POSTAL BALLOT NOTICE

Pursuant to Section 110 of the Companies Act, 2013 ('Act') read with the Companies (Management and Administration) Rules, 2014 ('Rules') each as amended, and the applicable Circulars issued by the Ministry of Corporate Affairs ('MCA'),

VOTING STARTS ON	VOTING ENDS ON
Wednesday, April 29, 2026 at 9:00 a.m. (IST)	Thursday, May 28, 2026 at 5:00 p.m. (IST)

Dear Members,

NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), read with Rules 20 and 22 of the Rules, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India ('SS-2'), each as amended, and in accordance with the requirements prescribed by the MCA for holding general meetings/ conducting postal ballot process through e-voting vide General Circular No. 03/2025 dated September 22, 2025 to transact the Special Business as set out hereunder by passing Ordinary Resolutions by way of postal ballot only, by voting through electronic means ('remote e-voting').

Pursuant to Sections 102, 110 and other applicable provisions of the Act, the statement pertaining to the said Resolutions setting out the material facts and the reasons/ rationale thereof is annexed to this Postal Ballot Notice ('Notice') for your consideration and forms part of this Notice.

In compliance with the aforesaid MCA Circulars, this Notice is being sent only through electronic mode to those Members whose email addresses are registered with Geekay Wires Limited ('the Company') the Company's Registrar to an Issue and Share Transfer Agent ('RTA') / National Securities Depository Limited ('NSDL') and/or Central Depository Services (India) Limited ('CDSL'), (NSDL and CDSL collectively 'Depositories'). Accordingly, a physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place only through the remote e-voting.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules, MCA Circulars and SS-2, the Company has engaged the services of Bigshare Services Private Limited for the purpose of providing remote e-voting facility to its Members to enable them to cast their votes electronically. The instructions and detailed procedure for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company at https://www.geekaywires.com.

Members desiring to exercise their vote through the remote e-voting process are requested to carefully read the instructions indicated in the 'Notes' section of this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice for casting of votes by remote e-voting not later than 5:00 p.m. (IST) on Thursday, May 28, 2026. The remote e-voting facility will be disabled immediately thereafter.

MAX

MAK

Works : Unit-I : 300/A, Isnapur Village, Pashamylaram Road, Sangareddy District, Telangana - 502 307.

Unit-II: Sy. No. 288/A1/2, 288/A2, 289/AA, 290/A2, 290/A1/2, 291/A1, 300/EE1/2, Shankarampet-R Village, Shankarampet-R Mandal, Medak Dist., Telangana-502 248.

SPECIAL BUSINESS

TO INCREASE THE LIMITS OF BORROWING BY THE BOARD OF DIRECTORS OF THE COMPANY LIMITS U/S 180(1)(c)

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

"RESOLVED THAT pursuant to the provisions of Section 179 and Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, read with and the Companies (Meetings of Board and its Powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof), and any other applicable laws and the provisions of the Articles of Association of the Company, consent of the Members be and is hereby accorded to the Board of Directors (hereinafter referred to as the 'Board', which term shall be deemed to include any Committee thereof which the Board may hereinafter constitute to exercise its powers including the powers conferred by this Resolution) to borrow from time to time, any sum or sums of monies, which together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business), may exceed the aggregate of the paid-up capital of the Company, its free reserves and securities premium, provided that the total amount so borrowed by the Board shall not at any time exceed Rs. 500 Crores (Rupees Five Hundred Crores Only) or the limits so prescribed under Section 180(1)(c) of the Act, whichever is higher."

"RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby authorised to take all such necessary steps and actions as may be deemed expedient to give effect to this resolution including signing, execution of all such necessary documents and filings with concerned authorities as may be required in this regard."

