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IKOMA TECHNOLOGIES LIMITED Proxy Solicitation & Information Statement 2026

Jun 5, 2026

63158_rns_2026-06-05_984f4b17-0900-403b-ad50-518649bfc194.pdf

Proxy Solicitation & Information Statement

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IKOMA TECHNOLOGIES LIMITED

(Formerly known as Vuenow Infratech Limited)

CIN: L62099MH1993PLC074167

Reg. Office: Office No. S-157, 2nd floor, Fantasia Multiplex Entertainment Complex,

Sector-30A, Vashi, Thane, Navi Mumbai, Maharashtra-400703

Corporate Office: New No. 34 Old No. 77 Division B, III Floor Maddox Street Choolai, Vepery,

Chennai, Perambur Purasawalkam, Tamil Nadu- 600007

[email protected] Website: https://ikoma.co.in/

To,

Date: June 05, 2026

BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street Mumbai - 400001 Scrip Code: 531997 Symbol: IKOMA ISIN: INE164D01010

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

Pursuant to Regulation 30 of the Listing Regulations, please find enclosed a copy of the Postal Ballot Notice dated June 5, 2026 together with the Explanatory Statement thereto ("Postal Ballot Notice"), for seeking approval of the members of the Company on the Special Business, as set out below, through Postal Ballot by means of remote e-voting process ("e-voting"), pursuant to the provisions of Sections 110 and 108 of the Companies Act, 2013 read with applicable guidelines /circulars / rules issued by the Ministry of Corporate Affairs inter alia including General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 including the latest being the General Circular No. 03/2025 dated September 22, 2025 (collectively termed as ("MCA Circulars") and Securities and Exchange Board of India, from time to time, ("SEBI Circulars") (MCA Circulars and SEBI Circulars are collectively termed as "Circulars"), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ("SS-2") and any other applicable laws, rules, and regulations:

Sr. No. Description of Resolutions Type of Resolutions
1. Appointment of Mr. Amit Balgotra (DIN: 11648446) as a Non-Executive Independent Director Special Resolution
2. Appointment of Mr. Jatin (DIN: 11648564) as a Non-Executive Independent Director Special Resolution
3. Appointment of Mr. Anil Kumar Kothari (DIN: 11650504) as a Non-Executive Independent Director Special Resolution
4. Appointment of Ms. Preeti Kiran Mehta (DIN: 10538512) as a Non-Executive Non-Independent Director Ordinary Resolution
5. Appointment of Mr. Nitesh Jain (DIN: 10630217) as a Non-Executive Non-Independent Director Ordinary Resolution
6. Appointment of Mr. Bhavesh Bhairaram Lohar (DIN: 10238291) as a Non-Executive Non-Independent Director Ordinary Resolution
7. Appointment of Mr. Paras Chand Jain (DIN: 10292545) as Whole Time Director of the Company for a period of one year Special Resolution

IKOMA TECHNOLOGIES LIMITED

(Formerly known as Vuenow Infratech Limited)

CIN: L62099MH1993PLC074167

Reg. Office: Office No. S-157, 2nd floor, Fantasia Multiplex Entertainment Complex,
Sector-30A, Vashi, Thane, Navi Mumbai, Maharashtra-400703

Corporate Office: New No. 34 Old No. 77 Division B, III Floor Maddox Street Choolai, Vepery,
Chennai, Perambur Purasawalkam, Tamil Nadu- 600007

[email protected] Website: https://ikoma.co.in/

In compliance with the applicable Circulars, the Postal Ballot Notice is being sent to all members whose names appear in the Register of Members / Register of Beneficial Owners maintained by the Depositories viz. National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") and whose email address is registered with NSDL/CDSL and/or Purva Sharegistry (India) Private Limited ("RTA") as on Friday, May 29, 2026 ("cut-off date").

The Company engaged the services of Purva Sharegistry India Pvt Ltd ("RTA") for facilitating e-voting to enable the members to cast their votes electronically. The e-voting on the resolutions as set out in the Postal Ballot Notice shall commence on Saturday, June 06, 2026, at 9:00 a.m. (IST) and ends on Sunday, July 05, 2026, at 5:00 p.m. (IST). The e-voting module shall be disabled by RTA thereafter. Once a Member has exercised the vote, whether partially or otherwise, shall not be allowed to change it subsequently or cast the vote again.

The Postal Ballot Notice along with the Explanatory Statement and instructions for e-voting, which is enclosed is also available on the Company's website at https://ikoma.co.in/investor-relation?cat=postal-ballot websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and on the e-voting website of RTA at https://www.purvashare.com/.

The results of the Postal Ballot will be announced within two working days of conclusion of e-voting.

Kindly take the same on record.

