Indo National Limited — Proxy Solicitation & Information Statement 2025

Jun 18, 2025

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Ref: SEC/JS/

June 18, 2025

• 1) B S E Limited

(Scrip Code — 504058)

Floor 1, ‘Phiroze JeeJeebhoy Towers’ Dalal Street Mumbai - 400 001

• 2) The Listing Department

(Scrip ID - NIPPOBATRY)

National Stock Exchange of India Ltd. “Exchange Plaza”, Bandra-Kurla Complex,Bandra (E) MUMBAI – 400 051

Dear Sir,

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

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we attach herewith a copy of the Postal Ballot Notice dated 16[th] June 2025 together with the Explanatory Statement thereto, seeking the approval of Members of M/s. Indo National Ltd on the following items of Special Businesses, by means of Postal Ballot (only through remote e-voting process), in compliance with Sections 108 and 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India in this regard.

S.NO	Description	Nature of Resolution
1	Appointment of Ms. Suneeta Reddy (DIN: 00001873) as Director of the Company.	Ordinary Resolution

lndo National Limited, Pottipati Plaza, 3rd Floor, 77, Nungambakkam High Road, Chennai - 600034 India CIN No: L31909TN1972PLC006196, feedback@nippo.in I 044-2827 2711, 044-2824 2700 I www.nippo.in

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In compliance with the applicable circulars, Postal Ballot Notice is being sent only through email, to those members whose names appear on the Register of Members / List of Beneficial Owners as on Friday the 13[th] June 2025 (“cut-off date”) received from the Depositories and whose e-mail addresses are registered with the Bank’s RTA / Depositories.

Members holding shares in physical mode and who have not updated their email address with the Company’s RTA / Depository Participants are requested to update their email addresses as per the instructions given in the enclosed Notice.

The Postal Ballot Notice is also available on the website of the Company at www.nippo.in. The Company has engaged the services of Central Depository Services limited (“CDSL”) for ‐ providing remote e voting facility to all its Members. Members holding Equity Shares of the Company as on the Cut-off Date only shall be entitled to vote through remote e-voting process.

• Date and time of commencement of remote e Voting: 9.00 A.M. (IST) on Friday, June 20, 2025 and ends at 5.00 P.M. (IST) on Saturday, July 19, 2025 . The e-voting facility module shall be disabled thereafter.

The Company’s Board has appointed Mr. M. Damodaran (Membership No. 5837, CP No. 5081) or in his absence, Ms.J.Kalaiyarasi (Membership No. 29861, CP No. 19385) of M/s. M Damodaran & Associates LLP, Practicing Company Secretaries, Chennai, to act as the Scrutinizer, for conducting the Postal Ballot process, in a fair and transparent manner.

The result of the Postal Ballot will be announced not later than two working days from the last day of remote e-voting and will be displayed on the website of the Company. The results will also be intimated to NSE and BSE.

Kindly take the same on record.

Thanking you.

Yours faithfully,

For Indo National Limited

Digitally signed J by J SRINIVASAN SRINIVASAN Date: 2025.06.18 11:07:08 +05'30'

J. Srinivasan Company Secretary

lndo National Limited, Pottipati Plaza, 3rd Floor, 77, Nungambakkam High Road, Chennai - 600034 India CIN No: L31909TN1972PLC006196, feedback@nippo.in I 044-2827 2711, 044-2824 2700 I www.nippo.in

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INDO- NATIONAL LIMITED

CIN: L31909TN1972PLC006196

Regd. Office: No. 609, Mount Road, Lakshmi Bhawan, IVth Floor, Chennai– 600 006 Phone: 044-28272711

Website: www.nippo.in, Email Id: jsrinivasan@nippo.in

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 as amended and applicable Circulars issued by Ministry of Corporate Affairs from time to time]

To,

The Members, INDO- NATIONAL LIMITED

Notice is hereby given pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013, (the Act), read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended (Rules), read with the General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 09/2023 dated September 25, 2023 and the latest one being General Circular No. 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs, Government of India (MCA Circulars) read with other relevant circulars, Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and as amended from time to time), that the Ordinary Resolution as set out in this Notice is proposed for

consideration by the Members of the INDO- NATIONAL LIMITED (the Company) for passing by means of Postal Ballot by voting through electronic means (remote e-voting) only.