TO APPROVE AUTHORISATION TO BOARD OF DIRECTORS FOR CREATION OF CHARGE / MORTGAGE ON ASSETS, PROPERTIES OR UNDERTAKING(S) OF THE COMPANY U/S 180(1)(a)

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

"RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, read with the rules made thereunder (including any statutory modification(s) or re-enactment thereof), and subject to the approval of the members of the Company, consent of the Board of Directors be and is hereby accorded to mortgage, hypothecate and/or create charge, in addition to the existing charges, in such form and manner and with such ranking and at such time(s) and on such terms and conditions as the Board may deem fit, on all or any part of the movable and/or immovable properties of the Company, both present and future, and/or on the whole or any part of the undertaking(s) of the Company, wherever situated in favour of banks, financial institutions, investors, bond holders, debenture trustees or any other lenders to secure the amount borrowed by the Company or subsidiary (ies) of the Company from time to time for the due re-payment of the principal and/or together with interest, charges, costs, expenses and all other monies payable by the Company in respect of the said borrowings provided that the aggregate indebtedness so secured by the Assets do not at any time exceed the value of limits approved by the members under Section 180(1)(c) of the Act."

TO APPROVE MATERIAL RELATED PARTY TRANSACTION(S) WITH GEEKAY WIRES LIMITED, (USA)

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

"RESOLVED THAT pursuant to Regulations 2(1)(zc), 23(4) and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the applicable provisions of the Companies Act, 2013 ('Act') read with the related rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and other applicable laws/ statutory provisions, if any, and the Company's Policy on Related Party Transactions, each as amended, the consent of the Members be and is hereby accorded to the Board of Directors of the Company

(hereinafter referred to as the 'Board', which term shall be deemed to include any Committee constituted / empowered / to be constituted by the Board from time to time to exercise its powers conferred by this resolution) to continue with the existing contract(s)/ arrangement(s)/transaction(s) and/or enter into and/or carry out new contract(s)/ arrangement(s)/transaction(s) (whether by way of an individual transaction or transactions taken together or series of transactions or otherwise), as detailed in the Explanatory Statement with Geekay Wires Limited, (USA), a related party of the Company, as per the details set out in the explanatory statement annexed to this notice, notwithstanding the fact that the aggregate value of all these transaction(s), whether undertaken directly by the Company may exceed the prescribed thresholds as per provisions of the SEBI Listing Regulations as applicable from time to time, provided, however, that the said contract(s)/ arrangement(s)/ transaction(s) shall be carried out at an arm's length basis and in the ordinary course of business of the Company.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do and perform all such acts, deeds, matters and things, as may be necessary and expedient, including finalising the terms and conditions, methods and modes in respect thereof and finalising and executing necessary documents, including contract(s), scheme(s), agreement(s) and such other documents, file applications and make representations in respect thereof and seek approval from relevant authorities, including Governmental authorities in this regard and deal with any matters, take necessary steps as the Board may, in its absolute discretion deem necessary, desirable or expedient, to give effect to this resolution and to settle any question that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members or otherwise to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s) or Chief Financial Officer or Company Secretary or any other Officer(s)/Authorised Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution.

RESOLVED FURTHER THAT all actions taken by the Board, or any person so authorised by the Board, in connection with any matter referred to or contemplated in the foregoing resolution, be and are hereby approved, ratified and confirmed in all respects."

Notes:

The relevant Explanatory Statement pursuant to Section 102 read with Section 110 of the Act and Rules 20 and 22 of the Rules, each as amended, setting out the material facts relating to the aforesaid Resolutions and the reasons thereof, is annexed hereto and forms part of this Notice.
In compliance with the MCA Circular, the Company is sending this Notice only in electronic form to those Members whose names appear in the Register of Members/List of Beneficial Owners as received from the Depositories/RTA as on Friday 24th April, 2026 ('cut-off date') and whose email addresses are registered with the Company/ RTA/ Depositories or who will register their email address in accordance with the process outlined in this Notice. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date.
Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the cut-off date shall be eligible to cast their votes through postal ballot by remote e-voting. A person who is not a Member on the cut-off date should treat this Notice for information purposes only. It is however clarified that, all Members of the Company as on the cut-off date (including those Members who may not have received this Notice due to non-registration of their email addresses with the Company/RTA/Depositories) shall be entitled to vote in relation to the aforementioned Resolutions in accordance with the process specified in this Notice.
The Company is providing remote e-voting facility to its Members, to enable them to cast their votes electronically. The detailed procedure with respect to remote e-voting is mentioned as part of this Notice.
The remote e-voting shall commence on Wednesday, April 29, 2026 at 9:00 a.m. (IST) and shall end on Thursday, May 28 2026 at 5:00 p.m. (IST) During this period, Members of the Company holding shares in physical or electronic form as on the cut-off date may cast their vote electronically.

