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IDEAFORGE TECHNOLOGY LIMITED Proxy Solicitation & Information Statement 2026

Jun 4, 2026

61104_rns_2026-06-04_379b416b-d1ef-4126-9d24-69058484b058.pdf

Proxy Solicitation & Information Statement

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www.ideaforgetech.com

Idea Forge
Create: Inspire

June 04, 2026

| To,
BSE Limited
Phiroze Jeejeebhoy Towers, Dalal Street,
Fort, Mumbai – 400 001.
BSE Scrip Code: 543932 | To,
The National Stock Exchange of India Limited “Exchange Plaza”, Bandra – Kurla Complex, Bandra (EAST), Mumbai
– 400 051
NSE SYMBOL: IDEAFORGE |
| --- | --- |

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

Dear Sir / Madam,

In terms of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we enclose a copy of Postal Ballot Notice, dated June 04, 2026 along with the Explanatory Statement dispatched today, for seeking approval of members of ideaForge Technology Limited (“the Company”) by Special Resolution through Postal Ballot by voting through electronic means (“remote e-Voting”) for the following businesses:

Sr. No. Particulars
1. To approve raising of funds in one or more tranches, by issuance of Equity Shares and/or other Eligible Securities
3. Alteration of Articles of Association of the Company.

In compliance with the General Circulars issued by the Ministry of Corporate Affairs (“MCA”) and SEBI Circulars from time to time, this Postal Ballot Notice is being sent only through electronic mode to all those Shareholders whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories and whose e-mail addresses are registered with the MUFG Intime India Private Limited (formerly to be known as Link Intime India Private Limited), Registrar and Share Transfer Agent (“RTA”) / Depositories as on the Cutoff date i.e. Friday, May 29, 2026.

The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide remote e-Voting facility to its Members. The remote e-Voting period commences on Friday, June 05, 2026 from 9:00 A.M. (IST) and ends on Saturday, July 04, 2026 at 5:00 P.M. (IST). During this period, Shareholders of the Company may cast their vote electronically. The e-Voting module shall be disabled by NSDL thereafter. Once the vote on the Resolution is cast by the Shareholder, she/he shall not be allowed to change it subsequently. The voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on the Cut-off date. Communication of assent or dissent of the Shareholders would only take place through the remote e-Voting system.

The Postal Ballot Notice is also available on the website of the Company at https://ideaforgetech.com/ and on the website of NSDL at www.evoting.nsdl.com.

You are requested to take the same on your record.

Thanking You,

For ideaForge Technology Limited

NILESH RANJAN
JAYWANT

Digitally signed by
NILESH RANJAN
JAYWANT

Nilesh Ranjan Jaywant
Company Secretary and Compliance Officer
Membership No. A26554

ideaForge Technology Limited

EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape, Navi Mumbai - 400 710, Maharashtra (India)

Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007

Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
E-Health, Biogazing

ideaForge Technology Limited
CIN: L31401MH2007PLC167669
Regd. Office: EL-146, TTC Industrial Area, Electronic Zone MIDC, Mahape, Navi Mumbai – 400 710, Maharashtra, India Ph.: +91 (22) (6787 1007)
E-mail: [email protected] , Website: https://ideaforgetech.com

POSTAL BALLOT NOTICE

Pursuant to Sections 102, 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 as amended and any applicable circulars issued by Ministry of Corporate Affairs, from time to time) and read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

Dear Member(s),

NOTICE is hereby given to the Members of ideaForge Technology Limited (“the Company”) that pursuant to the provisions of Section 110 read with Section 108 of the Companies Act, 2013 (the “Act”) and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules”) (including any statutory modification(s) or re-enactment thereof for the time being in force), read with the latest General Circular No. 03/2025 dated September 22, 2025 and other circulars issued by the Ministry of Corporate Affairs (“MCA”) (collectively “MCA Circulars”) in this regard and Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020; Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021; Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022; SEBI/HO/CRD/ PoD-2/P/CIR/2023/4 dated January 5, 2023; Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 7, 2023; and Circular No. SEBI/HO/CFD/CFDPoD-2/P/CIR/2024/133 dated October 3, 2024 (“SEBI Circular”) issued by the Securities and Exchange Board of India (“SEBI Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) including any statutory modification(s) or re-enactment thereof for the time being in force, Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India (“ICSI”) and any other applicable laws and regulations, if any, the Company is seeking consent/ approval of the Members of the Company for the resolution appended below, proposed to be passed by the Members as Special Resolutions by way of Postal Ballot process by electronic voting (“e-voting”).

S. No. Particular(s)
1. TO APPROVE RAISING OF FUNDS IN ONE OR MORE TRANCHES, BY ISSUANCE OF EQUITY SHARES AND/OR OTHER ELIGIBLE SECURITIES
2. ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY

ideaForge Technology Limited
EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,
Navi Mumbai - 400 710, Maharashtra (India)
Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007
Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
Educator, Integrator

In compliance with the MCA Circulars and SEBI Circulars and pursuant to other applicable laws and regulations, this Postal Ballot Notice is being sent only in electronic form to those Members whose e-mail addresses are registered with the Company/Depositories Depository Participants / MUFG Intime India Private Limited, the Registrar and Share Transfer Agent of the Company ("RTA") or / and whose name appears in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on May 29, 2026 ("cut-off date") to enable them to cast their votes electronically. The instructions for e-voting are appended to this Postal Ballot Notice.

Pursuant to Section 102 and 110 of the Act, the explanatory statement pertaining to the said resolution setting out the material facts and the reasons thereof is annexed to this Postal Ballot Notice, for your consideration. The Notice of Postal Ballot is also available on the website of the Company at https://ideaforgetech.com/

Pursuant to Rule 22 of the Companies (Management and Administration) Rules, 2014, the Board of Directors (the "Board") of the Company at its meeting held on June 03, 2026, has appointed Mr. S. N. Viswanathan, (COP 24335) or failing him Ms. Ashwini Vartak (COP 16723) of S. N. ANANTHASUBRAMANIAN & CO., Company Secretaries, (ICSI Unique Code: P1991MH040400) to act as the Scrutinizer (the "Scrutinizer") for conducting the Postal Ballot (e-voting) process in a fair and transparent manner.