An Explanatory Statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, pertaining to the resolution setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice.

In compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (SEBI Listing Regulations) and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to remote e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those Members whose email address is registered with the Company / depository participant(s). The details of the procedure to cast the vote forms part of the Notes to this Notice. The remote e-voting period commences from 9.00 A.M. (IST) on Friday, June 20, 2025 and ends at 5.00 P.M. (IST) on Saturday, July 19, 2025 . Members holding Equity Shares of the Company on the Cut-off Date mentioned in this Postal Ballot Notice are requested to carefully read the instructions mentioned under the head ‘Instructions for e-voting’ in this Postal Ballot Notice and record their assent (“FOR”) or dissent (“AGAINST”) on the proposed resolution through the e-voting process not later than 5:00 p.m. (IST) on Saturday, July 19, 2025 . The Company has engaged the services of Central Depository Services (India) Limited (CDSL) for the purpose of providing remote e-voting facility to all its members. In accordance with the MCA Circulars, the Company has made necessary arrangements to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address, are requested to register the same by following the procedure set out in this Postal Ballot Notice.

The Company has appointed Mr. M. Damodaran (Membership No. 5837, CP No. 5081) or in his absence, Ms. J. Kalaiyarasi (Membership No. 29861, CP No. 19385) of M/s. M Damodaran & Associates LLP, Practicing Company Secretaries, Chennai, to act as the

Scrutinizer, for conducting the Postal Ballot process, in a fair and transparent manner. The Scrutinizer will submit his/her report to the Chairman of the Company (the Chairman), or any other person authorized by the Chairman, and the result of the voting by Postal Ballot will be announced not later than two working days from the last day of remote e- voting. The result declared along with the Scrutinizer’s Report shall be communicated in the manner provided in this Postal Ballot Notice.

The said results along with the Scrutinizer’s Report would be intimated to BSE Limited and National Stock Exchange of India Limited, where the Equity Shares of the Company are listed. The results will also be uploaded on the Company’s website www.nippo.in and on the website of CDSL at www.evotingindia.com and will also display at the Registered Office of the Company. The resolution, if approved, will be taken as having been duly passed on the last date specified for e-voting i.e., Saturday, July 19, 2025 .

SPECIAL BUSINESS:

1 Appointment of Ms. Suneeta Reddy (DIN: 00001873) as a Non-Executive NonIndependent Director of the Company .

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

“RESOLVED THAT pursuant to the provisions of Section 149, 152 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), rules, circulars, orders and notifications issued thereunder, and Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) (including any statutory modification(s) or reenactment thereof for the time being in force), Articles of Association of INDONATIONAL LIMITED (“the Company”), as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include the Nomination and Remuneration Committee of the Board) of the Company, Ms. Suneeta Reddy

(DIN: 00001873) who was appointed as an Additional Director (categorized as a ‘Non-Executive Non-Independent Director’) on the Board of the Company, with effect from June 06, 2025 subject to approval of the members of the Company, who has submitted a declaration that she is not disqualified from being appointed as a director under the Companies Act, 2013 and in respect of whom the Company has received a notice in writing from a Member of the Company proposing her candidature for the office of Director pursuant to Section 160 of the Act, be and is hereby appointed as a Non-Executive Non-Independent Director of the Company, who shall be liable to retire by rotation.”

RESOLVED FURTHER THAT the Board of Directors and/or Mr. J. Srinivasan Company Secretary of the Company, be and are hereby severally authorized to do all such acts, deeds, matters and things, including filing of forms with ROC and intimation to Stock Exchanges and other regulatory requirements and take all such steps as may be necessary, proper and expedient to give effect to this resolution.”