Type of shareholders	Login Method
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 URL for users to login to Easi/Easiest is https://web.cdslindia.com/myeasitoken/home/login or visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use 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 BIGSHARE the e-Voting service provider and you will be re-directed to i-Vote website for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. BIGSHARE, 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 https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration
4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a link https://evoting.cdslindia.com/Evoting/EvotingLogin 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. Click on BIGSHARE and you will be re-directed to i-Vote website for casting your vote during the remote e-voting period.
Individual Shareholders holding securities in demat mode with NSDL	1) 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 Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name BIGSHARE and you will be re-directed to i-Vote website for casting your vote during the remote e-Voting period.
2) 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
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name BIGSHARE and you will be redirected to i-Vote website for casting your vote during the remote e-Voting period.
4) 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 with all e-Voting Service Providers. Click on BIGSHARE and you will be re-directed to i-vote (E-voting website) for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
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. After Successful login, you will be able to see e-Voting option. Once you 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 name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page with all e-Voting Service Providers. Click on BIGSHARE and you will be re-directed to i-vote (E-voting website) for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

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. After Successful login, you will be able to see e-Voting option. Once you 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 name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

A copy of this Notice is also available on the website of the Company at https://www.geekaywires.com/, and National Stock Exchange of India Limited ('NSE') at www.nseindia.com, on which the equity shares of the Company are listed also available on the website of e-voting agency i.e. Bigshare Services Pvt Ltd at https://ivote.bigshareonline.com
The vote in this Postal Ballot cannot be exercised through proxy.
Members desirous of inspecting the documents referred to in the Notice or Explanatory Statement may send their requests to [email protected] from their registered email addresses mentioning their name, folio numbers/DP ID and Client ID, until the last date of remote e-voting of this Postal Ballot.

E-VOTING INSTRUCTIONS FOR POSTAL BALLOT ARE AS UNDER:

i. The voting period begins Wednesday, April 29, 2026 at 9:00 a.m. (IST) and shall end on Thursday, May 28, 2026 at 5:00 p.m. (IST). 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 Friday, April 24, 2026 may cast their vote electronically. The e-voting module shall be disabled by Bigshare for voting thereafter.

ii. 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 non-institutional 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.

iii. 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 above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode is given below:

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

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 [email protected] or contact at toll free No. 1800 22 55 33.
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 022-48867000.

Login method for e-Voting for shareholder other than individual shareholders holding shares in Demat mode & physical mode is given below:
You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com
Click on “LOGIN” button under the ‘INVESTOR LOGIN’ section to Login on E-Voting Platform.
Please enter your ‘USER ID’ (User id description is given below) and ‘PASSWORD’ which is shared separately on your register email id.
Shareholders holding shares in CDSL demat account should enter 16 Digit Beneficiary ID as user id.
Shareholders holding shares in NSDL demat account should enter 8 Character DP ID followed by 8 Digit Client ID as user id.
Shareholders holding shares in physical form should enter Event No + Folio Number registered with the Company as user id.

Note: If you have not received any user id or password please email from your registered email id or contact i-vote helpdesk team. (Email id and contact number are mentioned in helpdesk section).

Click on I AM NOT A ROBOT (CAPTCHA) option and login.

NOTE: If Shareholders are holding shares in demat form and have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

If you have forgotten the password: Click on ‘LOGIN’ under ‘INVESTOR LOGIN’ tab and then Click on ‘Forgot your password’?

Enter “User ID” and “Registered email ID” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘Reset’.
(In case a shareholder is having valid email address, Password will be sent to his / her registered e-mail address).