Yours faithfully,

For and on behalf of

Ikoma Technologies Limited

(Formerly known as Vuenow Infratech limited)

RAHUL
ANANDRAO
BHARGAV

Digitally signed by
RAHUL ANANDRAO
BHARGAV
Date: 2026.06.05
17:48:35 +05'30'

Rahul Anandrao Bhargav
Managing Director
DIN: 08548577


Reg. Office: Office No. S-157, 2nd floor, Fantasia Multiplex Entertainment Complex,

Sector-30A, Vashi, Thane, Navi Mumbai, Maharashtra-400703

Corporate Office: New No. 34 Old No. 77 Division B, III Floor Maddox Street Choolai, Vepery,

Chennai, Perambur Purasawalkam, Tamil Nadu- 600007

NOTICE OF POSTAL BALLOT

(Pursuant to Section 108, Section 110 of the Companies Act, 2013, read with Rule 20 and Rule 22 (1) of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of SEBI (LODR) Regulations, 2015)

VOTING STARTS ON VOTING ENDS ON
Saturday, June 06, 2026, at 9:00 a.m. (IST) Sunday, July 05, 2026, at 5:00 p.m. (IST)

Dear Members,

Notice of Postal Ballot is hereby given to the Members of Ikoma Technologies Limited (Formerly known as "Vuenow Infratech Limited") ("the Company"), pursuant to and in compliance with the provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), read with Rules 20 and 22 of the Rules ('the Rules'), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India ('SS-2'), each as amended, and in accordance with the requirements prescribed by the MCA for holding general meetings/ conducting postal ballot process through e-voting vide General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 05, 2020, General Circular No. 02/2021 dated January 13, 2021; General Circular No. 19/2021 dated December 08, 2021 read with General Circular No. 02/2022 dated May 05, 2022, General Circular No. 11/2022 dated December 28, 2022, General Circular No. 09/2023 dated September 25, 2023, General Circular No. 09/2024 dated September 19, 2024 and General Circular No. 03/2025 dated September 22, 2025 read with other relevant circulars issued in this regard ('MCA Circular'), to transact the Special Business as set out hereunder by passing Ordinary/Special Resolutions by way of postal ballot only, by voting through electronic means ('remote e-voting').

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

In compliance with the aforesaid MCA Circular, this Notice is being sent only through electronic mode to those Members whose email addresses are registered with Ikoma Technologies Limited ('the Company')/ Purva Sharegistry India Pvt Ltd, the Company's Registrars and Transfer Agent ('RTA') / National Securities Depository Limited ('NSDL') and/or Central Depository Services (India) Limited ('CDSL'), (NSDL and CDSL collectively 'Depositories') as on Friday, May 29, 2026 ("the cut off date").


Reg. Office: Office No. S-157, 2nd floor, Fantasia Multiplex Entertainment Complex,
Sector-30A, Vashi, Thane, Navi Mumbai, Maharashtra-400703

Corporate Office: New No. 34 Old No. 77 Division B, III Floor Maddox Street Choolai, Vepery,
Chennai, Perambur Purasawalkam, Tamil Nadu- 600007

Accordingly, a physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot. If your email address is not registered with the Company/ RTA/ Depositories/ Depository Participants, please follow the process provided in the notes to this Notice. The communication of assent /dissent of the Members on the resolution(s) proposed in the Notice will only take place through the remote e-voting system.

The communication of the assent or dissent of the Members would take place only through the remote e-voting.

In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules, MCA Circular and SS-2, the Company has engaged the services of Purva Sharegistry India Pvt Ltd ("RTA") for the purpose of providing remote e-voting facility to its Members to enable them to cast their votes electronically. The instructions and detailed procedure for remote e-voting are appended to this Notice. The Notice is also available on the website of the Company at https://ikoma.co.in/.

An explanatory statement pursuant to Section 102, 110 and other applicable provisions, if any, of the Act, pertaining to the special items setting out the material facts and reasons thereof along with the instructions/procedures for remote e-voting is annexed to this Postal Ballot Notice for your consideration.

Pursuant to Rule 22(5) of the Companies (Management and Administration) Rule, 2014, the Board of Directors, at its meeting held on May 29, 2026, has appointed Ms. Sonam Jain, Practicing Company Secretary, as the Scrutinizer for conducting the postal ballot voting process fairly and transparently.

The remote e-voting period commences from Saturday, June 06, 2026, at 9:00 a.m. (IST), and ends on Sunday, July 05, 2026, at 5:00 p.m. (IST). The Scrutinizer will submit the report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced on or before on Tuesday, July 07, 2026.

The said results along with the Scrutinizer's Report would be intimated to BSE Limited where the Equity Shares of the Company are listed. Additionally, the results will also be uploaded on the Company's website https://ikoma.co.in/ immediately after the declaration of Result.

You are requested to peruse the proposed Resolution along with the Explanatory Statement and thereafter record your assent or dissent by means of remote e-voting facility provided by the Company.

Members desiring to exercise their vote through the remote e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice for


casting of votes by remote e-voting not later than Sunday, July 05, 2026, at 5:00 p.m. (IST). The remote e-voting facility will be disabled by RTA immediately thereafter.

Special Business- 1

Appointment of Mr. Amit Balgotra (DIN: 11648446) as a Non-Executive Independent Director:

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

"RESOLVED THAT pursuant to the Section 149, 150 and 152 (2), Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 (1C), 25 (2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force); Articles of Association of the Company, approval and recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company; Mr. Amit Balgotra (DIN: 11648446), who was appointed as an Additional Director in the capacity of a Non - Executive Independent Director with effect from April 07, 2026, who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the LODR Regulations, and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company for a period of one (1) year effective from April 07, 2026 till April 06, 2027, and that he shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to any committee of directors with power to further delegate to or any other Officer(s) / Authorized Representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Special Business- 2

Appointment of Mr. Jatin (DIN: 11648564) as a Non-Executive Independent Director:

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

"RESOLVED THAT pursuant to the Section 149, 150 and 152 (2), Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 (1C), 25 (2A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force); Articles of Association of the Company, approval and recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company; Mr. Jatin (DIN: 11648564), who was appointed as an Additional Director in the capacity of a Non


  • Executive Independent Director with effect from April 07, 2026, who meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the LODR Regulations, and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company for period of one (1) year effective from April 07, 2026 till April 06, 2027, and that he shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to any committee of directors with power to further delegate to or any other Officer(s) / Authorized Representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution."