The Members are requested to carefully read the instructions in the notes under the section "General information and instructions relating to e-voting in this Postal Ballot Notice ("Notice") and follow the same to cast their vote electronically. Please note that the option to send physical Postal Ballot Form has been dispensed with in view of the aforesaid MCA Circulars.

The Members are requested to cast their vote through e-voting process from Friday, June 05, 2026, at 09.00 A.M. (IST) to be eligible for being considered. Voting will be blocked forthwith and shall not be allowed to vote beyond Saturday, July 04, 2026, at 05:00 P.M. (IST).

In compliance with the provisions of MCA Circulars, Section 108, 110 and other applicable provisions of the Act, read with Rule 20 and 22 of the Rules and Regulation 44 of the Listing Regulations, the Company is providing e-voting facilities to all the Members to exercise their votes electronically, instead of submitting the postal ballot form to the Company. For this purpose, the Company has engaged the e-voting service facility of National Securities Depositories Limited ("NSDL") to enable the Members to cast their votes electronically on the resolutions.

The e-voting period commences from Friday, June 05, 2026, at 09.00 A.M. (IST) and ends on Saturday, July 04, 2026, at 05:00 P.M. (IST) (both days inclusive). The Scrutinizer will submit its report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through e-voting. The Scrutinizer will submit his report to the Chairman of the Company or any other person

ideaForge Technology Limited

EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,

Navi Mumbai - 400 710, Maharashtra (India)

Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007

Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
Educator, Integrator

authorized by the Chairman, and the result of the voting by Postal Ballot will be announced not later than 48 hours from the conclusion of the e-voting i.e., Monday, July 06, 2026. The said results along with the Scrutinizer's Report will be displayed at website of BSE Limited and National Stock Exchange of India Limited, where the equity shares of the Company are listed. Additionally, the results will also be uploaded on the Company's website https://ideaforgetech.com/ and on NSDL Website www.evoting.nsdl.com

SPECIAL BUSINESS

1. TO APPROVE RAISING OF FUNDS IN ONE OR MORE TRANCHES, BY ISSUANCE OF EQUITY SHARES AND/OR OTHER ELIGIBLE SECURITIES

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

"RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c), 71, 179 and other applicable provisions, if any, of the Companies Act, 2013 and the applicable rules made thereunder ("Act") including the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder each (including any amendment(s), statutory modification(s), or re-enactment(s) thereof for the time being in force) and the relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("SEBI ICDR Regulations"), the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, as amended ("SEBI Debt Regulations"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI LODR Regulations") and the Foreign Exchange Management Act, 1999 and the regulations and rules issued thereunder including the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, the Consolidated FDI Policy issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India from time to time, each as amended, the listing agreements entered into by the Company with the BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") ("BSE" and "NSE" together referred as "Stock Exchanges") where the equity shares of face value of INR 10/- (Rupee Ten only) each ("Equity Shares") of the Company are listed, and in accordance with the provisions of the Memorandum of Association and Articles of Association of the Company, and any other provisions of applicable law including all other applicable statutes, clarifications, rules, regulations, circulars, notifications, and guidelines issued by the Government of India, Ministry of Corporate Affairs ("MCA"), Reserve Bank of India ("RBI"), Securities and Exchange Board of India ("SEBI"), Stock Exchanges, Jurisdictional Registrar of Companies ("RoC") and/or any other statutory/ regulatory authorities, in India or abroad ("hereinafter singly or collectively referred to as the "Appropriate Authorities"), and subject to all approvals, permissions, consents, and/or sanctions as may be necessary or required from Appropriate Authorities, and subject to such terms, conditions, or modifications as may be prescribed or imposed while granting such approvals, permissions, consents, and/or sanctions by any of the Appropriate Authorities, which may be agreed to by the Board of Directors of the Company ("Board", which term shall include any committee which the Board may have constituted or may hereinafter constitute to exercise its powers, including the powers conferred by this resolution), and subject to any other alterations, modifications, conditions, changes and variations that may be decided by the Board, the approval of the Members

ideaForge Technology Limited

EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,

Navi Mumbai - 400 710, Maharashtra (India)

Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007

Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
Educator Program

of the Company be and is hereby accorded to the Board/committee to create, offer, issue and allot (including with provisions for reservations on firm and/or competitive basis, or such part of issue and for such categories of persons as may be permitted) such number of Securities (as defined hereinafter) for cash, with or without green shoe option, by way of issuance of fully paid-up Equity Shares, fully or partly convertible debentures, non-convertible debentures along with warrants, any other equity based instruments or securities, convertible preference shares of any kind or type, Global Depository Receipts ("GDRs"), American Depository Receipts ("ADRs"), Foreign Currency Convertible Bonds ("FCCBs"), and/or any other financial instruments/ securities convertible into and/or linked to Equity Shares (including warrants (detachable or not), or otherwise, in registered or bearer form) (all of which are hereinafter referred to as "Securities") or any combination thereof of any of the aforementioned Securities, in one or more tranches and/or one or more issuances simultaneously or otherwise for an aggregate amount of up to and not exceeding Rs. 5,000.00 million (Rupees Five Thousand million only) (inclusive of such premium or discount to face value as may be fixed on such Securities), at such price or prices as may be permissible under applicable law by way of public issue, preferential allotment, private placement, including one or more Qualified Institutional Placement ('QIP') in accordance with the provisions of Chapter VI of the ICDR Regulations, or through any other permissible mode and/or combination thereof as may be considered appropriate under applicable law, whether Rupee denominated or denominated in one or more foreign currencies, through one or more public issue(s), including by way of preferential issue(s), private placement(s), qualified institutions placement(s) and/or any combination thereof or any other method as may be permitted under applicable laws, to eligible investors, in the course of domestic or international offerings, through issue of prospectus, and/preliminary placement document, placement document and/or other permissible/ requisite offer documents or other permissible/requisite documents/ writings/ circulars/ memoranda in such a manner to any eligible person, including qualified institutional buyers in accordance with Chapter VI of the SEBI ICDR Regulations, or otherwise, foreign/ resident investors (whether institutions, banks, incorporated bodies, mutual funds, individuals, trustees stabilizing agent or otherwise), venture capital funds (foreign or Indian), alternative investment funds, foreign portfolio investors, Indian and/or multilateral financial institutions, mutual funds, non-resident Indians, pension funds, accredited investors and/or any other categories of investors, who are authorised to invest in the Securities of the Company as per extant regulations/ guidelines or any combination of the above, whether they being existing holders of the Securities or not (collectively referred to as the "Investors"), as may be decided by the Board/Committee in its absolute discretion and permitted under applicable laws and regulations, at such price or prices, at a discount or premium to market price or prices permitted under applicable laws, with authority to retain over subscription up to such percentage as may be permitted under applicable laws/regulations, in such manner and on such terms and conditions including the discretion to determine the categories of Investors to whom the offer, issue and allotment of Securities shall be made to the exclusion of others, in such manner, including allotment to stabilising agent in terms of green shoe option, if any, exercised by the Company, in such manner and on such terms and conditions as may be deemed appropriate by the Board/committee in its absolute discretion and as may be prescribed under applicable laws, including the discretion to determine the categories of Investors to whom to offer, issue and allot such Securities, and without requiring any further approval or consent from the Members at the time of such issue and allotment considering the prevailing market conditions and other relevant factors in consultation with the merchant banker(s) to be appointed by the Company so as to enable the Company to list its Securities on any stock exchanges in India or overseas jurisdictions.

ideaForge Technology Limited
EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,
Navi Mumbai - 400 710, Maharashtra (India)
Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007
Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
Chicago, Illinois

RESOLVED FURTHER THAT in the event the Company proposes to issue and allot any Eligible Securities (as defined under SEBI ICDR Regulations) by way of Qualified Institutions Placement ("QIP") to Qualified Institutional Buyers ("QIBs") in terms of Chapter VI of the SEBI ICDR Regulations :

I. The allotment of Eligible Securities shall only be made to QIBs as defined in the SEBI ICDR Regulations;

II. the Eligible Securities proposed to be offered, issued and allotted shall be fully paid-up (excluding warrants) and in dematerialized form and shall be subject to provisions of the Memorandum and Articles of Association of the Company;

III. The allotment of the Eligible Securities shall be completed within 365 days from the date of passing of the special resolution or such other time as may be allowed under the Act and/or the SEBI ICDR Regulations, and/or applicable and relevant laws/guidelines from time to time;

IV. The relevant date for determination of the floor price of the Eligible Securities to be issued shall be:

(i) in case of allotment of Equity Shares, the date of meeting in which the Board/ any committee authorised by the Board decides to open the issue, and/or,

(ii) in case of allotment of eligible convertible securities, either the date of the meeting in which the Board/ any committee authorised by the Board decides to open the issue of such convertible securities and/ or warrants simultaneously with non-convertible debentures or the date on which the holders of such convertible securities become entitled to apply for the Equity Shares, as may be determined by the Board/ any committee authorised by the Board;

V. The issuance and allotment of the Eligible Securities by way of the QIP shall be made at such price that is not less than the price determined in accordance with the pricing formula provided under Chapter VI of the SEBI ICDR Regulations ("Floor Price"), the Act and other applicable laws, and the price determined for the QIP shall be subject to appropriate adjustments as per the provisions of the applicable laws, including the SEBI ICDR Regulations. However, the Board, at its absolute discretion and in consultation with the book running lead manager(s), may offer a discount of not more than 5%, or such other percentage as may be permitted under applicable law, on the Floor Price;

VI. The number and/or price of the Eligible Securities or the underlying Equity Shares issued on conversion of eligible convertible securities shall be appropriately adjusted for corporate actions such as bonus issue, rights issue, stock split or consolidation of shares, merger, demerger, transfer of undertaking, sale of division, reclassification of equity shares into other securities, issue of equity shares by way of capitalisation of profit or reserves, or any such capital or corporate restructuring;

ideaForge Technology Limited

EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,

Navi Mumbai - 400 710, Maharashtra (India)

Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007

Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
Chicago, Illinois

VII. The Eligible Securities shall not be eligible to be sold by the allottee for a period of one year from the date of allotment, except on a recognized stock exchange, or except as may be permitted under the SEBI ICDR Regulations, from time to time;

VIII. No single allottee shall be allotted more than 50% of the issue size and the minimum number of allottees shall be in a manner as may be prescribed from time to time under the SEBI ICDR Regulations and a minimum of 10% of the Eligible Securities shall be allotted to mutual funds and if mutual funds do not subscribe to the aforesaid minimum percentage or any part thereof, such minimum portion or part thereof may be allotted to other QIBs; QIBs belonging to same group or under same control shall be deemed to be single allottee;

IX. The Company shall not undertake any subsequent QIP until the expiry of two weeks or such other time as may be prescribed under the SEBI ICDR Regulations, from the date of the prior QIP made pursuant to one or more special resolutions;

X. The tenure of the convertible or exchangeable Eligible Securities issued through the QIP shall not exceed sixty months from the date of allotment;

XI. No allotment shall be made, either directly or indirectly, to any person who is a promoter, or any person related to the promoters of the Company in terms of the SEBI ICDR Regulations; and

XII. The credit rating agency will monitor the use of proceeds and submit its report in the specified format of Schedule XI of the SEBI ICDR Regulations on quarterly basis till hundred percent of the proceeds have been utilized;

RESOLVED FURTHER THAT the Securities to be created, offered, issued, and allotted, in pursuance of the aforesaid resolution, shall be subject to the provisions of the memorandum of association and articles of association of the Company and any Equity Shares that may be created, offered, issued and allotted by the Company shall rank pari-passu with the existing equity shares of the Company in all respects (including with respect to entitlement to dividend, voting rights or otherwise) from the date of respective allotment thereof, in accordance with the applicable laws.