Voting method for shareholders on i-Vote E-voting portal:

After successful login, Bigshare E-voting system page will appear.
Click on “VIEW EVENT DETAILS (CURRENT)” under ‘EVENTS’ option on investor portal.
Select event for which you are desire to vote under the dropdown option.
Click on “VOTE NOW” option which is appearing on the right hand side top corner of the page.
Cast your vote by selecting an appropriate option “IN FAVOUR”, “NOT IN FAVOUR” or “ABSTAIN” and click on “SUBMIT VOTE”. A confirmation box will be displayed. Click “OK” to confirm, else “CANCEL” to modify. Once you confirm, you will not be allowed to modify your vote.
Once you confirm the vote you will receive confirmation message on display screen and also you will receive an email on your registered email id. During the voting period, members can login any number of times till they have voted on the resolution(s). Once vote on a resolution is casted, it cannot be changed subsequently.
Shareholder can “CHANGE PASSWORD” or “VIEW/UPDATE PROFILE” under “PROFILE” option on investor portal.

3. Custodian registration process for i-Vote E-Voting Website:

You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com
Click on “REGISTER” under “CUSTODIAN LOGIN”, to register yourself on Bigshare i-Vote e-Voting Platform.
Enter all required details and submit.
After Successful registration, message will be displayed with “User id and password will be sent via email on your registered email id”.

NOTE: If Custodian have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

If you have forgotten the password: Click on ‘LOGIN’ under ‘CUSTODIAN LOGIN’ tab and further Click on ‘Forgot your password’?
Enter “User ID” and “Registered email ID” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘RESET’.
(In case a custodian is having valid email address, Password will be sent to his / her registered e-mail address).

Voting method for Custodian on i-Vote E-voting portal:

After successful login, Bigshare E-voting system page will appear.

Investor Mapping:

First you need to map the investor with your user ID under “DOCUMENTS” option on custodian portal.
Click on “DOCUMENT TYPE” dropdown option and select document type power of attorney (POA).
Click on upload document “CHOOSE FILE” and upload power of attorney (POA) or board resolution for respective investor and click on “UPLOAD”.

Note: The power of attorney (POA) or board resolution has to be named as the “InvestorID.pdf” (Mention Demat account number as Investor ID.)
- Your investor is now mapped and you can check the file status on display.

Investor vote File Upload:

To cast your vote select “VOTE FILE UPLOAD” option from left hand side menu on custodian portal.
Select the Event under dropdown option.
Download sample voting file and enter relevant details as required and upload the same file under upload document option by clicking on “UPLOAD”. Confirmation message will be displayed on the screen and

also you can check the file status on display (Once vote on a resolution is casted, it cannot be changed subsequently).

Custodian can “CHANGE PASSWORD” or “VIEW/UPDATE PROFILE” under “PROFILE” option on custodian portal.

Helpdesk for queries regarding e-voting:

Login type	Helpdesk details
Shareholder's other than individual shareholders holding shares in Demat mode & Physical mode.	In case shareholders/ investor have any queries regarding E-voting, you may refer the Frequently Asked Questions ('FAQs') and i-Vote e-Voting module available at https://ivote.bigshareonline.com, under download section or you can email us to [email protected] or call us at: 1800 22 54 22, 022-62638338

For Geekay Wires Limited

Kirti Gupta
Company Secretary & Compliance Officer
Date: 27.04.2026
Place: Hyderabad

EXPLANATORY STATEMENT

Pursuant to Section 102 of the Companies Act, 2013 (the 'Act')

Item No. 1

As per the provisions of Section 180(1)(c) of the Companies Act, 2013, the Board of Directors of a company can borrow monies in excess of the aggregate of the paid-up share capital, free reserves and securities premium of the Company only with the consent of the Members by way of a Special Resolution.

In order to meet the financial requirements for business operations, expansion plans, capital expenditure and/or working capital requirements of the Company, it may be necessary for the Company to borrow funds from time to time. Accordingly, approval of the Members is sought to authorize the Board of Directors to borrow monies, from time to time, in excess of the aggregate of the paid-up capital, free reserves and securities premium of the Company, provided that the total borrowings shall not exceed Rs. 500 Crores (Rupees Five Hundred Crores Only) at any point of time, apart from temporary loans obtained from the Company’s bankers in the ordinary course of business.

The Board recommends the resolution at Item No. 1 for approval of the Members as a Special Resolution.