Special Business- 3

Appointment of Mr. Anil Kumar Kothari (DIN: 11650504) as a Non-Executive Independent Director:

Special Business- 4

Appointment of Ms. Preeti Kiran Mehta (DIN: 10538512) as a Non-Executive Non-Independent Director:

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

"RESOLVED THAT pursuant to the provisions of Sections, 152, 160, 161 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, if any), and pursuant to the applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any modification(s) or amendment(s) thereof, Articles of Association

of the Company and the recommendation of Nomination and Remuneration Committee and the Board of Directors of the Company, the consent of the members of the Company be and is hereby accorded to appoint Ms. Preeti (DIN: 10538512) who was appointed as an Additional Director (Non-Executive Non Independent) of the Company with effect from May 29th, 2026 under Section 161 of the Act, who holds office until passing of this resolution and in respect of whom the Company has received a notice in writing under Section 160 (1) of the Act from a member proposing her candidature for the office of Director, as a Non-Executive Non Independent Director of the Company, liable to retire by rotation.

Special Business- 5

Appointment of Mr. Nitesh Jain (DIN: 10630217) as a Non-Executive Non-Independent Director:

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

"RESOLVED THAT pursuant to the provisions of Sections, 152, 160, 161 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, if any), and pursuant to the applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any modification(s) or amendment(s) thereof, Articles of Association of the Company and the recommendation of

Nomination and Remuneration Committee and the Board of Directors of the Company, the consent of the members of the Company be and is hereby accorded to appoint Mr. Nitesh Jain (DIN: 10630217) who was appointed as an Additional Director (Non-Executive Non Independent) of the Company with effect from May 29th, 2026 under Section 161 of the Act, who holds office until passing of this resolution and in respect of whom the Company has received a notice in writing under Section 160 (1) of the Act from a member proposing his candidature for the office of Director, as a Non-Executive Non Independent Director of the Company, liable to retire by rotation.

Special Business- 6

Appointment of Mr. Bhavesh Bhairaram Lohar (DIN: 10238291) as a Non-Executive Non-Independent Director:

Special Business- 7

Appointment of Mr. Paras Chand Jain (DIN: 10292545) as Whole Time Director of the Company for the period of One year:

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

"RESOLVED THAT pursuant to the provisions of Sections 152, 160, and 161 and all other applicable provisions the Companies Act, 2013, the Companies (Appointment & Qualification of Directors) Rules, 2014 (as amended), the Company's Articles of Association, and Regulation 17(1C) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), Mr. Paras Chand Jain (DIN: 10292545), who was appointed as an Additional Director (Whole-Time Director) of the Company by the Board of Directors on April 07, 2026, upon the recommendation of the Nomination and Remuneration Committee, with effect from April 07, 2026, and his appointment having been recommended by the Nomination and Remuneration Committee and by the Board of Directors, be and is hereby appointed as a Director of the Company for a period of one year with effect from April 07, 2026.

"RESOLVED FURTHER THAT pursuant to the provisions of Sections 196, 197, 203, Schedule V and any other applicable provisions, if any, of the Companies Act, 2013 as amended from time to time, the Rules, Regulations, Guidelines and Circulars issued in this regards and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations, and subject to necessary approvals, if any, consent of the members be and is hereby accorded for appointment of Mr. Paras Chand Jain (DIN: 10292545) as Whole-Time Director of the Company for a period of One (1) year effective from April 07, 2026 till April 06, 2027 on such remuneration and terms & conditions as mentioned in the Explanatory statement annexed to the Postal Ballot Notice.

RESOLVED FURTHER THAT in the event of absence or inadequacy of net profits in any Financial Year, the remuneration payable to the Whole time Director shall be governed by Section II of Part II of the Schedule V of the Act or any modifications thereof or if so permitted, by the Board or any Committee thereof.

RESOLVED FURTHER THAT the Board of Directors/ N&RC of the Company be and is hereby authorized to alter and vary the terms and conditions of the said appointment (including authority, from time to time, to determine the amount of salary, the type and amount of perquisites, bonus and other benefits payable to Mr. Paras Chand Jain, in such manner as may be agreed to between the Company and Mr. Paras Chand Jain, within the limits approved by the Members and to the extent the Board may consider appropriate.

RESOLVED FURTHER THAT the Board of Director(s) of the Company be and are hereby authorised to alter and vary the terms and conditions as may deem appropriate in relation to the said appointment on the recommendations of Nomination & Remuneration Committee of the Company subject to terms as specified in explanatory statement, and in compliance with

Reg. Office: Office No. S-157, 2nd floor, Fantasia Multiplex Entertainment Complex, Sector-30A, Vashi, Thane, Navi Mumbai, Maharashtra-400703

Corporate Office: New No. 34 Old No. 77 Division B, III Floor Maddox Street Choolai, Vepery, Chennai, Perambur Purasawalkam, Tamil Nadu- 600007

the applicable provisions of the Act including but not limited to Section 197 read with Section 198 of the Act read with the rules made thereunder and other applicable laws.