By Order of the Board of Directors for INDO- NATIONAL LIMITED

J. Srinivasan Company Secretary

Place: Chennai Date: June 16, 2025

Notes:

1. The Explanatory Statement pursuant to the provisions of Section 102(1) of the Act read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 as amended from time to time and Secretarial Standard – 2 (“SS-2”) on General Meetings issued by the Institute of Company Secretaries of India setting out material facts relating to the proposed resolution is annexed hereto and forms part of this Notice.

2. Brief profile and other requisite details pursuant to Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 (SS-2) on General Meetings issued by the Institute of Company Secretaries of India is annexed hereto and forms part of this Notice.

3. The Notice will also be placed on the website of the Company at www.nippo.in and on the e-voting website of CDSL at www.evotingindia.com. The Notice can also be accessed from the website of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at https://www.bseindia.com/ and https://www.nseindia.com/ respectively.

4. The Board of Directors of the Company has by passing circular resolution on Monday, June 16, 2025, appointed Mr. M. Damodaran (Membership No. 5837, CP No. 5081) or in his absence, Ms. J. Kalaiyarasi (Membership No. 29861, CP No. 19385) of M/s. M Damodaran & Associates LLP, Practising Company Secretaries, Chennai, to act as the Scrutinizer for conducting the Postal Ballot through e-voting process in a fair and transparent manner. The Scrutinizer have communicated their willingness to be appointed for the said purpose.

5. In compliance with the MCA Circulars, the Company is sending this Notice in electronic form only to those Members whose e-mail addresses are registered with the Company / Depositories and whose names appear in the Register of Members / List of Beneficial Owners as received from National Securities Depository Limited (“NSDL”) and the Central Depository Services (India) Limited (“CDSL”) (collectively referred to as “Depositories”) / the Registrar and Transfer Agent (“RTA”) of the Company, M/s. Cameo Corporate Services Limited, as on Friday, June 13, 2025

(“Cut-Off Date”) . Those Members who have not yet registered their e-mail addresses are requested to register the same by following the procedure set out in this Notice. Those Members who have already registered their e-mail address are requested to keep their e-mail addresses updated with their DP / the Company’s RTA, to enable servicing of notices, etc. electronically to their e-mail address.

1. In accordance with the MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Members holding shares in physical mode, who have not registered / updated their e-mail address with the Company, are requested to register / update their e-mail address by submitting Form ISR-1 (available on the website of the Company’s RTA) duly filled and signed along with requisite supporting documents to Cameo Corporate Services Limited at No.1 Club House Road, Chennai-600 002.

2. After dispatch of Notice of Postal Ballot through email, advertisement shall be published in one English Daily and one in Tamil Newspaper, each having, wide circulation in the district where the Registered Office of the Company is situated and will also be uploaded under the “Shareholder Information” section of the website of the Company at www.nippo.in.

3. In compliance with the provisions of Section 108 and 110 of the Act, read with Rule 20 and 22 of the Rules, Regulation 44 of the SEBI Listing Regulations and SS-2, the Company is providing e-voting facility to its Members, to enable them to cast their votes electronically. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date. The vote in this Postal Ballot cannot be exercised through proxy. A person who is not a Member of the Company as on the Cut-Off Date should treat this Notice for information purpose only. The detailed procedure with respect to e- voting is mentioned in this Notice.

4. As permitted by MCA vide its Circulars, the Company is sending this Postal Ballot Notice in electronic form only. Hence, in compliance with MCA circulars, hard copy of Postal Ballot Notice along with Postal Ballot forms and Pre-paid Business Reply Envelope will not be sent to the members for this Postal Ballot. Accordingly, the members may note that communication of the assent or dissent of the members would take place through the remote e-Voting system only.

5. The e-voting shall commence on 9.00 A.M. (IST) on Friday, June 20, 2025, and ends at 5.00 P.M. (IST) on Saturday, July 19, 2025 . The e-voting facility will be disabled by CDSL immediately thereafter and the Members will not be allowed to cast their vote beyond the said date and time. Once the vote on resolution is casted by the Member, the Member shall not be allowed to change it subsequently.

6. All the documents referred to in this Postal Ballot Notice will be available for inspection electronically until the last date of e-voting. Members seeking to inspect such documents can send an email to jsrinivasan@nippo.in.