Item No. 2

Pursuant to the provisions of Section 180(1)(a) of the Companies Act, 2013, the Board of Directors of a company requires the consent of the Members by way of a Special Resolution to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company. Creation of charge, mortgage or hypothecation on the assets of the Company may be regarded as disposal of the Company’s undertaking(s) within the meaning of the said section.

In order to secure the borrowings made/to be made by the Company and/or its subsidiary(ies) from banks, financial institutions or other lenders, it is necessary to create charge, mortgage and/or hypothecation on the movable and/or immovable properties of the Company, both present and future, or on the whole or any part of the undertaking(s) of the Company.

Accordingly, the approval of the Members is being sought by way of a Special Resolution to authorize the Board of Directors to create such charges, mortgages and/or hypothecation on the assets of the Company in favour of lenders on such terms and conditions as may be deemed fit. The aggregate amount of borrowings secured by such charges shall not, at any time, exceed the borrowing limits approved by the Members under Section 180(1)(c) of the Act.

The Board recommends the resolution at Item No. 2 for approval of the Members as a Special Resolution.

Interest of Directors / KMP

None of the Directors, Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the aforesaid resolutions except to the extent of their shareholding, if any, in the Company.

ITEM NO. 3

The following statement sets out all the material facts relating the Resolution Nos. 3 to be passed as mentioned in the accompanying Notice:

In terms of Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), as amended, material related party transactions require prior approval of the shareholders through ordinary resolutions, even if such transactions are in the ordinary course of business of the Company and at an arm’s length basis.

As per the Listing Regulations, A transaction is "material" if it, individually or with previous transactions in a financial year, exceeds:

Rs. 1,000 crore, OR 10% of the annual consolidated turnover as per the last audited financial statements, whichever is lower.

The said limits are applicable even if the transactions are in the ordinary course of business and at an arm’s length basis.

Further, as per Regulation 2(1)(zc) of the Listing Regulations, the definition of Related Party Transaction ('RPT') includes a transaction involving a transfer of resources, services or obligations between a listed entity or any of its subsidiaries on one hand and a related party of the listed entity or any of its subsidiaries on the other hand, regardless of whether a price is charged or not.

Accordingly, Item No. 3 are placed for the approval of the Members of the Company.

Background, details and benefits of the transaction

Geekay Wires Limited (USA) is a common controlled entity of the Geekay Wires Limited ('the Company') and consequently, a related party of the Company.

The Company has established a structured business arrangement with its overseas group entity, Geekay Wires USA, whereby the overseas entity undertakes marketing, customer acquisition and order procurement from customers located outside India, while the Company undertakes the manufacturing of such products in India and supplies them against confirmed orders. The nature of products involved includes nuts, bolts, nails, fabricated metal components, staplers and other allied items, which are manufactured using the Company's existing infrastructure, technical expertise and operational capabilities. This arrangement is necessitated by the fact that the overseas entity possesses an established distribution network, customer relationships and market presence in international jurisdictions, enabling efficient access to global markets that may otherwise be difficult, time-consuming and cost-intensive for the Company to penetrate independently. By leveraging this arrangement, the Company is able to ensure a steady flow of export orders, achieve optimal capacity utilization of its manufacturing facilities, and benefit from economies of scale, thereby improving overall operational efficiency.

Further, such transactions are carried out in the ordinary course of business and on an arm’s length basis, with pricing determined based on prevailing market conditions and appropriate benchmarking mechanisms, ensuring that the Company derives fair value for the goods supplied. The arrangement also mitigates market risks, credit risks and customer acquisition costs for the Company, as these functions are largely undertaken by the overseas entity. Consequently, the Company is able to focus on its core strength of manufacturing while benefiting from assured demand and streamlined operations. In the opinion of the Board, this business model contributes positively to revenue growth, profitability and long-term value creation, and is therefore in the best interests of the Company and its shareholders. The proposed related party transactions thus represent a commercially prudent and strategically beneficial arrangement that supports the Company’s expansion into global markets while safeguarding the interests of its members.