Yours faithfully,

For Ikoma Technologies Limited

(Formerly known as Vuenow Infratech limited)

Sd/-

Rahul Anandrao Bhargav

Managing Director

DIN: 08548577

NOTES TO THE POSTAL BALLOT NOTICE

  1. The Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Act read with Rule 22 of Companies (Management and Administration) Rules, 2014 stating material facts and reasons for the proposed resolution is annexed hereto including the relevant details of the Directors seeking appointment/reappointment above as required by Regulation 36(3) of the Listing Regulations and Secretarial Standard – 2 on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India.

  2. In compliance with the MCA Circulars, the Postal Ballot Notice is being sent by electronic mode to all those shareholders, whose names appear in the Register of Members/List of Beneficial Owners maintained by the Company/ Depositories as on Friday, May 29, 2026 ("the Cut-off Date") and whose e-mail IDs are registered with the Company/ Depositories. For Members who have not registered their e-mail IDs, please follow the instructions given below under these Notes. Any shareholder who is not a member as on the said record date shall treat this notice for information purposes only.

  3. In accordance with the provisions of the MCA Circulars, Shareholders can vote only through the e-voting process. Shareholders are requested to provide their assent or dissent through e-voting only. Physical copies of the Postal Ballot Notice and pre-paid business reply envelopes are not being sent to shareholders for this Postal Ballot.

  4. In compliance with provisions of Section 108 and Section 110 and other applicable provisions, of the Act read with the Management Rules, the Company is pleased to offer e-voting facility to all the shareholders of the Company. For this purpose, the Company has engaged the services of RTA for facilitating e-voting to enable the shareholders to cast their votes electronically.

  5. Shareholders may please note that the Postal Ballot Notice will also be available on the Company's website at https://ikoma.co.in/, website of the Stock Exchange i.e. BSE Limited (BSE) at www.bseindia.com and on the website of the RTA at https://www.purvashare.com/.

  6. All the material documents referred to in this Notice, if any, shall be available for inspection based on requests received by the Company vide email at [email protected] on or before the last day of e-voting on postal ballot (i.e., Sunday, July 05, 2026, at 5:00 p.m. (IST)).

  7. The Postal Ballot Notice is being sent to all the shareholders electronically, whose names appear in the Register of Members / List of Beneficial Owners as received from Central Depository Securities Limited (CDSL) on Friday, May 29, 2026, being the cutoff date, are entitled to vote on the Resolutions set forth in this Postal Ballot Notice. The voting rights of such shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date.

Reg. Office: Office No. S-157, 2nd floor, Fantasia Multiplex Entertainment Complex, Sector-30A, Vashi, Thane, Navi Mumbai, Maharashtra-400703

Corporate Office: New No. 34 Old No. 77 Division B, III Floor Maddox Street Choolai, Vepery, Chennai, Perambur Purasawalkam, Tamil Nadu- 600007

  1. The voting through electronic means will commence on Saturday, June 06, 2026, at 9:00 a.m. (IST) and end on Sunday, July 05, 2026, at 5:00 p.m. The e-voting module shall be disabled by RTA for voting thereafter. Once the vote on a resolution(s) is cast by the shareholder, he/she shall not be allowed to change subsequently.

  2. A shareholder cannot exercise his/her vote by proxy on Postal Ballot.

  3. The Scrutinizer will submit their report to the Chairman, or any other Director authorised by him after completion of the scrutiny and the result of the Postal Ballot voting process will be declared within two working days from the end of voting, i.e., on or before Tuesday, July 07, 2026.

  4. Resolution passed by shareholders with as a special resolution, through Postal Ballot shall be deemed to have been passed at a General Meeting of Members convened on that behalf.

  5. The result of the Postal Ballot will be communicated to all the Stock Exchanges where the equity shares of the Company are listed and will be available on the website of the Company at https://ikoma.co.in/. The Special Resolutions, if passed by not less three times the number of votes, if any, cast against the resolution by members so entitled and voting shall be deemed to have been passed on Sunday, July 05, 2026, being the last date specified by the Company for e-voting.

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

i. The voting period begins on Saturday, June 06, 2026, at 9:00 a.m. (IST), and ends on Sunday, July 05, 2026, at 5:00 p.m. (IST). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, May 29, 2026 may cast their vote electronically. The e-voting module shall be disabled by PURVA for voting thereafter.

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

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

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

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

iii. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

Type of shareholders Login Method
Individual Shareholders holding securities in Demat mode with CDSL Depository 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 to Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.
3. If 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 a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode with NSDL Depository 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period.
2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period. 4) Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. NSDL Mobile App is available on App Store Google Play
5) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP) You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

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

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

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

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

(i) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat form & physical shareholders.

1) The shareholders should log on to the e-voting website https://evoting.purvashare.com.

2) Click on "Shareholder/Member" module.

3) Now enter your User ID:

a. For CDSL: 16 digits beneficiary ID,

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

c. Shareholders holding shares in Physical Form should enter EVENT Number followed by Folio Number registered with the company. For example if folio number is 001 and EVENT is 8 then user ID is 8001

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

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

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

(i) After entering these details appropriately, click on "SUBMIT" tab.
(ii) Shareholders holding shares in physical form will then directly reach the Company selection screen.
(iii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
(iv) Click on the EVENT NO. for the relevant on which you choose to vote.
(v) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO/ABSTAIN" for voting. Select the option YES or NO or ABSTAIN as desired. The option YES implies that you assent to the Resolution, option NO implies that you dissent to the Resolution and option ABSTAIN implies that you are not voting either for or against the Resolution.
(vi) Click on the "NOTICE FILE LINK" if you wish to view the Notice.
(vii) After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

(viii) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

(ix) Facility for Non - Individual Shareholders and Custodians - Remote Voting

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to https://evoting.purvashare.com and register themselves in the "Custodians / Mutual Fund" module.
  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
  • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
  • Alternatively, Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] (designated email address by company), if they have voted from individual tab & not uploaded same in the Purva e-voting system for the scrutinizer to verify the same.