7. The Scrutinizer will submit his report to the Chairman of the Company or any other person authorized by the Chairman, after completion of scrutiny of the e-voting, and the results of the Postal Ballot will be announced by the Chairman or any other person authorized by him at the Registered Office of the Company, not later than two working days from the last day of e-voting and will be displayed on the website of the Company at www.nippo.in and on the e-voting website of CDSL at www.evotingindia.com. The results will simultaneously be communicated to the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited and will also be displayed on the Notice Board of the Company at its Registered Office. The Scrutinizer’s decision on the validity of the votes cast shall be final.

8. In case of any general queries/grievances, Members may reach out to the RTA of the Company, M/s. Cameo Corporate Services Limited on Tel No: 04428460390/91/92/93/94/95 and Email ID: cameo@cameoindia.com.

9. 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.evotingindia.com or write an email to helpdesk.evoting@cdslindia.com.

10. The resolution, if passed by the requisite majority, shall be deemed to have been passed on the last date specified for e-voting i.e., Saturday, July 19, 2025 , and as if it has been passed at a General Meeting of the Members conveyed in that behalf.

16. General Information for Members:

• a. Members holding shares in physical form are requested to note that in terms of Regulation 40 of the SEBI Listing Regulations, as amended, the securities of listed companies can be transferred only in dematerialized form and transmission, or transposition of securities held in physical or dematerialized form shall be effected only in dematerialized form. In view of the above and to eliminate risks associated with physical transfer of securities, Members holding Equity Shares of the Company in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the RTA of the Company for assistance in this regard.

• b. SEBI, vide its Circulars dated November 03, 2021, December 14, 2021, and March 16, 2023, has mandated the furnishing of PAN, KYC details and Nomination by holders of physical securities. Therefore, Members are requested to ensure that at least one of the cited documents/details as enunciated in the said circular are registered with the Company/RTA by December 31, 2023, if the said compliance is not done by due date, then such folios may be frozen by the Company/RTA.

• c. The formats for Nomination and updation of KYC details in accordance with the SEBI Circular are available on the website of the RTA www.cameoindia.com and under “Shareholder Information” section of the website of the Company.

• d. SEBI vide its circular dated May 30, 2022, has prescribed Standard Operating Procedures for dispute resolution under the Stock Exchange arbitration mechanism for a dispute between a Listed Company and/or RTA and its Shareholders(s)/investor(s). The communication to investors under SEBI Circular No. SEBI/HO/OIAE/ 2023/03394 dated January 27, 2023 had been hosted on the website of the Company at www.nippo.in.

17. Voting through Electronic Means

• a. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), SEBI and MCA Circulars in this ‐

• regard the Company is providing facility of remote e voting to its Members in respect of the business to be transacted vide this Postal Ballot Notice. For this purpose, the Company has entered into an agreement with CDSL for facilitating ‐

• voting through electronic means, as the authorized e voting’s agency. The facility ‐

• of casting votes by a member using remote e voting will be provided by CDSL.

• b. 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.

• c. The voting rights of Members shall be in proportion to their shares in the paid up equity share capital of the Company as on the cut ‐ off date.

CDSL e-Voting System – For Remote e-voting:

THE INTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING:

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

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

• (i) The voting period begins on 9.00 A.M. (IST) on Friday, June 20, 2025 and ends at 5.00 P.M. (IST) on Saturday, July 19, 2025. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Friday, June 13, 2025 may cast their vote electronically. The e- voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) 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.

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual

shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode withCDSL 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

onwww.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 withNSDL 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 athttps://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.

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

	helpdesk.evoting@cdslindia.comor contact at toll free no. 1800 21 09911
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 evoting@nsdl.co.in or call at : 022 - 4886 7000 and 022 - 2499 7000

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

• (v) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” 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 Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

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

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

	For Physical shareholders and other than individual shareholders holding shares in Demat.
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 ORDate 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.

• (vi) After entering these details appropriately, click on “SUBMIT” tab.

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (ix) Click on the EVSN for the relevant on which you choose to vote.

• (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The

option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xii) 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.

