Heads UP Ventures Limited

(Formerly The Mandhana Retail Ventures Limited)

CIN: L52390MH2011PLC213349

Registered Office: Plot No. E-132, MIDC, Tarapur Industrial Area, Boisar, Dist : Palghar - 401506

March 17, 2025

Listing Compliance Department Listing Compliance Department National Stock Exchange of India Limited BSE Limited Exchange Plaza, Bandra- Kurla Complex Phirozee Jeejeebhoy Towers, Bandra (E), Mumbai 400051 Dalal Street, Fort, Mumbai - 400 001 Symbol: HEADSUP Scrip Code : 540210

Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Ma’am,

Pursuant to the Regulation 30 read with Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, please find enclosed herewith Notice of Postal Ballot dated March 17, 2025 that has been sent to the members on March 17, 2025 for seeking their approval by means of postal ballot through remote e-voting on the following business items:

S. No	Description of Resolution(s)	Type of Resolution
1	Alteration In Main Objects Clause of Memorandum of Association of the Company by addition of New Objects.	Special Resolution

The Postal Ballot Notice has been sent to the members holding shares of the Company as on Cut-off date i.e., March 14, 2025, by e-mail to those Members who have already registered their e-mail address with their depository participant/s or the Company’s Registrar and Share Transfer Agent, M/s. MUFG Intime India Pvt. Ltd.

The Company has engaged the services of MUFG Intime India Pvt. Ltd to provide remote e-voting facility to its Members. The e-voting facility will be available during the following period:

facility to its Members. The e-voting	facility will be available during the following period:
Commencement ofe-Voting	Tuesday,March 18,2025 (9:00 a.m.IST)
End of e-Voting	Wednesday, April 16, 2025 (5:00 p.m. IST)

We request you to kindly take the above information on record and oblige.

Thanking You,

Yours faithfully,

For HEADS UP VENTURES LIMITED

Digitally signed by Patel Patel Harshkumar Harshkumar Pravinbhai Pravinbhai Date: 2025.03.17 01:36:20 -07'00' HARSH PRAVINBHAI PATEL Director (DIN: 10856046)

Office No.004 (Part), B-13, Apurva Shanti Nagar CHS Ltd. Sector-7, Shanti Nagar, Mira Road (East), District Thane 401 107.

Tel: 91-22-24117743 Email: [email protected] Website: www.huvl.in

HEADS UP VENTURES LIMITED

(Formerly The Mandhana Retail Ventures Limited) CIN: L52390MH2011PLC213349

Registered Office: Plot No. E-132, MIDC, Tarapur Industrial Area, Boisar, Dist : Palghar - 401506

NOTICE OF POSTAL BALLOT [Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 &22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

REMOTE E-VOTING STARTS ON	REMOTE E-VOTING ENDS ON
Tuesday,March 18,2025 (9.00AM.)	Wednesday,April 16,2025 ( 5 :00PM)

NOTICE is hereby given pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (“Rules”), General Circular No. 14/2020 dated April 8, 2020, the General Circular No. 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 issued by Ministry of Corporate Affairs (collectively referred to as “MCA Circulars”), the Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India (‘Secretarial Standard-2, and other applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI Listing Regulations”) , (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), to transact the special business set out below and proposed to be passed by the members of Heads UP Ventures Limited (“Company”) , by means of Special Resolutions through the process of by means of Postal Ballot, only by way of remote e-voting (“evoting”) process.

Approval of Members of the Company is sought for:

1. ALTERATION IN MAIN OBJECTS CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY BY ADDITION OF NEW OBJECTS.

The Company seeks consent of members for the aforesaid proposal through resolution specified below. An Explanatory Statement under Section 102(1) of the Act setting out the required material facts relating to the resolution are annexed and are sent to you along with this Postal Ballot Notice for your consideration and approval.

The appended Resolution shall be deemed to have been passed, if approved by requisite majority.

The Board has, in compliance with Rule 22(5) of the aforesaid Rules, has appointed Mr. Ankur Dineshchandra Gandhi, Practicing Company Secretary (M.No : 48016) (COP No: 17543) as the Scrutinizer, (“Scrutinizer”) for conducting the postal ballot (remote e-voting) process in a fair and transparent manner.