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

  1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.
  2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP).
  3. For Individual Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the Purva e-Voting System, you can write an email to [email protected] or contact at 022-49614132 and 022-35220056.

All grievances connected with the facility for voting by electronic means may be addressed to Ms. Deepali Dhuri, Compliance Officer, Purva Sharegistry (India) Private Limited, Unit No. 9, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lower Parel (East), Mumbai - 400011 or send an email to [email protected] or contact at 022- 022-49614132 and 022-35220056.

EXPLANATORY STATEMENT

[Pursuant to Section 102 of the Companies Act, 2013]

Item No. 01: Appointment of Mr. Amit Balgotra (DIN: 11648446) as a Non-Executive Independent Director:

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, has appointed Mr. Amit Balgotra (DIN: 11648446) as an Additional Director (Non-Executive, Independent) of the Company with effect from April 07, 2026, pursuant to the provisions of Sections 149, 150, 152 and 161 of the Companies Act, 2013 ("Act") read with the Rules framed thereunder and Regulation 17 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, subject to approval of the Members.

The Board is of the view that Mr. Amit Balgotra (DIN: 11648446) possesses appropriate skills, experience, knowledge and expertise, and his association would be beneficial to the Company and would further strengthen the overall composition of the Board.

In this regard, please be further informed that pursuant to provisions of Schedule IV Point IV (2) and Section 152 (2) and Regulation 17 (1C), 25(2A) of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements), 2015; approval of the members of the Company by a special resolution is required for appointment of Independent Director of the Company and to comply with the aforesaid provisions the said agenda item is being placed before the members of the Company for their deliberation, consideration and approval.

The Company has received all statutory disclosures and declarations necessary for directorship, including: written consent to act as director (Form DIR-2) as per the Companies (Appointment and Qualifications of Directors) Rules, 2014, intimation (Form DIR 8) confirming non-disqualification under Section 164(2) of the Act, declaration of meeting independence criteria under Section 149(6) of the Act and LODR Regulations and confirmation of compliance with Appointment Rules (Rules 6(1) and 6(2)) regarding registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

The members of the Company are further informed that as per the explanation provided in Section 152 (6) of the Companies Act, 2013; Mr. Amit Balgotra (DIN: 11648446) is not liable to retire by rotation, and in the opinion of the Board Mr. Amit Balgotra (DIN: 11648446) fulfils the conditions for his appointment as an Independent Director as specified in the Act and the SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015, and is independent of the management.

Considering the aforementioned factual details; the Board of Directors recommend to the members of the Company to appoint Mr. Amit Balgotra (DIN: 11648446) as an Independent Director of the Company for a period of 1 year commencing from April 07, 2026 till April 06, 2027.

Mr. Amit Balgotra will be paid sitting fees for attending the meetings of the Board of Directors and Committees thereof, as approved by the Board and within the limits prescribed under the Companies Act, 2013, SEBI Listing Regulations and other applicable laws. He shall also be entitled to reimbursement of expenses incurred for attending such meetings.

A brief profile of Mr. Amit Balgotra and other requisite details, pursuant to the provisions of the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India are annexed to this notice as "Annexure A".

Mr. Amit Balgotra is interested in the Special Resolution set out in Item No. 01 with respect to his appointment and his relative(s) may be deemed to be interested in the said Resolution to the extent of their shareholding interest, if any, in the Company apart from this none of the other Directors, Key Managerial Personnel of the Company and any relatives of such other Directors Key Managerial Personnel are in any way connected or interested in the said resolution except with respect to their shareholding in the Company.

The members are requested to deliberate on the said matter and grant their approval if deemed fit.

Item No. 02: Appointment of Mr. Jatin (DIN: 11648564) as a Non-Executive Independent Director:

The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, has appointed Mr. Jatin (DIN: 11648564) as an Additional Director (Non-Executive, Independent) of the Company with effect from April 07, 2026, pursuant to the provisions of Sections 149, 150, 152 and 161 of the Companies Act, 2013 ("Act") read with the Rules framed thereunder and Regulation 17 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, subject to approval of the Members.

The Board is of the view that Mr. Jatin (DIN: 11648564) possesses appropriate skills, experience, knowledge and expertise, and his association would be beneficial to the Company and would further strengthen the overall composition of the Board.

In this regard, please be further informed that pursuant to provisions of Schedule IV Point IV (2) and Section 152 (2) and Regulation 17 (1C), 25(2A) of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements), 2015; approval of the members of the Company by a special resolution is required for appointment of Independent Director of the Company and to comply with the aforesaid provisions the said agenda item is being placed before the members of the Company for their deliberation, consideration and approval.

The Company has received all statutory disclosures and declarations necessary for directorship, including: written consent to act as director (Form DIR-2) as per the Companies (Appointment and Qualifications of Directors) Rules, 2014, intimation (Form DIR 8)

confirming non-disqualification under Section 164(2) of the Act, declaration of meeting independence criteria under Section 149(6) of the Act and LODR Regulations and confirmation of compliance with Appointment Rules (Rules 6(1) and 6(2)) regarding registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

The members of the Company are further informed that as per the explanation provided in Section 152 (6) of the Companies Act, 2013; Mr. Jatin (DIN: 11648564) is not liable to retire by rotation, and in the opinion of the Board Mr. Jatin (DIN: 11648564) fulfils the conditions for his appointment as an Independent Director as specified in the Act and the SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015, and is independent of the management.