RESOLVED FURTHER THAT the Board or duly constituted committee thereof, be and is hereby authorized to issue and allot such number of Equity Shares as may be required to be issued and allotted upon conversion of any Securities or as may be necessary in accordance with the terms of the offering. All such Equity Shares shall rank pari-passu with the existing Equity Shares in all respects.

RESOLVED FURTHER THAT in case of offering of any Securities, including without limitation any GDRs/ ADRs or other securities convertible into equity shares, the approval of the Members of the Company be and is hereby accorded to the Board to issue and allot such number of equity shares as may be required to be issued and allotted upon conversion, redemption or cancellation of any such Securities referred to above in accordance with the terms of issue/ offering in respect of such Securities and such equity shares shall rank pari-passu with the existing equity shares of the Company in all respects, except as may be provided otherwise under the terms of issue/ offering and in the offer document

ideaForge Technology Limited

EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,

Navi Mumbai - 400 710, Maharashtra (India)

Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007

Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
Chicago, Illinois

and/or placement document and/or offer letter and/or offering circular and/or listing particulars.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board or a committee thereof, in consultation with the book running lead manager(s), advisors and/or other intermediaries as may be appointed in relation to the Issue, be and is hereby authorized to do such acts, deeds, matters and take all steps as may be necessary including without limitation, the determination of the terms and conditions of the issue/ QIP including among other things, the date of opening and closing of the QIP, the class of investors to whom the Securities are to be issued, determination of the number of Securities, tranches, issue price, finalisation and approval of preliminary and final placement document(s), interest rate, listing, premium/discount, permitted under applicable law (now or hereafter), conversion of Securities, if any, redemption, allotment of Securities, listing of securities at Stock Exchange(s) and to sign and execute all deeds, documents, undertakings, agreements, papers, declarations and writings as may be required in this regard including without limitation, the private placement offer letter (along with the application form), information memorandum, disclosure documents, the preliminary placement document and the placement document, placement agreement, escrow agreement, monitoring agency agreement and any other documents as may be required, approve and finalise the bid cum application form and confirmation of allocation notes, seek any consents and approvals as may be required, provide such declarations, affidavits, certificates, consents and/or authorities as may be required from time to time, finalize utilisation of the proceeds of the issue/ QIP, give instructions or directions and/or settle all questions, difficulties or doubts that may arise at any stage from time to time, and give effect to such modifications, changes, variations, alterations, deletions, additions as regards the terms and conditions as may be required by SEBI, MCA, the book running lead manager(s), or other authorities or intermediaries involved in or concerned with the issue/ QIP and as the Board may in its absolute discretion deem fit and proper in the best interest of the Company without being required to seek any further consent or approval of the Members or otherwise, and that all or any of the powers conferred on the Company and the Board pursuant to this resolution may be exercised by the Board to the end and intent that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution, and all actions taken by the Board or any committee constituted by the Board to exercise its powers, in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions be and are hereby approved, ratified and confirmed in all respects.

RESOLVED FURTHER THAT the Board or duly constituted committee thereof, be and is hereby authorized to approve, finalise, execute, ratify, and/or amend/modify agreements and documents, including any power of attorney, lock up letters, and agreements in connection with the appointment of any intermediaries and/or advisors (including for marketing, listing, trading and appointment of book running lead managers/ legal counsel/ bankers/ advisors/ registrars/monitoring agency and other intermediaries as required) and to pay any fees, commission, costs, charges and other expenses in connection therewith.

RESOLVED FURTHER THAT the Board or duly constituted committee thereof, be and is authorised to seek the listing of Eligible Securities on any stock exchange(s) by submitting the listing applications to such stock exchange(s) and taking all actions that may be necessary in connection with obtaining such listing approvals (both in-principle and final listing and trading approvals), filing of requisite documents/making declarations with the MCA, RoC, RBI, SEBI and any other statutory/regulatory

ideaForge Technology Limited

EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,

Navi Mumbai - 400 710, Maharashtra (India)

Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007

Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
Lincoln, Oregon

authority(ies), and any other deed(s), document(s), declaration(s) as may be required under the applicable laws as may be necessary to give effect to this resolution.

RESOLVED FURTHER THAT the Board, shall have the authority and power to accept any modification in the proposal as may be required or imposed by SEBI/ Stock Exchanges where the shares of the Company are listed or such other appropriate authorities at the time of according/ granting their approvals to issue, allotment and listing thereof and as agreed to by the Board.

RESOLVED FURTHER THAT the Board, be and is authorised to open one or more bank accounts, including escrow account(s), in the name of the Company, in Indian currency or foreign currency(ies) as may be required, subject to requisite approvals, if any, and to give such instructions including closure thereof as may be required and deemed appropriate by the Board/ committee and the said bank(s) be and is/ are hereby authorized to honor all cheques and other negotiable instruments drawn, accepted or endorsed and instructions given by the Board/ committee on behalf of the Company.

RESOLVED FURTHER THAT subject to applicable law, the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Director(s), committee(s), executive(s), officer(s) or representatives(s) of the Company or to any other person(s) to do all such acts, deeds, matters and things and also to execute such documents, writings etc., and to represent the Company before any government authorities, as may be necessary to give effect to this resolution."