The management has provided the Audit Committee with the relevant details of various proposed RPTs including material terms and basis of pricing. All Independent Directors on the Audit Committee, after reviewing all necessary information, have granted approval for entering into the RPTs with Geekay Wires Limited (USA) for the FY 27 to FY 32. The Audit Committee has noted that the said transactions will be in the ordinary course of business of the Company and at an arm’s length basis.

The Audit Committee has reviewed the certificate provided by CEO & Managing Director and Chief Financial Officer of the Company, as required under the RPT Industry Standards.

Details of the proposed RPTs between the Company and Geekay Wires Limited (USA), including the information required to be disclosed in the Explanatory Statement pursuant to the SEBI Master Circular dated January 30, 2026, read with SEBI circular dated June 26, 2025, are as follows:

Minimum information to be provided to the Audit Committee and shareholder for approval of Related Party Transactions as per RPT Industry Standards:

A(1) Basic details of the related party

S. No.	Particulars of the information	Information provided by the management
1	Name of the related party	GEEKAY WIRES LTD (USA)
2	Country of incorporation of the related party	USA
3	Nature of business of the related party	Sale of goods

A(2) Relationship and ownership of the related party

S. No.	Particulars of the information	Information provided by the management
1	Relationship between the listed entity/subsidiary (in case of transaction involving the subsidiary) and the related party – including nature of its concern (financial or otherwise) and the following:
• Shareholding of the listed entity/ subsidiary (in case of transaction involving the subsidiary), whether direct or indirect, in the related party.
• Where the related party is a partnership firm or a sole proprietorship concern or a body corporate without share capital, then capital contribution, if any, made by the listed entity/ subsidiary (in case of transaction involving the subsidiary).
• Shareholding of the related party, whether direct or indirect, in the listed entity/ subsidiary (in case of transaction involving the subsidiary).	Common controlled entity
	Explanation: Indirect shareholding shall mean shareholding held through any person, over which the listed entity/Subsidiary/ related party has control. While calculating indirect shareholding, shareholding held by relatives shall also be considered.	100 percent of the shareholding is held by the Director of Geekay wires limited - Ashish Kandoi

NOT APPLICABLE

NIL

A(3) Details of previous transactions with the related party

S. No.
Particulars of the information
Information provided by the management (FY-25)

1
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party during the last financial year.
1. EXPORT SALES - 178.32 CR
2. IMPORT OF MACHINERY - 3 CR

2
Total amount of all the transactions undertaken by the listed entity or subsidiary with the related party in the current financial year up to the quarter immediately preceding the quarter in which the approval is sought.
NA

3
Any default, if any, made by a NO related party concerning any obligation undertaken by it under a transaction or arrangement entered into with the listed entity or its subsidiary during the last financial year.

A(4) Amount of the proposed transaction(s)

S. No.
Particulars of the information
Information provided by the management

1
Amount of the proposed transactions being placed for approval in the meeting of the Audit Committee/ shareholders.
SALES 350 CR

2
Whether the proposed transactions taken together with the transactions undertaken with the related party during the current financial year would render the proposed transaction a material RPT? Yes or No?
YES

3
Value of the proposed transactions as a percentage of the listed entity's annual consolidated turnover for the immediately preceding financial year
75%

4
Value of the proposed transactions as a percentage of subsidiary's annual standalone turnover for the immediately preceding financial year (in case of a transaction involving the subsidiary and where the listed
NA

entity is not a party to the transaction)

5
Value of the proposed 40 to 60% of turnover transactions as a percentage of the related party's annual consolidated turnover (if consolidated turnover is not available, calculation to be made on standalone turnover of related party) for the immediately preceding financial year, if available.

6
Financial performance of the FOR YEAR DEC 2025 related party for the immediately preceding financial year: 31444615$- Turnover, Profit After Tax, Net worth 111538$-PAT 339323$-NETWORTH

