members facing 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

B. Login method for e-voting for Members other than individual Members holding securities in demat mode

Procedure for logging-in to e-voting website of NSDL

1. Visit e-voting website of NSDL. Open web browser by typing www.evoting.nsdl.com either on computer or on mobile.
2. Once home page of e-voting system is launched, click on icon “Login” under ‘Shareholder / Member’ section.
3. A new screen will open. Members to enter their User ID, Password / OTP and verification code as shown on screen.

Alternatively, if Member is registered for NSDL e-SERVICES i.e. IDeAS, it can log-in at https://eservices.nsdl.com/ with existing IDeAS login. Once Member logged-in to NSDL e-SERVICES after using log-in credentials, click on e-voting and proceed to Step 2 i.e. Instructions to cast vote electronically on NSDL’s e-voting system.

1. User ID details for Members:

Manner of holding shares i.e. Demat (NSDL or CDSL)	User ID:
For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID
For example, if Member’s DP ID is IN300 and Client ID is 12 then Member’s user ID is IN30012.
For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID
For example, if Member’s Beneficiary ID is 12 then Member’s user ID is 12

1. Password details for Members other than individual Members:

a) Members who have already registered for e-voting, can use their existing password to login and cast vote.
b) If Member is using NSDL e-voting system for first time, ‘initial password’ will have to be retrieved which is communicated to the Member in the manner mentioned below. Once ‘initial password’ is retrieved, enter the same and system will prompt the Member to change password.
c) Manner to retrieve ‘initial password’:

(i) If Member’s e-mail id is registered in its demat account or with the Company, ‘initial password’ is communicated to the Member on registered e-mail id through encrypted file. Password to open.pdf

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file is Member's 8-digit Client ID for NSDL account, last 8 digits of Client ID for CDSL account. The .pdf file contains Member's 'User ID' and 'initial password'.

(ii) If Member's e-mail id is not registered, please follow steps mentioned below.

1. If Member is unable to retrieve password or has not received 'Initial password' or has forgotten password, please follow steps below:

a) Click on "Forgot User Details/Password?" option available on www.evoting.nsdl.com.
b) If Member is still unable to get password, he / she can send request at evoting@nsdl.com mentioning demat account number, PAN, name and registered address.
c) Members can also use OTP based login for casting votes on e-voting system of NSDL.

1. After entering password, select checkbox 'Agree' to "Terms and Conditions".
2. Click on "Login" option.
3. Thereafter, home page of e-voting will open.

Step 2: Instructions to cast vote electronically on NSDL's e-voting system:

1. After successful login at Step 1, Members will be able to see all companies "EVEN" where he / she is Member and whose voting is active.
2. Select "EVEN" of the Company.
3. Member will be ready to cast vote as soon as e-voting page opens.
4. Member can cast vote by selecting appropriate option i.e. assent or dissent, verify / modify number of shares for which the Member wishes to cast vote and click on "Submit" and also "Confirm" when prompted.
5. Upon confirmation, message "Vote cast successfully" will be displayed.
6. Member can also take printout of votes cast by them by clicking on print option on confirmation page.
7. Once vote on resolution is confirmed, Member will not be allowed to modify the same.

General Guidelines for Members

A. Institutional Members (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned copy in .pdf / .jpg format of relevant Board Resolution / Power of Attorney / Letter of Authority, etc. with attested specimen signature of duly authorised signatory(ies) who are authorised to vote in terms of Section 113 of the Act, by e-mail to the Company at investors@endurance.co.in, or to the Scrutiniser at sarika@skapcs.com with a copy marked to evoting@nsdl.com. Institutional Members (i.e. other than individuals, HUF, NRI, etc.) can upload Board Resolution / Power of Attorney / Letter of Authority, etc. by clicking on "Upload Board Resolution / Letter of Authority" displayed under "e-voting" tab in their login.