The Company has availed e-voting services from MUFG Intime India Pvt. Ltd (Formerly known as Link Intime India Pvt. Ltd).

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and Pursuant to the abovesaid various circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot.

Page | 1

Office No.004 (Part), B-13, Apurva Shanti Nagar CHS Ltd. Sector-7, Shanti Nagar, Mira Road (East), District Thane 401 107.

Tel: 91-22-24117743 Email: [email protected] Website: www.huvl.in

HEADS UP VENTURES LIMITED

(Formerly The Mandhana Retail Ventures Limited) CIN: L52390MH2011PLC213349

Registered Office: Plot No. E-132, MIDC, Tarapur Industrial Area, Boisar, Dist : Palghar - 401506

The communication of the assent or dissent of the Members would only take place through the remote e- voting system. In compliance with the MCA Circulars, the postal ballot notice and instructions for e-voting are being sent only through electronic mode to those Members whose email addresses are registered with the Company / depository participant(s).

In light of the above circulars and in compliance with the provisions of Sections 108 and 110 of the Act, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI Listing Regulations, the Company is offering the facility of e-voting to all its members to enable them to cast their votes electronically only. Members are requested to follow the procedure as stated in the Notes to this Postal Ballot Notice for casting of votes by electronic mode.

After collation of the votes downloaded from the e-voting system, the Scrutinizer will submit his report to the Director of the Company. The result of the Postal Ballot would be announced by the Director or by any person as may be authorized by him on and before Friday, April 18, 2025 and the same shall be communicated to the Stock Exchanges, where shares of the Company are listed i.e. www.bseindia.com and www.nseindia.com and displayed along with the Scrutinizer's Report on the Company's Website i.e. https://huvl.in/ and on the website of the MUFG Intime India Pvt. Ltd i.e. www.linkintime.co.in.

SPECIAL BUSINESSES;

Item of businesses requiring consent of shareholders through Postal Ballot (remote e-voting):

The members are requested to consider and if thought fit, pass the following resolution(s):

1. ALTERATION IN MAIN OBJECTS CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY BY ADDITION OF NEW OBJECTS.

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 Section 4,13, 15 and other applicable provisions if any of the Companies Act, 2013 (“the Act”) read with applicable Rules and Regulations made there under, including any statutory modification or re-enactment thereof for the time being in force and subject to such other requisite approvals, permission, and sanction of Registrar of Companies, appropriate authorities, departments or bodies as and to the extent necessary, consent of the members of the Company be and is hereby accorded to Main Objects under the Objects Clause of the Memorandum of Association of the company, by the insertion of the following clauses after the existing “Clause 2” to the Main Object Clause(III)(A) of the Memorandum of the Company in the following manner:

To cultivate, grow, harvest, produce, trade or deal in various agriculture crops including grains, cereals, vegetables, fruits, spices, herbs and oilseeds organically or inorganically and to set up the processing units for import, export and distribute agriculture produce of all description.
To cultivate, grow, produce or deal in agriculture produce and to carry on the business of agriculturists, farmers, gardeners, dairymen, dairy farmers, and to acquire, hold, buy or acquire freehold or leasehold agriculture land, farm, garden or any other, property and to act as growers of corn, soya chunks, granules, flakes, hay, straw, seeds or animal feed and to deal in live-stock and deal in such business as may be required by farmers and dealers of agriculture produce.
To carry on the business of planters, growers and cultivators of seeds, vegetable, fruits and herbs and to cultivate, grow, produce or deal in vegetable, fruits and herbs and to undertake the activities for its

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Office No.004 (Part), B-13, Apurva Shanti Nagar CHS Ltd. Sector-7, Shanti Nagar, Mira Road (East), District Thane 401 107.