Considering the aforementioned factual details; the Board of Directors recommend to the members of the Company to appoint Mr. Jatin (DIN: 11648564) as an Independent Director of the Company for a period of 1 year commencing from April 07, 2026 till April 06, 2027.

Mr. Jatin will be paid sitting fees for attending the meetings of the Board of Directors and Committees thereof, as approved by the Board and within the limits prescribed under the Companies Act, 2013, SEBI Listing Regulations and other applicable laws. He shall also be entitled to reimbursement of expenses incurred for attending such meetings.

A brief profile of Mr. Jatin and other requisite details, pursuant to the provisions of the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India are annexed to this notice as "Annexure A".

Mr. Jatin is interested in the Special Resolution set out in Item No. 02 with respect to his appointment and his relative(s) may be deemed to be interested in the said Resolution to the extent of their shareholding interest, if any, in the Company apart from this none of the other Directors, Key Managerial Personnel of the Company and any relatives of such other Directors Key Managerial Personnel are in any way connected or interested in the said resolution except with respect to their shareholding in the Company.

The members are requested to deliberate on the said matter and grant their approval if deemed fit.

Item No. 03: Appointment of Mr. Anil Kumar Kothari (DIN: 11650504) as a Non-Executive Independent Director:

provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, subject to approval of the Members.

The Board is of the view that Mr. Anil Kumar Kothari (DIN: 11650504) possesses appropriate skills, experience, knowledge and expertise, and his association would be beneficial to the Company and would further strengthen the overall composition of the Board.

Mr. Anil Kumar Kothari will be paid sitting fees for attending the meetings of the Board of Directors and Committees thereof, as approved by the Board and within the limits prescribed under the Companies Act, 2013, SEBI Listing Regulations and other applicable laws. He shall also be entitled to reimbursement of expenses incurred for attending such meetings.

A brief profile of Mr. Anil Kumar Kothari and other requisite details, pursuant to the provisions of the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India are annexed to this notice as "Annexure A".

Mr. Anil Kumar Kothari is interested in the Special Resolution set out in Item No. 03 with respect to his appointment and his relative(s) may be deemed to be interested in the said Resolution to the extent of their shareholding interest, if any, in the Company apart from this none of the other Directors, Key Managerial Personnel of the Company and any relatives of such other Directors Key Managerial Personnel are in any way connected or interested in the said resolution except with respect to their shareholding in the Company.

Item No. 04: Appointment of Ms. Preeti Kiran Mehta (DIN: 10538512) as a Non-Executive Non-Independent Director:

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

Ms. Preeti (DIN: 10538512) was appointed as Additional Non-Executive Non-Independent Director with effect from May 29, 2026, in accordance with the provisions of Section 161 of the Companies Act, 2013 read with the Articles of Association. Pursuant to Section 161 of the Companies Act, 2013, the above director holds office up to the passing of the resolution as set out in Item No. 04.

Ms. Preeti shall be entitled to receive sitting fees for attending the meetings of the Board and Committees thereof, as approved by the Board from time to time within the limits prescribed under the Companies Act, 2013 and applicable laws, along with reimbursement of expenses incurred for attending such meetings.

A brief profile of Ms. Preeti and other requisite details, pursuant to the provisions of the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India are annexed to this notice as "Annexure A".

The Board is of the view that the appointment of Ms. Preeti (DIN: 10538512) on the Board is desirable and would be beneficial to the Company and hence it recommends the said resolution No. 4 for approval by the members of the Company.

None of the other Directors/Key Managerial Personnel of the Company/their relatives, except Ms. Preeti and her relatives, are, in any way, concerned or interested financially or otherwise, in the resolution set out at Item No. 4 of the Notice.

Item No. 05: Appointment of Mr. Nitesh Jain (DIN: 10630217) as a Non-Executive Non Independent Director:

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

Mr. Nitesh Jain (DIN: 10630217) was appointed as Additional Non-Executive Non-Independent Director with effect from May 29, 2026, in accordance with the provisions of Section 161 of the Companies Act, 2013 read with the Articles of Association. Pursuant to Section 161 of the Companies Act, 2013, the above director holds office up to the passing of the resolution as set out in Item No. 05.

Mr. Nitesh Jain shall be entitled to receive sitting fees for attending the meetings of the Board and Committees thereof, as approved by the Board from time to time within the limits prescribed under the Companies Act, 2013 and applicable laws, along with reimbursement of expenses incurred for attending such meetings.

A brief profile of Mr. Nitesh Jain and other requisite details, pursuant to the provisions of the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India are annexed to this notice as "Annexure A".

The Board is of the view that the appointment of Mr. Nitesh Jain (DIN: 10630217) on the Board is desirable and would be beneficial to the Company and hence it recommends the said resolution No. 5 for approval by the members of the Company.

None of the other Directors/Key Managerial Personnel of the Company/their relatives, except Mr. Nitesh Jain and his relatives, are, in any way, concerned or interested financially or otherwise, in the resolution set out at Item No. 5 of the Notice.