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B. It is recommended not to share password with any other person and keep the same confidential. Login to e-voting website will be disabled upon five unsuccessful attempts to key in correct password. In such event, user will need to go through "Forgot User Details / Password?" or "Physical User Reset Password?" options as available on www.evoting.nsdl.com, to reset password.

Procedure for Members whose e-mail ids are not registered with the Depositories for procuring user ID and password, and registration thereof for e-voting for resolution set out in this Notice:

1. Please provide DP ID and Client ID, name, client master or copy of consolidated account statement, self-attested scanned copy of PAN, self-attested scanned copy of Aadhaar Card to investors@endurance.co.in. If Member is an individual holding securities in demat mode, he / she is requested to refer login method explained at Step 1 (A) i.e. Login method for e-voting for individual Members holding securities in demat mode.

2. Alternatively, Members may send request to evoting@nsdl.com for procuring user ID and password for e-voting by providing above mentioned documents.

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ANNEXURE TO THE NOTICE

A Statement pursuant to Section 102 of the Companies Act, 2013 setting out all the material facts relating to resolution proposed in the Notice.

Re-appointment of Mr. Anant Talaulicar (DIN: 00031051) as an Independent Director of the Company

Pursuant to Section 149 of the Companies Act, 2013 ("Act") read with the Companies (Appointment and Qualifications of Directors) Rules, 2014 ("Rules") the Members had appointed Mr. Anant Talaulicar as an Independent Director on the Board of Directors of the Company ("Board"), for a term of five consecutive years with effect from 12th July, 2021. His term of appointment shall expire on 11th July, 2026.

Based on the recommendation of the Nomination and Remuneration Committee and after taking into account the performance evaluation of Mr. Talaulicar, the Board is of the view that his continued association as an Independent Director would be beneficial and in the larger interest of the Company. Considering his knowledge, acumen, expertise and the contribution made by him during his tenure as an Independent Director, the Board recommends re-appointment of Mr. Talaulicar for a second term of five consecutive years.

In this regard, the Company has received Notices under Section 160(1) of the Act from Members proposing his re-appointment as a Director of the Company.

Information relating to Mr. Talaulicar including his profile is mentioned below for perusal of the Members:

Name	Mr. Anant Talaulicar
DIN	00031051
Date of appointment	Mr. Talaulicar was appointed as an Independent Director on the Board for the first term of five consecutive years with effect from 12th July, 2021.
Date of Birth / Age	11th July, 1961 / 64 years
Designation	Non-executive Independent Director
Qualification(s)	• Master’s degree in:
> Mechanical Engineering from the University of Michigan, USA;
> Business Administration from Tulane University, Louisiana, USA; and
• Bachelor’s degree in Mechanical Engineering from Mysore University, India.
Experience and nature of expertise / Brief Resume	Mr. Anant Talaulicar has close to four decades of experience serving in multifaceted leadership roles in the Cummins Group, both in the United States of America (“USA”) and in India.
Having worked in the USA for 16 years across roles including financial analyst, manufacturing engineer, project manager, product manager, strategy manager, he took

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	various general management positions. Thereafter, he returned to India in March 2003 as Joint Managing Director of Cummins India Limited. During his tenure with the Cummins Group, he served as a member of the Cummins Inc. global leadership team, Chairman & Managing Director of Cummins Group in India, and the President of Cummins Inc. Components Group. He has also served as the Managing Director of Tata Cummins Private Limited, a joint venture between Cummins Inc. and Tata Motors Limited. He has chaired the boards of four other Cummins entities in India as well. Further, he also held directorships in other entities viz. Birlasoft Limited, Force Motors Limited and Pinnacle Industries Limited. He has served as a member of the Confederation of Indian Industry, Society of Indian Automobile Manufacturers and Automobile Components Manufacturers Association, in the past. He currently serves on the Boards of various public and listed companies including as an Independent Director. He is associated with S P Jain Institute of Management & Research as Executive in Residence. He is also a founding member of Ushajaivant Foundation and serves on the Board of Trustees of Lila Poonawala Foundation and Matruchhaya Trust.
Nature of skills / expertise / competence in specific areas of the Company	i. Domain knowledge in auto / auto components industry
ii. Strategy and Planning,
iii. Business Management,
iv. Financial knowledge and expertise,
v. Technology and Research & Development
Relationship with other Directors and Key Managerial Personnel of the Company	None
Directorship(s) in other listed companies	i. The Hi-Tech Gears Limited;
ii. India Nippon Electricals Limited;
iii. Everest Industries Limited;
iv. KPIT Technologies Limited
Membership / Chairmanship in Committees of the Company	Audit Committee - Member