Tel: 91-22-24117743 Email: [email protected] Website: www.huvl.in

HEADS UP VENTURES LIMITED

(Formerly The Mandhana Retail Ventures Limited)

CIN: L52390MH2011PLC213349

Registered Office: Plot No. E-132, MIDC, Tarapur Industrial Area, Boisar, Dist : Palghar - 401506

processing, preservation or storage with the installation for plant, machinery, cold storage, air conditioning, refrigeration and other equipments and to provide consulting and support services

To undertake the activity of sourcing, aggregation, and packaging of high-quality agricultural products including grains, fruits, vegetables, spices, and processed foods for international markets and to provide essential logistic, storage, distribution and to provide consultancy, advisory and expert advice, support services on importing or exporting the agriculture produce and to meet import and export standards.
To carry on the business of buying, selling, reselling, exporting and trading of all kinds of goods finished, semi finished, raw material items, articles, merchandise, products such as agricultural, industrial, chemical or marine, stones, pieces of arts, antiques, handicrafts, machinery, equipments, capital goods and any other item capable of purchasing, selling, importing, exporting and trading and to be appointed as agents and / or distributors on commission, allowance, retainer ship, incentive basis
To carry on the Business as Planners, Builders, Real Estate Developers, Architects and Civil Engineers, Contractors, Real Estate Brokers, Agents, Brick Makers, and to build/construct own, operate, maintain, manage, control and administer, Earth Works, farmhouses, Parks, Gardens, Rowhouses, Duplex Apartments, Commercial, Residential or Industrial building Complexes, Retail Stores, Shopping Centers, Market Yards and deal in manage and carry on all types of businesses and profession related to land dealings, buildings, farms, estates, properties, areas and sites and to act and undertake and carry on business as stockists, manufacturers, representatives, suppliers, dealers, agents, distributors, marketeers, importers and exporters of all types of building and construction machineries, equipments, materials and related products.
To build, contract, establish, own, purchase, sell, take on lease or exchange or otherwise acquire, hold, maintain and manage industrial, commercial or residential buildings and plots, apartment houses, hotels, motels, hostels, restaurants, factory premises, godowns, golas, warehouses, clubs, pleasure grounds and amusement parks, theaters, cinemas, or other show houses, meeting or lecture halls, libraries, dharamshalas, and sarals, health resorts and sanatoriums, gardens, swimming pools and baths, huts, bazzars, and markets, meals and exhibition and to let, sublet, give on lease or otherwise to permit use and occupation of the same for the rent or hire charges and to provide for the tenants and occupiers thereof all or any of the conveniences commonly provided in residential, commercial and industrial quarters.
To act as consulting engineers, architects, economic, industrial and town planners, surveyors, Interior decorators, draftsmen, estate brokers, assessors, valuers, financial management and operational consultants, administrators, managers of property in India or abroad either individually or in collaboration with others and to enter into any contracts in relation thereto.
To carry on all or any of the business of goldsmiths, silver smiths, jewellers, gem and diamond merchants and Trading and of manufacturing and dealing in clocks, watches, jewellery, cutlery and their components and accessories and of producing acquiring and trading in metals, bullion, gold ornaments, silver utensils, diamond, precious stones, paintings, manuscripts, antiques and objects of art and importers and exporters of bullion and other refined and smelted metals. To carry on in India or abroad the business to manufacture, produce .design, develop, modify, refine, repair, process, aller, exchange. set. convert. finish, polish, cut, fit, trim. contract, subcontract, supply, buy, sell, import ,export .wholesale, retail and to act as agent, broker, adatias. job worker, consignor, contractor, vendor, collaborator, stockiest, distributor or otherwise to deal in all shapes, size, varieties, design, applications, combinations and use of apparels, ornaments, gems, jewellery(s). goods, , antiques, articles and things, their parts. Accessories, fillings, components. ingredients and materials thereof made partly or wholly of gold. silver, platinum or other precious metals and alloys, thereof together with precious, semiprecious, imitation, synthetic, natural or other varieties 'of stones and materials whatsoever.

“RESOLVED FURTHER THAT the Board (including any Committee duly constituted by the Board of Directors or any authority as approved by the Board of Directors) or any Director of the Company of the Company be and is hereby severally authorized to do all such acts, deeds, matters and things as may be deemed proper, necessary, or expedient, including filing the requisite forms with

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Office No.004 (Part), B-13, Apurva Shanti Nagar CHS Ltd. Sector-7, Shanti Nagar, Mira Road (East), District Thane 401 107.