2. ALTERATION OF ARTICLES OF ASSOCIATION OF THE COMPANY

RESOLVED THAT pursuant to the provisions of Section 14 read with the Companies (Incorporation) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modifications or re-enactment thereof for the time being in force) (the "Act"), and in accordance with the enabling provisions of the articles of association and other applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations") and subject to the necessary approval(s), permissions, consents and sanctions required, if any by the statutory authority and all other applicable laws and regulations if any, and pursuant to the recommendation of board of directors, approval of the members of the Company be and is hereby accorded for amendment of the Articles of Association of the Company with respect to definition of Promoter specified therein and as detailed in the explanatory statement annexed to the Notice of Postal Ballot.

RESOLVED FURTHER THAT the aforesaid amendment shall be in partial modification of the special resolutions passed by the members on September 06, 2025, solely to the extent of aligning the definition of "Promoter" under the Articles of Association with the definition prescribed under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the consequential interpretation and applicability of the relevant provisions of the Articles of Association.

RESOLVED FURTHER THAT any of the directors of the Company and Company Secretary of the Company be and are hereby severally authorized to take all steps for giving effect to the aforesaid resolution, including filing of the necessary forms with the Registrar of Companies and do all such acts, deeds, matters and things as may be required to be done to give effect to the above resolution and to settle

ideaForge Technology Limited

EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,

Navi Mumbai - 400 710, Maharashtra (India)

Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007

Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
Company, Singapore

any question or difficulty that may arise with regard to the aforesaid purpose and which it may deem fit in the interest of the Company".

By the order of the Board of Directors
For ideaForge Technology Limited

Sd/-
Nilesh Ranjan Jaywant
Company Secretary & Compliance Officer
ACS - 26554

Date: June 03, 2026
Place: Navi Mumbai

Registered Office:
EL-146, TTC Industrial Area, Electronic
Zone MIDC, Mahape, Navi Mumbai – 400 710,
Maharashtra

ideaForge Technology Limited
EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,
Navi Mumbai - 400 710, Maharashtra (India)
Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007
Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
Educator, Integrator

NOTES FOR MEMBERS' ATTENTION:

  1. The relevant explanatory statement pursuant to Section 102(1) and 110 of the Companies Act, 2013 ("the Act") read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations"), Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India along with the details in terms of Regulation 36(3) of the SEBI Listing Regulations stating all material facts and reasons for the proposed resolution(s) set out above is annexed hereto and forms part of this Notice.

  2. The Postal Ballot is being conducted in compliance with all applicable provisions of the Act and rules made there under read with Circulars issued by the Ministry of Corporate Affairs ("MCA").

  3. In accordance with the MCA Circulars mentioned hereinabove, the Notice is being sent to the members of the Company only through electronic mode only to those members whose e-mail addresses are registered with the Company/ Depository Participant as on the Cut-off date i.e. Friday, May 29, 2026. Accordingly, Members can vote only through the e-voting process only. As per the Circulars, physical copies of the Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through e-voting only. In respect of those members who have not registered their e-mail IDs

  4. A person whose name is recorded in the Register of Members or in register of beneficial owners maintained by the Depositories as on the cut-off date, i.e. Friday, May 29, 2026, ("Cut-Off date") only shall be entitled to avail the facility of e-voting.

  5. Since, this notice is to be sent to the Members through e-mail only, the Members who have not registered their e-mail addresses are requested to register the same with the Depository Participant(s) where they maintain their demat accounts, and their shares are held in electronic form, and are requested to register / update their e-mail address to MUFG Intime Private Limited (Formerly known as Link Intime Private Limited), Registrar and Share Transfer Agent("the RTA") at [email protected].

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 e-mail IDs with the Company/ RTA/ Depositories, shall be entitled to vote in relation to the resolution specified in this Notice in accordance with the process specified hereinafter.

  1. Members may please note that the Notice will also be available on the Company's website at https://ideaforgetech.com/, websites of the Stock Exchanges i.e. BSE Limited ("BSE") at

ideaForge Technology Limited

EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,

Navi Mumbai - 400 710, Maharashtra (India)

Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007

Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
E-Health, Inc.

www.bseindia.com and National Stock Exchange of India Limited ("NSE") at www.nseindia.com and on the website of the e-voting agency- at www.evoting.nsdl.com/ .

  1. Members desiring to exercise their vote through the e-voting process are requested to read the instructions in the Notes under the section "General information and instruction relating to e-voting" in this Notice. Members are requested to cast their vote through the e-voting process not later than on Saturday, July 04, 2026, at 05:00 P.M. (IST) to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the Member.

  2. The voting rights of the members shall be in the proportion to their share of the paid-up equity share capital as on above referred Cut-Off date.

  3. The resolutions, if approved by the requisite majority shall be deemed to have been passed on the last date specified for receipt of votes through the e-voting process i.e., Saturday, July 04, 2026. The resolution, if passed, shall be deemed to have been passed as if the same has been passed at a general meeting of the members convened in that behalf.

  4. The relevant documents referred to in the accompanying Notice and the Statement pursuant to Section 102 of the Act, shall be available for inspection electronically by the members on the website of the Company at https://ideaforgetech.com/ and on the website of NSDL at www.evoting.nsdl.com/ during the abovementioned period.

  5. The Board of Directors, in their meeting held on Wednesday, June 03, 2026, have appointed has appointed Mr. S. N. Viswanathan, (COP 24335) or failing him Ms. Ashwini Vartak (COP 16723) of S. N. ANANTHASUBRAMANIAN & CO., Company Secretaries, (ICSI Unique Code: P1991MH040400) as scrutinizer to scrutinize the e-voting process in a fair and transparent manner and submit the scrutinizers report to declare the voting results. They have also given her consent for such an appointment approved by the Board in their meeting. The Scrutinizer's decision on the validity of e-voting shall be final. The result of the Postal Ballot along with the Scrutinizers' Report will also be placed on the Company's website at https://ideaforgetech.com/ and on the website of NSDL at http://www.evoting.nsdl.com. The Company shall simultaneously forward the result to NSE and BSE, where the equity shares of the Company are listed.