A(5) Basic details of the proposed transaction

S. No.	Particulars of the information	Information provided by the management
1	Specific type of the proposed transaction (e.g. sale of goods/services, purchase of goods/services, giving loan, borrowing etc.)	Purchase and Sale of goods and services
2	Details of the proposed transaction	Geekay Wires Limited(USA) takes direct orders from its customers and gives it to Geekay Wires Limited(India) who manufactures the same as per the requirement and supplies to Geekay Wires Limited (USA)
3	Tenure of the proposed transaction (tenure in number of years or months to be specified)	Till 5 consecutive years
4	Whether omnibus approval is being sought? Yes or No	No
5	Value of the proposed transaction during a financial year. If the proposed transaction will be executed over more than one financial year, provide estimated break-up financial year-wise.	Aggregate value of proposed turnover may vary from 200cr to 400 cr. Approval is sought for material RPTs for a period of 5 years
6	Justification as to why the RPTs proposed to be entered into are in the interest of the listed entity	1. US Customers does not want the burden of import and prefers direct orders from Geekay Wires Limited(USA)

To retain the confidentiality of customers from the competitors of Geekay Wires Limited (India)

7 Details of the promoter(s)/ director(s) / key managerial personnel of the listed entity who have interest in the transaction, whether directly or indirectly.
a. Name of the director / KMP
b. Shareholding of the director / KMP, whether direct or indirect, in the related party
Direct interest of Director Ashish Kandoi – 100% of shareholding in GWL (USA)

8 A copy of the valuation or other external party report, if any, shall be placed before the Audit Committee.
The proposed RPTs have been evaluated by a reputed external independent consulting firm in terms of pricing and arm’s length criteria and the report confirms that the proposed RPTs are on arm’s length basis.

9 Other information relevant for decision making.
All relevant information forms a part of this disclosure setting out requisite facts.

Part B: Additional Information

B(1) Disclosure only in case of transactions relating to sale, purchase or supply of goods or services or any other similar business transaction and trade advances

Bidding or other process, if any, choosing a party for sale, purchase or supply of goods or services
Bidding process is not feasible as direct orders are taken by the GWL(USA) from the customers.
Basis of determination of price
As per market standards
In case of Trade advance (of upto 365 days or such period for which such advances are extended as per normal trade practice), if any, proposed to be extended to the related party in relation to the transaction, specify the following:
a. Amount of trade advance
b. Tenure
c. Whether same is self-liquidating? Not applicable

The said transaction, being a material RPT, requires prior approval of the Members of the Company in accordance with Regulation 23 of the Listing Regulations.

Based on the review and approval of the Independent Directors on the Audit Committee, the Board of Directors recommends the Ordinary Resolution contained in Item No. 3 of the accompanying Notice to the Members for approval.

For Geekay Wires Limited

Sd/-
Kirti Gupta
Company Secretary & Compliance Officer
Date: 27.04.2026
Place: Hyderabad

AI assistant

Geekay Wires Limited Proxy Solicitation & Information Statement 2026

61949_rns_2026-04-27_40978bcf-58d2-466a-afa8-f4d431a73d4b.PDF

POSTAL BALLOT NOTICE

Notes:

E-VOTING INSTRUCTIONS FOR POSTAL BALLOT ARE AS UNDER:

Voting method for shareholders on i-Vote E-voting portal:

3. Custodian registration process for i-Vote E-Voting Website:

Voting method for Custodian on i-Vote E-voting portal:

Investor Mapping:

Investor vote File Upload:

EXPLANATORY STATEMENT

Item No. 1

Item No. 2

Interest of Directors / KMP

ITEM NO. 3

Background, details and benefits of the transaction

Part B: Additional Information

AI assistant

Geekay Wires Limited — Proxy Solicitation & Information Statement 2026

61949_rns_2026-04-27_40978bcf-58d2-466a-afa8-f4d431a73d4b.PDF

POSTAL BALLOT NOTICE

Notes:

E-VOTING INSTRUCTIONS FOR POSTAL BALLOT ARE AS UNDER:

Voting method for shareholders on i-Vote E-voting portal:

3. Custodian registration process for i-Vote E-Voting Website:

Voting method for Custodian on i-Vote E-voting portal:

Investor Mapping:

Investor vote File Upload:

EXPLANATORY STATEMENT

Item No. 1

Item No. 2

Interest of Directors / KMP

ITEM NO. 3

Background, details and benefits of the transaction

Part B: Additional Information

More from Geekay Wires Limited

Geekay Wires Limited Proxy Solicitation & Information Statement 2026