Tel: 91-22-24117743 Email: [email protected] Website: www.huvl.in

HEADS UP VENTURES LIMITED

(Formerly The Mandhana Retail Ventures Limited)

CIN: L52390MH2011PLC213349

Registered Office: Plot No. E-132, MIDC, Tarapur Industrial Area, Boisar, Dist : Palghar - 401506

Ministry of Corporate Affairs or submission of documents with any other authority, for the purpose of giving effect to this resolution and matters connected therewith or incidental thereto and settle all questions, difficulties or doubts that may arise in this regard at any stage without requiring the Board to secure any further consent or approval of the Members of the Company to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

by order of the board of Heads UP Ventures Limited Patel Digitally signed by Patel Harshkumar Harshkumar Pravinbhai Date: 2025.03.17 Pravinbhai 01:53:46 -07'00' HARSH PRAVINBHAI PATEL Director (DIN: 10856046)

Date: March 17, 2025 Place: Mumbai

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Office No.004 (Part), B-13, Apurva Shanti Nagar CHS Ltd. Sector-7, Shanti Nagar, Mira Road (East), District Thane 401 107.

Tel: 91-22-24117743 Email: [email protected] Website: www.huvl.in

HEADS UP VENTURES LIMITED

(Formerly The Mandhana Retail Ventures Limited) CIN: L52390MH2011PLC213349

Registered Office: Plot No. E-132, MIDC, Tarapur Industrial Area, Boisar, Dist : Palghar - 401506

NOTES

An explanatory statement pursuant to the provisions of Section 102 of the Companies Act, 2013(“Act”) setting out the material facts concerning the businesses to be transacted is annexed hereto. The relevant details, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India.
In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “LODR Regulations”) and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and Pursuant to the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021,3/2022 dated May 05,2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs, the manner of voting on the proposed resolution is restricted only to e- voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot.

The Postal Ballot Notice is being sent to the Member(s) whose names appear on the Register of Members/List of Beneficial Owners as received from the National Securities Depository Limited (“NSDL”) and Central Depository Services (India) Limited (“CDSL”) as on March 14, 2025 (cut-off date). The Postal Ballot Notice is being sent to the Members who have registered their e-mail IDs for receipt of documents in electronic form to their e-mail addresses registered with their Depository Participants/the Company’s Registrar and Share Transfer Agent (“RTA”). For Members who have not registered their e-mail address so far, are requested to register their e-mail address by sending an e-mail to the Company/RTA directly.
The Board of Directors (“The Board”) has appointed Mr. Ankur Dineshchandra Gandhi, Practicing Company Secretary ( M.No : 48016) ( COP No: 17543), as the Scrutinizer, for conducting the postal ballot (remote e-voting) process in a fair and transparent manner.
Member(s) whose names appear on the Register of Members/List of Beneficial Owner(s) as on the cut-off date i.e. March 14, 2025, will be considered for the purpose of e-voting. A person who is not a Member on the Cut-off Date should treat this Notice for information purposes only
In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed through postal ballot and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system which will be provided by MUFG Intime India Pvt. Ltd.
The voting period begins on Tuesday, March 18, 2025 (9.00 AM.) and ends on Wednesday, April 16, 2025 (5.00 PM). During this period shareholders of the Company, holding shares either in physical form or in

Page | 5 Office No.004 (Part), B-13, Apurva Shanti Nagar CHS Ltd. Sector-7, Shanti Nagar, Mira Road (East), District Thane 401 107.

Tel: 91-22-24117743 Email: [email protected] Website: www.huvl.in

HEADS UP VENTURES LIMITED

(Formerly The Mandhana Retail Ventures Limited) CIN: L52390MH2011PLC213349

Registered Office: Plot No. E-132, MIDC, Tarapur Industrial Area, Boisar, Dist : Palghar - 401506

dematerialized form, as on the cut-off date i.e. March 14, 2025 may cast their vote electronically. The e- voting module shall be disabled by MUFG Intime India Pvt. Ltd for voting thereafter.