  6. There will be one E-vote for every Folio/Client ID irrespective of the number of joint holders. In case of joint holders, only such joint holders who is higher in the order of names will be entitled to vote.

  7. Voting Rights in the Postal Ballot cannot be exercised by a proxy.

ideaForge Technology Limited

EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,

Navi Mumbai - 400 710, Maharashtra (India)

Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007

Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
E-Health, E-Health

  1. The e-voting period commences on Friday, June 05, 2026, at 09.00 A.M. (IST) and ends on Saturday, July 04, 2026, at 05.00 P.M. (IST) (both days inclusive). During this period, Members of the Company holding shares either in physical form or in dematerialized form, as on the Cut-off date i.e. Friday, May 29, 2026, may cast their vote by e-voting. The Scrutinizer will submit her report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny and the result of the voting by postal ballot through the e-voting process will be announced by the Chairman or any Director/Official(s) of the Company duly authorized, within 48 hours from the conclusion of e-voting i.e. on or before Monday, July 06, 2026, and will also be displayed on the website of the Company (https://ideaforgetech.com/), besides being communicated to the Stock Exchanges, where Equity Shares of the Company are listed and Registrar and Share Transfer Agent of the Company.

  2. Corporate/ Institutional Members (i.e. other than Individuals, HUF, NRI, etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/ Authority Letter, etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at e-mail id: [email protected] with a copy marked to www.evoting.nsdl.com/. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

  3. 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 Members holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are advised to update their mobile number and e-mail id in their demat accounts in order to access e-voting facility.

GENERAL INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING

The General Instructions for Members voting electronically are as under:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode Details on Step 1 are mentioned below:

Type of shareholders Login Method

ideaForge Technology Limited

EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,

Navi Mumbai - 400 710, Maharashtra (India)

Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007

Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
Crowded Propulsion

Individual Shareholders holding securities in demat mode with NSDL.

  1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp/. You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or eVoting service provider i.e. NSDL and you will be redirected to eVoting website of NSDL for casting your vote during the eVoting period.

  2. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com/ either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under eVoting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the e-Voting period.

  3. If you are 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 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the e-Voting period.

  5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

ideaForge Technology Limited
EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,
Navi Mumbai - 400 710, Maharashtra (India)
Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007
Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
Crowd Enigma

Individual Shareholders holding securities in demat mode with CDSL 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com/ and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
2. After successful login the Easi / Easiest user will be able to see the eVoting option for eligible companies where the eVoting is in progress as per the information provided by company. On clicking the eVoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.
3. The user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com/ and click on login & New System Myeasi Tab and then click on registration option
4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from ae-Voting link available on www.cdslindia.com/ home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers

ideaForge Technology Limited

EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,

Navi Mumbai - 400 710, Maharashtra (India)

Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007

Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
Crowd Enzyme

Individual Shareholders (holding securities in demat mode) login through their depository participants
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

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

ideaForge Technology Limited
EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,
Navi Mumbai - 400 710, Maharashtra (India)
Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007
Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
Lincoln, Oregon

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
  2. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below:
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is:
a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012.
b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID
For example if your Beneficiary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company
For example if folio number is 001 and EVEN is 101456 then user ID is 101456001
  1. Password details for shareholders other than Individual shareholders are given below:

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

ideaForge Technology Limited

EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,

Navi Mumbai - 400 710, Maharashtra (India)

Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007

Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
Creative Imagery

and cast your vote.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

c) How to retrieve your 'initial password'?

(i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.

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

  1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:

a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com/.

b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com/.

c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected]/ mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

  1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.

  2. Now, you will have to click on "Login" button. After you click on the "Login" button, Home page of e-Voting will open.

  3. After you click on the "Login" button, Home page of e-Voting will open.

ideaForge Technology Limited

EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,

Navi Mumbai - 400 710, Maharashtra (India)

Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007

Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
E-Health, Drugstore

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

  1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status. 2
  2. Select "EVEN" of company for which you wish to cast your vote during the e-Voting period. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join Meeting".
  3. Now you are ready for e-Voting as the Voting page opens.
  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
  5. Upon confirmation, the message "Vote cast successfully" will be displayed.
  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page
  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]/. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "eVoting" tab in their login.
  2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
  3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-Voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call at 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, National Securities Depository Ltd., 3rd Floor, Naman Chamber, Plot C-32, G-Block, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra

  4. 400051 at the designated email address: [email protected]/ or at telephone no. 022-48867000

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

ideaForge Technology Limited

EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,

Navi Mumbai - 400 710, Maharashtra (India)

Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007

Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
Crocodylic Integrity

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected]

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [[email protected]]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

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

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

ideaForge Technology Limited

EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,

Navi Mumbai - 400 710, Maharashtra (India)

Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007

Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
Creative Imagery

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO.1

To finance the funding requirements of the Company for its existing as well as new growth and expansion opportunities, including but not limited to capital expenditure including greenfield and/or brownfield and/or working capital requirements of the Company and/or its subsidiaries and/or its affiliates, if any, and/or including loans to and investments in existing or future subsidiaries, joint ventures, and affiliates for their long term & short term business purposes expansion and modernization initiatives and/or investment in product developments including and not limited to research and development related investment and/or exploration of acquisition opportunities and/or pre payment and/or repayment of Company and/or its subsidiaries/joint ventures debts; and general corporate purposes, the Company requires additional capital as may be permissible under applicable law and approved by the Board of Directors ("Board of Directors" which term shall include any committee constituted/ to be constituted by the Board) of the Company.