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Membership / Chairmanship of Committees of other companies as on 31st March, 2026	i. India Nippon Electricals Limited: a. Audit Committee - Chairman b. Nomination and Remuneration Committee - Member c. Risk Management Committee - Chairman ii. Everest Industries Limited: a. Audit Committee - Member b. Nomination and Remuneration Committee - Member c. Risk Management Committee - Member d. Stakeholders' Relationship Committee - Member e. Corporate Social Responsibility Committee - Chairman f. Banking Facility Committee - Member iii. KPIT Technologies Limited: a. Audit Committee - Member b. Nomination and Remuneration Committee - Chairman c. Risk Management Committee - Member d. Corporate Social Responsibility - Chairman e. Stakeholders' Relationship Committee - Member iv. Jakson Limited: a. Audit Committee - Member b. Nomination and Remuneration Committee - Chairman v. Jakson Engineers Limited: a. Audit Committee - Member b. Nomination and Remuneration Committee - Chairman vi. Jakson Green Limited: a. Nomination and Remuneration Committee - Chairman
Shareholding in the Company	None
Attendance at Board meetings held during the financial year 2025-26	Seven meetings of the Board were held and Mr. Talaulicar attended all of them.
Remuneration drawn	➢ Remuneration by way of commission of Rs. 32 lakh (for financial year 2024-25); and ➢ Sitting fees of Rs. 6 lakh for attending Board and Committee meetings (for financial year 2025-26).

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Terms and conditions of appointment	Re-appointment for a second term of five consecutive years commencing from 12th July, 2026 up to and including 11th July, 2031, on the Board. He shall be entitled to such fees and remuneration by way of commission as the Board may approve, from time to time and subject to such limits prescribed or as may be prescribed, from time to time.
Listed entities from which Mr. Talaulicar resigned as director in past three years	None

The Board is of the opinion that Mr. Talaulicar fulfils the conditions specified in the Act for his re-appointment as an Independent Director.

Mr. Talaulicar has given a declaration to the Board that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the Company has also received the following declarations / confirmations from him:

i. consent in writing to act as Director;
ii. declaration that he is not disqualified under Section 164(2) of the Act; and
iii. declaration to the effect that he is not debarred from holding the office of Director pursuant to any order issued by SEBI or any other such authority.

The Board is of the view that considering his rich experience, his continued association during the second term of five consecutive years, shall be of immense significance and value to the Company.

A copy of the draft letter for re-appointment of Mr. Talaulicar as an Independent Director, setting out the terms and conditions of re-appointment, will be available for electronic inspection without any fee by the Members, on working days from the date of circulation of this Notice up to the conclusion of remote e-voting i.e. up to 2nd June, 2026. Members seeking to inspect the same can send an e-mail to investors@endurance.co.in.

Accordingly, the Board recommends Special Resolution set out in this Notice, pertaining to re-appointment of Mr. Talaulicar as an Independent Director, not liable to retire by rotation, for approval of the Members.

None of the Directors and / or Key Managerial Personnel of the Company and / or their relatives, except Mr. Talaulicar, are deemed to be concerned or interested in the said resolution.

By Order of the Board of Directors

Date: 16th April, 2026
Place: Mumbai

Sunil Lalai
Company Secretary, Compliance Officer
and Head - Legal
Membership No.: A8078

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