Contact details of the person responsible to address the queries / grievances connected with the voting by electronic means, if any: Mr. Hansraj Rathor, Managing Director, Heads Up Ventures Limited, Plot No. E- 132, MIDC, Tarapur Industrial Area, Boisar, Dist: Palghar - 401506, Contact: 91-22-24117743, Email: [email protected]
Institutional / Corporate Members (i.e. other than Individuals, HUF, NRI, etc.) and custodians are required to log in to the e-voting system of Link In Time India Pvt.Ltd. at www.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’. They are also required to upload a scanned certified true copy of the board resolution / letter of authority/power of attorney, etc. together with attested specimen signature of the duly authorised representative(s) in .pdf format for the Scrutiniser to verify the same.
10.The Scrutinizer will collate the votes downloaded from the e-voting system to declare the result for each of the resolution forming part of the Notice of Postal Ballot. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.
After collation of the votes downloaded from the e-voting system, the Scrutinizer will submit his report to the Executive Director of the Company.
The result of the Postal Ballot would be announced by the Executive Director or by any person as may be authorized by him on and before Friday, April 18, 2025 and the same shall be communicated to the Stock Exchanges, where shares of the Company are listed i.e. www.bseindia.com and www.nseindia.com and displayed along with the Scrutinizer's Report on the Company's Website i.e. https://huvl.in/ and on the website of the MUFG Intime India Pvt. Ltd i.e. www.linkintime.co.in.
Members may download the Notice from the Company’s website at https://huvl.in/ or from MUFG Intime India Pvt. Ltd website at www.linkintime.co.in. A copy of the Notice is also available on the website of BSE at www.bseindia.com and NSE at www.nseindia.com
The resolutions, if approved, shall be deemed to have been passed on the last date of voting, i.e. April 16, 2025
The voting right of shareholders shall be in proportion to one vote per fully paid equity share of the Company held by them as on the cut-off date i.e. March 14, 2025

Remote e-Voting Instructions for shareholders:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given below: Individual Shareholders holding securities in demat mode with NSDL: METHOD 1 - If registered with NSDL IDeAS facility

Users who have registered for NSDL IDeAS facility:

a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.

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Office No.004 (Part), B-13, Apurva Shanti Nagar CHS Ltd. Sector-7, Shanti Nagar, Mira Road (East), District Thane 401 107.

Tel: 91-22-24117743 Email: [email protected] Website: www.huvl.in

HEADS UP VENTURES LIMITED

(Formerly The Mandhana Retail Ventures Limited)

CIN: L52390MH2011PLC213349

Registered Office: Plot No. E-132, MIDC, Tarapur Industrial Area, Boisar, Dist : Palghar - 401506

b) Enter user id and password. Post successful authentication, click on “Access to e-voting”.
c) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e- voting period.

OR

User not registered for IDeAS facility:

a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp “
b) Proceed with updating the required fields.
c) Post registration, user will be provided with Login ID and password.
d) After successful login, click on “Access to e-voting”.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e- voting period.

METHOD 2 - By directly visiting the e-voting website of NSDL:

a) Visit URL: https://www.evoting.nsdl.com/
b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you can see “Access to e-voting”.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e- voting period.

Page | 7

Office No.004 (Part), B-13, Apurva Shanti Nagar CHS Ltd. Sector-7, Shanti Nagar, Mira Road (East), District Thane 401 107.

Tel: 91-22-24117743 Email: [email protected] Website: www.huvl.in

HEADS UP VENTURES LIMITED

(Formerly The Mandhana Retail Ventures Limited)

CIN: L52390MH2011PLC213349

Registered Office: Plot No. E-132, MIDC, Tarapur Industrial Area, Boisar, Dist : Palghar - 401506

Individual Shareholders holding securities in demat mode with CDSL: METHOD 1 – From Easi/Easiest Users who have registered/ opted for Easi/Easiest

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.
b) Click on New System Myeasi
c) Login with user id and password
d) After successful login, user will be able to see e-voting menu. The menu will have links of e- voting service providers i.e., LINKINTIME, for voting during the remote e-voting period.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e- voting period.

Users not registered for Easi/Easiest

a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration

b) Proceed with updating the required fields.
c) Post registration, user will be provided Login ID and password.
d) After successful login, user able to see e-voting menu.
e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s ame” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of CDSL.

a) Visit URL: https://www.cdslindia.com/
b) Go to e-voting tab.
c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
e) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant:

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL/CDSL for e-voting facility.

a) Login to DP website
b) After Successful login, members shall navigate through “e-voting” tab under Stocks option.
c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting menu.
d) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

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Office No.004 (Part), B-13, Apurva Shanti Nagar CHS Ltd. Sector-7, Shanti Nagar, Mira Road (East), District Thane 401 107.