In view of the above, subject to compliance with applicable law and approval of Members of the Company, the Board of Directors ("Board", which term shall include any committee constituted/ to be constituted by the Board), at its meeting held on June 3, 2026 approved to raise funds aggregating up to and not exceeding Rs. 5,000.00 million (Rupees Five Thousand million only) through issuance of fully paid-up Equity Shares, fully or partly convertible debentures, non-convertible debentures along with warrants, any other equity based instruments or securities, convertible preference shares of any kind or type, Global Depository Receipts ("GDRs"), American Depository Receipts ("ADRs"), Foreign Currency Convertible Bonds ("FCCBs"), (all of which are hereinafter referred to as "Securities") and/or any other financial instruments/ securities convertible into and/or linked to Equity Shares (including warrants (detachable or not), or otherwise, in registered or bearer form) or any combination thereof, in one or more tranches and/or one or more issuances simultaneously or otherwise, whether Rupee denominated or denominated in one or more foreign currencies, including by way of preferential issue(s), private placement(s), qualified institutions placement(s) and/or any combination thereof or any other method as may be permitted under applicable laws, to eligible investors, in the course of domestic or international offerings, through preliminary placement document, placement document and/or other permissible/ requisite offer documents/ writings/ circulars/ memoranda in such a manner to any eligible person, including qualified institutional buyers in accordance with Chapter VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), or otherwise, foreign/ resident investors (whether institutions, banks, incorporated bodies, mutual funds, individuals, trustees or otherwise), venture capital funds (foreign or Indian), alternative investment funds, foreign portfolio investors, Indian and/or multilateral financial institutions, non-resident Indians, pension funds and/or any other categories of investors, who are authorised to invest in the Securities of the Company as per extant regulations/ guidelines or any combination of the above whether they being existing holders of the Securities or not (collectively referred to as the "Investors"), in terms of (a) the SEBI ICDR Regulations; (b) applicable provisions of the Companies Act, 2013 ("the Act") and the applicable rules made thereunder (including the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014), each including any amendment(s), statutory modification(s), or re-enactment(s) thereof; and (c) other applicable law.

ideaForge Technology Limited

EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,

Navi Mumbai - 400 710, Maharashtra (India)

Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007

Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
Chicago, Illinois

Further, pursuant to Section 62 of the Act, where a company proposes to increase its subscribed capital by a further issue of shares, such equity shares are required to be offered to the existing shareholders of the Company in the manner prescribed therein, unless the shareholders decide otherwise by way of a special resolution. Since the Special Resolution proposed in the business set out in the Notice may result in the issuance of Equity Shares of the Company to persons other than the existing Members of the Company, approval of the shareholders is being sought pursuant to the provisions of Section 62(1)(c), Section 42 and other applicable provisions, if any, of the Act, read with the rules framed thereunder, as well as the applicable provisions of the SEBI ICDR Regulations.

The special resolution set out at item no. 1 seeks to give the Board powers to issue Securities in one or more tranche/issuance or tranches/issuances, at such time or times, at such price or prices, to such Investors and through such permissible mechanisms as referred above, without requiring fresh approval from the Members of the Company, as the Board may, in its absolute discretion, deem fit.

[In case the Issue is made through a Qualified Institutions Placement ("QIP") to Qualified Institutional Buyers ("QIBs") in terms of Chapter VI of the SEBI ICDR Regulations: (I) The allotment of Eligible Securities shall only be made to QIBs as defined in the SEBI ICDR Regulations; (II) the Eligible Securities proposed to be offered, issued and allotted shall be fully paid-up (excluding warrants) and in dematerialized form and shall be subject to provisions of the Memorandum and Articles of Association of the Company; (III) the allotment of the Eligible Securities shall be completed within a period of 365 days from the date of passing of the special resolution or such other time as may be allowed under the Act and/or SEBI ICDR Regulations, and/or applicable and relevant laws/guidelines from time to time; (IV) the pricing of the Securities that may be issued to QIBs pursuant to a QIP, shall be determined by the Board, in accordance with Regulation 176 under Chapter VI of the SEBI ICDR Regulations and applicable laws, which shall be subject to appropriate adjustments as per the provisions of the applicable laws, including SEBI ICDR Regulations and applicable laws. The resolution enables the Board to offer such discount as permitted under applicable law, on the price determined pursuant to the SEBI ICDR Regulations. The Company may, in accordance with applicable law, and in consultation with the book running lead managers offer a discount, of not more than 5%, or such percentage as permitted under applicable law, on the floor price determined pursuant to the SEBI ICDR Regulations. The 'Relevant Date' for this purpose would be the date when the Board or a duly authorized committee of the Board decides to open the QIP for subscription, if Equity Shares are issued, or, in case of issuance of eligible convertible securities to QIBs by way of QIPs, either the date of the meeting in which the Board/ any committee authorized by the Board decides to open the issue of such convertible securities or the date on which the holders of such convertible securities become entitled to apply for the Equity Shares, as may be determined by the Board/ any committee authorized by the Board; [None of the promoter and or any person related to the promoters of the Company shall participate in the issue. The Eligible Securities (excluding warrants) shall be allotted as fully paid up and in dematerialised form. The Eligible Securities shall not be eligible to be sold by the allottee for a period of one year from the date of allotment, except on a recognized stock exchange, or except as may be permitted under the SEBI ICDR Regulations, from time to time. No single allottee shall be allotted more than 50% of the issue size and the minimum number of allottees shall be in a manner as may be prescribed from time to time under the SEBI ICDR Regulations and a minimum of 10% of the Eligible Securities shall be allotted to mutual funds and if mutual funds do not subscribe to the aforesaid minimum percentage or any part thereof, such minimum portion or part thereof may be allotted to other QIBs. QIBs belonging to same group or under same control shall be deemed to be single allottee.]

ideaForge Technology Limited

EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,

Navi Mumbai - 400 710, Maharashtra (India)

Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007

Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
Educator, Analysts

Change in Control: There would be no change in control pursuant to the said issue of Equity Shares or other permissible securities. The Equity Shares will be offered and issued to such Investors who are eligible to acquire such Equity Share or other permissible securities in accordance with the applicable laws, rules, regulations and guidelines.