Item No. 06: Appointment of Mr. Bhavesh Bhairaram Lohar (DIN: 10238291) as a Non-Executive Non-Independent Director:

Mr. Bhavesh Bhairaram Lohar (DIN: 10238291) was appointed as Additional Non-Executive Independent Director on April 7, 2026 by the Board of Directors of the Company based on the recommendations of the Nomination and Remuneration Committee. Further, his designation was later changed from Non-Executive Independent Director to Non-Executive Non-Independent Director with effect from May 29, 2026 by the Board of Directors of the Company on the basis of the recommendations of the Nomination and Remuneration Committee, in accordance with the provisions of Section 161 of the Companies Act, 2013 read with the Articles of Association. Pursuant to Section 161 of the Companies Act, 2013, the above director holds office up to the passing of the resolution as set out in Item No. 06.

Mr. Bhavesh Bhairaram Lohar shall be entitled to receive sitting fees for attending the meetings of the Board and Committees thereof, as approved by the Board from time to time within the limits prescribed under the Companies Act, 2013 and applicable laws, along with reimbursement of expenses incurred for attending such meetings.

A brief profile of Mr. Bhavesh Bhairaram Lohar and other requisite details, pursuant to the provisions of the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India are annexed to this notice as "Annexure A".

The Board is of the view that the appointment of Mr. Bhavesh Bhairaram Lohar (DIN: 10238291) on the Board is desirable and would be beneficial to the Company and hence it recommends the said resolution No. 6 for approval by the members of the Company.

None of the other Directors/Key Managerial Personnel of the Company/their relatives, except Mr. Bhavesh Bhairaram Lohar and his relatives, are, in any way, concerned or interested financially or otherwise, in the resolution set out at Item No. 6 of the Notice.

Item No. 07: Appointment of Mr. Paras Chand Jain (DIN: 10292545) as Whole Time Director of the Company for the period of one year:

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

Mr. Paras Chand Jain (DIN: 10292545) was appointed as an Additional and Whole-Time Director of the Company for a period of one year commencing from April 07, 2026, till April 06, 2027 by the Board as per Section 161 (1) of the Act; subject to the approval of the members of the Company.

The Company has received the requisite Forms 'DIR 2' & 'DIR 8' from Mr. Paras Chand Jain (DIN: 10292545), in terms of Section 152(5) and 164 (2) of the Companies Act, 2013 (hereinafter referred to as "the Act") read with the Rule 8 and 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014 (hereinafter referred to as "the Rules"), conforming his consent and eligibility for such appointment and Declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, and NSE Circular No. NSE/ CML/2018/24 dated June 20, 2018 that he has not been debarred from holding office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority.

Considering the aforementioned factual details; the Board of Directors recommends to the members of the Company to regularize the appointment of Mr. Paras Chand Jain by appointing him as a Whole-Time Director of the Company w.e.f. April 07, 2026 for a period of 1 year.

A brief profile of Mr. Paras Chand Jain and other requisite details, pursuant to the provisions

of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India are annexed to this notice as "Annexure A".

Mr. Paras Chand Jain is interested in the Special Resolution set out in Item No. 07 with respect to his appointment and his relative(s) may be deemed to be interested in the said Resolution to the extent of their shareholding interest, if any, in the Company apart from this none of the other Directors, Key Managerial Personnel of the Company and any relatives of such other Directors Key Managerial Personnel are in any way connected or interested in the said resolution except with respect to their shareholding in the Company.

Particulars of the terms of appointment of and remuneration payable to Mr. Paras Chand Jain are as mentioned below:

  1. Duties:
    Mr. Paras Chand Jain shall be responsible for day-to-day management and operations of the Company and shall perform such duties as may be assigned to him from time to time by the Board of Directors.

  2. Remuneration:
    No remuneration is payable for the current Financial Year due to the losses incurred by the Company. The remuneration if any shall be payable with authority of the Board of Directors and / or Nomination and Remuneration Committee (NRC) to determine the amount of salary payable and the amount of increment payable on an annual basis within the said limit. However, while determining the annual increments, the Board and / or NRC will consider factors like the Company's overall performance, compensation benchmark etc.

The salary shall be paid monthly in accordance with the Company's normal payroll practices.

ANNEXURE A TO THE EXPLANATORY STATEMENT

Brief resume of Directors being appointed pursuant to Regulation 36(3)(a) of the Listing Regulations and Information pursuant to Clause 1.2.5 of the Secretarial Standard — II on General Meetings (SS-2) regarding Director seeking appointment / re-appointment:

Name of the Director Mr. Amit Balgotra Mr. Jatin Mr. Anil Kumar Kothari Mr. Paras Chand Jain
Director Identification Number ("DIN") 11648446 11648564 11650504 10292545
Category Non-Executive Independent Director Non-Executive Independent Director Non-Executive Independent Director Whole Time Director
Date of Birth 18-10-1984 06-04-1997 02-12-1987 10-02-1985
Nationality Indian Indian Indian Indian
Date of First Appointment on the Board 7.04.2026 7.04.2026 7.04.2026 7.04.2026
Relationship with Directors No Relationship with the existing Director of the Company. No Relationship with the existing Director of the Company. No Relationship with the existing Director of the Company. He is the husband of Ms. Preeti, Director of the Company
Qualification B. Com General MBA Graduate Graduate
Experience/ Expertise in specific functional area Accounts 5 years of experience in the mobile and electronic accessories industry Insurance Insurance
Details of Board Meetings attended by the Director during the year 2 2 2 2
Terms and Conditions of Appointment with remuneration As per the Resolution and Explanatory Statement. As per the Resolution and Explanatory Statement. As per the Resolution and Explanatory Statement. As per the Resolution and Explanatory Statement.
Remuneration last drawn NIL NIL NIL NIL
List of Directorships held in other Companies - - - ICM Insurance Brokers Private Limited
Membership/Chairmanship of Committees across other Companies. - - - -
Number of shares held in the Company including shareholdings beneficial owners - - - -
Skills and capabilities required for the role and the manner in which the proposed person meets such requirements Rich experience in the plastics industry with expertise in operations management, production planning, quality assurance, supply chain management, business development, and strategic decision-making. Possesses strong leadership and Years of experience in the mobile and electronic accessories industry. Experience in the field of Finance, Lighting, electrical products, and insurance Insurance Agent and advisor, with experience in providing life and general insurance solution.
organizational skills gained through over 17 years of industry experience.
Justification for choosing the appointee for appointment as Independent Director Mr. Amit has an overall experience of around 17 years in the Industry of Plastics and it's auxiliary products. Years of experience in the mobile and electronic accessories industry. Experience in the field of Finance, Lighting, electrical products, and insurance Experience in Risk management and financial protection services
Rationale for the said agenda being taken in compliance of Regulation 17(11) of the Listing Regulations Strong expertise and specialisation Strong expertise and specialisation Strong expertise and specialisation Strong expertise and specialisation
Brief Profile Mr. Amit holds a Bachelor of Commerce (B.Com) degree and has over 17 years of experience in the plastics industry and its ancillary products. He began his career with Rajendra Plastic Industries and has since developed strong industry Mr. Jatin holds an MBA from Chennai and has over 5 years of experience in the mobile and electronic accessories industry. He has completed his higher education and, thereafter, ventured into businesses across finance, lighting, and electrical products. He later expanded into the insurance sector by establishing Marudhar Agencies. He brings over Mr. Paras Chand Jain is engaged in the business of insurance as an agent and advisor, with experience in providing life and general insurance solutions. He possesses sound knowledge of risk management and financial protection services, and offers
expertise. He operates from Chennai. 17 years of experience and operates from Chennai. advisory support to individuals and businesses. His expertise contributes to the Board's deliberations on matters relating to insurance and financial planning
Name of the Director Ms. Preeti Kiran Mehta Mr. Nitesh Jain Mr. Bhavesh Bhairaram Lohar
Director Identification Number ("DIN") 10538512 10630217 10238291
Category Non-Executive Non-Independent Director Non-Executive Non-Independent Director Non-Executive Non-Independent Director
Date of Birth 11-01-1988 03-02-1986 10-03-1990
Nationality Indian Indian Indian
Date of First Appointment on the Board 29.05.2026 29.05.2026 29.05.2026
Relationship with Directors She is the wife of Mr. Paras Chand Jain, Director of the Company No Relationship with the existing Director of the Company. No Relationship with the existing Director of the Company.
Qualification BBA and MBA Bachelor of Commerce (B.Com) Chartered Accountant
Experience/ Expertise in specific functional area Textile marketing and business development Insurance industry Accounting, finance, and regulatory compliance
Details of Board Meetings attended by the Director during the year 1 1 2
Terms and Conditions of Appointment with remuneration As per the Resolution and Explanatory Statement. As per the Resolution and Explanatory Statement. As per the Resolution and Explanatory Statement.
Remuneration last drawn NIL NIL NIL
List of Directorships held in other Companies Diaga Apparels Private Limited • Spacenest Designs Private Limited
• ICM Insurance Brokers Private Limited Saffron Factory Infomatics Private Limited
Membership/Chairmanship of Committees across other Companies. - - -
Number of shares held in the Company including shareholdings beneficial owners - - 2,70,779 shares as on 12th May, 2026
Skills and capabilities required for the role and the manner in which the proposed person meets such requirements Her experience in textile marketing and business development contributes significantly to the Company's growth and operations Years of experience in the Insurance industry and its ancillary services. 10 years of extensive experience in accounting, finance, and regulatory compliance
Justification for choosing the appointee for appointment as Independent Director Her experience in textile marketing and business development contributes significantly to the Company's growth and operations Years of experience in the Insurance industry and its ancillary services. 10 years of extensive experience in accounting, finance, and regulatory compliance
Rationale for the said agenda being taken in compliance of Regulation 17(11) of the Listing Regulations Strong expertise and specialisation Strong expertise and specialisation Strong expertise and specialisation
Brief Profile Ms. Preeti holds a BBA and MBA and has over 15 years of experience in marketing, with expertise in the textile and insurance sectors. She primarily operates out of Chennai and Tiruppur, Tamil Nadu, a major industrial hub for garments and textiles. Her experience in textile marketing and business development contributes Mr. Nitesh holds a Bachelor of Commerce (B.Com) degree and has years of experience in the Insurance industry and its ancillary services. He is a very enthusiastic young man who likes to explore & find new ways and opportunities to take his business to a greater height with a power to create a goodwill and brand value Mr. Bhavesh Lohar is a qualified Chartered Accountant with over 10 years of extensive experience in accounting, finance, and regulatory compliance. Throughout his professional journey, he has worked closely with organizations in the Healthcare and Education sectors, where he has played a key role in strengthening financial systems, ensuring compliance, and driving financial efficiency. He is
significantly to the Company's growth and operations. among customer's. actively involved in overseeing end-to-end accounting operations, preparing and analyzing financial statements, managing audits, and ensuring adherence to applicable regulatory frameworks.