Tel: 91-22-24117743 Email: [email protected] Website: www.huvl.in

HEADS UP VENTURES LIMITED

(Formerly The Mandhana Retail Ventures Limited)

CIN: L52390MH2011PLC213349

Registered Office: Plot No. E-132, MIDC, Tarapur Industrial Area, Boisar, Dist : Palghar - 401506

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

Visit URL: https://instavote.linkintime.co.in
Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -

A. User ID:

Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

* Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

* Shareholders holding shares in_ _NSDL form** , shall provide ‘D’ above

▶ Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

▶ Click “confirm” (Your password is now generated).

Click on ‘Login’ under ‘SHARE HOLDER’ tab.
Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.

Cast your vote electronically:

After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon . 2. E-voting page will appear.
Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

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Office No.004 (Part), B-13, Apurva Shanti Nagar CHS Ltd. Sector-7, Shanti Nagar, Mira Road (East), District Thane 401 107.

Tel: 91-22-24117743 Email: [email protected] Website: www.huvl.in

(Formerly The Mandhana Retail Ventures Limited) CIN: L52390MH2011PLC213349

Registered Office: Plot No. E-132, MIDC, Tarapur Industrial Area, Boisar, Dist : Palghar - 401506

HEADS UP VENTURES LIMITED

Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”):

STEP 1 – Registration

a) Visit URL: https://instavote.linkintime.co.in
b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”
c) Fill up your entity details and submit the form.
d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.
f) While first login, entity will be directed to change the password and login process is completed.

STEP 2 –Investor Mapping

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) Click on “Investor Mapping” tab under the Menu Section
c) Map the Investor with the following details:
a. ‘Investor ID’ -
- i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678
- ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID .
b. ‘Investor’s Name - Enter full name of the entity.
c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.
d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.
d) Click on Submit button and investor will be mapped now.
e) The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods, once remote e-voting is activated:

METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) Click on ‘Votes Entry’ tab under the Menu section.
c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of InstaVote before the start of remote evoting.
d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.
e) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the ' View Resolution ' file link).
f) After selecting the desired option i.e., Favour / Against, click on 'Submit'.

Page | 10

Office No.004 (Part), B-13, Apurva Shanti Nagar CHS Ltd. Sector-7, Shanti Nagar, Mira Road (East), District Thane 401 107.

Tel: 91-22-24117743 Email: [email protected] Website: www.huvl.in

HEADS UP VENTURES LIMITED

(Formerly The Mandhana Retail Ventures Limited)

CIN: L52390MH2011PLC213349

Registered Office: Plot No. E-132, MIDC, Tarapur Industrial Area, Boisar, Dist : Palghar - 401506

g) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

VOTES UPLOAD:

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.
b) You will be able to see the notification for e-voting in inbox.
c) Select 'View' icon for ' Company’s Name / Event number '. E-voting page will appear.
d) Download sample vote file from ‘Download Sample Vote File’ option.
e) Cast your vote by selecting your desired option 'Favour / Against' in excel and upload the same under ‘Upload Vote File’ option.
f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type Helpdesk details	Login type Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] call at : 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] contact at toll free no. 1800 22 55 33

Page | 11

Office No.004 (Part), B-13, Apurva Shanti Nagar CHS Ltd. Sector-7, Shanti Nagar, Mira Road (East), District Thane 401 107.

Tel: 91-22-24117743 Email: [email protected] Website: www.huvl.in

HEADS UP VENTURES LIMITED

(Formerly The Mandhana Retail Ventures Limited)

CIN: L52390MH2011PLC213349

Registered Office: Plot No. E-132, MIDC, Tarapur Industrial Area, Boisar, Dist : Palghar - 401506

Forgot Password:

Individual shareholders holding securities in physical form has forgotten the password:

If an Individual shareholders holding securities in physical form has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e- Voting website of Link Intime: https://instavote.linkintime.co.in

Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’

o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e- mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID

User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.

Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:

If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click
‘forgot password?’
Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

It is strongly recommended not to share your password with any other person and take utmost

Page | 12

Office No.004 (Part), B-13, Apurva Shanti Nagar CHS Ltd. Sector-7, Shanti Nagar, Mira Road (East), District Thane 401 107.

Tel: 91-22-24117743 Email: [email protected] Website: www.huvl.in

HEADS UP VENTURES LIMITED

(Formerly The Mandhana Retail Ventures Limited) CIN: L52390MH2011PLC213349

Registered Office: Plot No. E-132, MIDC, Tarapur Industrial Area, Boisar, Dist : Palghar - 401506

care to keep your password confidential.