The resolution proposed is an enabling resolution and the exact price, proportion and timing of the issue of the Securities in one or more tranches and the remaining detailed terms and conditions for the Issue will be decided by the Board/ its duly constituted committee, in accordance with the SEBI ICDR Regulations and such other applicable laws, in consultation with book running lead manager(s) and/or other advisor(s) appointed in relation to the Issue and such other authorities and agencies as may be required to be consulted by the Company, considering the prevailing market conditions and in accordance with the applicable provisions of law and other relevant factors. Further, the Company is yet to identify the investor(s) and decide the quantum of Securities to be issued to them. Hence, the details of the proposed allottees, percentage of their post Issue shareholding and the shareholding pattern of the Company are not provided. The proposal, therefore, seeks to confer upon the Board/ its duly constituted committee the absolute discretion and adequate flexibility to determine the terms of the Issue, including but not limited to the identification of the proposed investors in the Issue and quantum of Securities to be issued and allotted to each such investor, in accordance with the provisions of the SEBI ICDR Regulations, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; the Companies Act, 2013; the Foreign Exchange Management Act, 1999 and the regulations made thereunder, including the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, the Consolidated FDI Policy issued by the Department for Promotion of Industry & Internal Trade, Ministry of Commerce and Industry, Government of India from time to time, each as amended; and other applicable law.

The Securities to be offered, issued, and allotted by the Company pursuant to the Issue in terms of the Special Resolution set out at item no. 1 would be subject to the provisions of the Memorandum of Association and Articles of Association of the Company and any Equity Shares that may be created, offered, issued and allotted by the Company pursuant to Issue/ QIP, shall rank, in all respects, pari-passu with the existing Equity Shares of the Company.

The Securities allotted as above would be listed on the Stock Exchanges. As and when the Board takes a decision on matters on which it has the discretion, necessary disclosures will be made to the Stock Exchanges as may be required under the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

The approval of the members is being sought to enable the Board to decide on the issuance of Securities, to the extent and in the manner stated in the Special Resolution set out in item no. 1, without the need for any fresh approval from the Members of the Company in this regard.

None of the directors or key managerial personnel of the Company, or their respective relatives, is concerned or interested (financially or otherwise), except to the extent of their shareholding, if any, in the Company, in the resolution set out at item no. 1.

ideaForge Technology Limited

EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,

Navi Mumbai - 400 710, Maharashtra (India)

Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007

Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
Chicago, Illinois

The proposed issue is in the interest of the Company and the Board recommends the Special Resolution set out at item no. 1 for your consideration and approval.

This Notice does not constitute an offer or invitation or solicitation of an offer of securities to the public within or outside India. Nothing in this notice constitutes an offer of securities for sale or solicitation in any jurisdiction in which such offer or solicitation is not authorized or where it is unlawful to do so.

ITEM NO 2

Pursuant to the recommendation of the Board of Directors of the Company, at its meeting held on Wednesday, June 03, 2026, approved amendment to the Articles of Association of the Company, subject to the necessary approvals.

The Members are hereby informed that the Company proposes to amend its Articles of Association by replacing the definition of "Promoters" with the definition specified under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") and other applicable laws.

Since the term "Promoter" is specifically defined under SEBI ICDR Regulations, the Company also proposes to align the definition of "Promoter" in the Articles of Association with the definition prescribed under the SEBI ICDR Regulations and other applicable laws. The proposed amendment is intended to ensure regulatory consistency and avoid any ambiguity in the interpretation and application of the provisions of the Articles of Association.

The proposed amendment clarifies that the identification, interpretation and applicability of the term "Promoter" and the rights attached thereto under the Articles of Association shall at all times remain subject to the definition and treatment of "Promoter" under the applicable SEBI ICDR Regulations and other applicable laws, as amended from time to time.

The proposed amendment would also result in consequential modifications to certain resolutions approved by the members on September 06, 2025, solely to the extent arising from the revised definition of "Promoter" under the Articles of Association, and accordingly, the applicability and interpretation of promoter-linked/related rights under the Articles of Association shall be governed by the definition of "Promoter" under the applicable SEBI regulations and other applicable laws as amended from time to time.

The proposed amendments are detailed below:

S.No. Heading Existing Clause Revised/Addition Clause
1. Definitions "Promoters" shall collectively refer to Mr. Ankit Mehta, Mr. Ashish Bhat, Mr. Rahul Singh and Mr. Vipul Joshi "Promoter" shall have the same meaning as defined under Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

Accordingly, the Board of Directors recommends the passing of item no 2 as special resolution for amending the Articles of Association.

ideaForge Technology Limited
EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,
Navi Mumbai - 400 710, Maharashtra (India)
Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007
Email: [email protected] CIN No. L31401MH2007PLC167669


www.ideaforgetech.com

ideaForge
Crocodile Magazine

The members may note that existing and amended Articles of Association of the Company is also available at the website of the Company at https://ideaforgetech.com/

None of the other Directors/Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in this resolution

By the order of the Board of Directors
For ideaForge Technology Limited

Sd/-
Nilesh Ranjan Jaywant
Company Secretary & Compliance Officer
ACS - 26554

Date: June 03, 2026
Place: Navi Mumbai

Registered Office:
EL-146, TTC Industrial Area, Electronic
Zone MIDC, Mahape, Navi Mumbai – 400 710,
Maharashtra

ideaForge Technology Limited
EL-146, T.T.C. Industrial Area, M.I.D.C. Mahape,
Navi Mumbai - 400 710, Maharashtra (India)
Ph.(O): +91 (22) 6787 1000 (F) +91 (22) 6787 1007
Email: [email protected] CIN No. L31401MH2007PLC167669