For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND RULES RELATED THERETO

Item No.1

Your Board has to consider from time-to-time proposals for diversification into areas which would be profitable for the Company as a part of diversification plans. For this purpose, the object clause of the Company, which is presently restricted in scope, requires to be comprehensive so as to cover a wide range of activities to enable your Company to consider embarking upon new projects and activities.

The alteration in the object clause of the Memorandum of Association as set out in the Resolution is to facilitate diversification. This will enable the Company to enlarge the area of operations and carry on its business economically and efficiently and the proposed activities can be, under the existing circumstances, conveniently and advantageously combined with the present activities of the Company.

The Board in its meeting held on 17[th] March, 2025 has approved alteration of the Memorandum of Association of the Company by addition of New Objects and now seek Members’ approval for the same.

The Board of Directors recommends the resolution at item no. 1 to be passed as Special Resolution.

None of the Directors/Key Managerial Personnel and their relatives is concerned or interested in the passing of the aforesaid resolution(s) as mentioned at item no. 1 above, except to the extent of their shareholding, if any.

by order of the board of Heads UP Ventures Limited Patel Digitally signed by Patel Harshkumar Harshkumar Pravinbhai Date: 2025.03.17 Pravinbhai 01:37:36 -07'00'

HARSH PRAVINBHAI PATEL Director (DIN: 10856046)

Date: March 17, 2025 Place: Mumbai

Page | 13

Office No.004 (Part), B-13, Apurva Shanti Nagar CHS Ltd. Sector-7, Shanti Nagar, Mira Road (East), District Thane 401 107.

Tel: 91-22-24117743 Email: [email protected] Website: www.huvl.in

AI assistant

Heads UP Ventures Limited — Proxy Solicitation & Information Statement 2025

63936_rns_2025-03-17_f1f8b883-f119-4288-9e4d-ed9cce384b3d.pdf

HEADS UP VENTURES LIMITED

Sub: Postal Ballot Notice – Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

For HEADS UP VENTURES LIMITED

HEADS UP VENTURES LIMITED

NOTICE OF POSTAL BALLOT [Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 &22 of the Companies (Management and Administration) Rules, 2014]

1. ALTERATION IN MAIN OBJECTS CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY BY ADDITION OF NEW OBJECTS.

HEADS UP VENTURES LIMITED

SPECIAL BUSINESSES;

Item of businesses requiring consent of shareholders through Postal Ballot (remote e-voting):

HEADS UP VENTURES LIMITED

HEADS UP VENTURES LIMITED

HEADS UP VENTURES LIMITED

Registered Office: Plot No. E-132, MIDC, Tarapur Industrial Area, Boisar, Dist : Palghar - 401506

NOTES

HEADS UP VENTURES LIMITED

Registered Office: Plot No. E-132, MIDC, Tarapur Industrial Area, Boisar, Dist : Palghar - 401506

Remote e-Voting Instructions for shareholders:

Users who have registered for NSDL IDeAS facility:

HEADS UP VENTURES LIMITED

OR

METHOD 2 - By directly visiting the e-voting website of NSDL:

HEADS UP VENTURES LIMITED

Individual Shareholders holding securities in demat mode with CDSL: METHOD 1 – From Easi/Easiest Users who have registered/ opted for Easi/Easiest

Users not registered for Easi/Easiest

METHOD 2 - By directly visiting the e-voting website of CDSL.

Individual Shareholders holding securities in demat mode with Depository Participant:

HEADS UP VENTURES LIMITED

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

A. User ID:

Cast your vote electronically:

HEADS UP VENTURES LIMITED

Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”):

STEP 1 – Registration

STEP 2 –Investor Mapping

STEP 3 – Voting through remote e-voting.

HEADS UP VENTURES LIMITED

VOTES UPLOAD:

Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

Helpdesk for Individual Shareholders holding securities in demat mode:

HEADS UP VENTURES LIMITED

Forgot Password:

Individual shareholders holding securities in physical form has forgotten the password:

Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

HEADS UP VENTURES LIMITED

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND RULES RELATED THERETO

Item No.1

More from Heads UP Ventures Limited

Heads UP Ventures Limited Proxy Solicitation & Information Statement 2025