• (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• 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.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, 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 mandatory 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; kjr@mdassociates.co.in, if they have voted from individual tab & not uploaded same in the CDSL 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 e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 21 09911

OTHER INFORMATION:

The Ministry of Corporate Affairs has taken a ‘Green Initiative in Corporate Governance’ by allowing Companies to send documents to their members in electronic mode. To support this green initiative and to receive communications from the Company in electronic mode, Members who have not registered their e ‐ mail addresses and are holding shares in physical form are requested to contact the RTA of the Company and ‐ register their e mail address. Members holding shares in demat form are requested to contact their DPs. Members may please note that notices, annual reports, etc. will be available on the Company’s website at www.nippo.in. Members will be entitled to receive the said documents in physical form free of cost at any time upon request.

All correspondence relating to shares and dividend should be addressed to the Registrars and Transfer Agent of the Company, viz: M/s. Cameo Corporate Services Limited, Subramanian Building, No.1 Club House Road, Chennai-600 002 having Phone No: 28460390/91/92/93/94/95 e ‐ mail: cameo@cameoindia.com.

By Order of the Board of Directors for INDO- NATIONAL LIMITED

J. Srinivasan Company Secretary

Place: Chennai Date: June 16, 2025

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 20 AND 22 OF THE COMPANIES (MANAGEMENT AND - ADMINISTRATION) RULES, 2014 AND SECRETARIAL STANDARD 2 ON GENERAL MEETINGS FORMING PART OF THE NOTICE

The following statement sets out all material facts relating to the Special Business mentioned in the Notice:

Item no. 1

As per Section 161 of the Companies Act, 2013 (the “Act”), an additional director shall hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier. Further, in terms of Regulation 17(1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), listed entity shall ensure that approval of shareholders for appointment or re-appointment of a person on the board of directors or as a manager is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Pursuant to the recommendation of the Nomination and Remuneration Committee (“the Committee” or “NRC”) of the Company through its meeting dated June 06, 2025, the board of directors of the Company (the “Board”) at its meeting held on June 06, 2025, approved the appointment of Ms. Suneeta Reddy (DIN: 00001873) as an Additional Director (categorized as a ‘Non-Executive Non-Independent Director’) of the Company, with effect from June 06, 2025, subject to the approval of the members of the Company.

Ms. Suneeta Reddy (DIN: 00001873) continues to hold the office as an Additional Director (categorized as a ‘Non-Executive Non-Independent Director’) of the Company until the conclusion of next general meeting or till the time her appointment is confirmed by the members of the Company within a time period of three months from the date of appointment, whichever is earlier. The Company has, in terms of Section 160(1) of the

Act, received in writing, a notice from a Member proposing the candidature of Ms. Suneeta Reddy (DIN: 00001873) for the office of a Director of the Company.

The NRC and the Board have determined that Ms. Suneeta Reddy (DIN: 00001873) is a fit and proper person to hold the office as a Non-Executive Non-Independent Director of the Company, and is not debarred from being appointed as a Director by the Securities and Exchange Board of India or any other authority.

Ms. Suneeta Reddy (DIN: 00001873) has given her consent to act as a Director of the Company. She has also given a declaration to the effect that she is not disqualified from being appointed as a Director of the Company in terms of Section 164 of the Act. She will be liable to retire by rotation.

As a Non-Executive Non-Independent Director of the Company, Ms. Suneeta Reddy (DIN: 00001873) is entitled to receive remuneration by way of profit related commission, if any, in terms of Section 197 and other applicable provisions of the Act, 2013, as determined by the board from time to time, within the overall limits specified under the Act, 2013 as well as the SEBI Listing Regulations and will also be entitled to sitting fees and reimbursement of expenses for attending the meetings of the Board and Committees, as may be permissible under law from time to time.

Additional details in respect of Ms. Suneeta Reddy (DIN: 00001873) pursuant to Regulation 36 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, ‐ 2015 and the Secretarial Standard on General Meetings (SS 2), is given as Annexure A to this Notice. Brief profile of Ms. Suneeta Reddy (DIN: 00001873) is given at Annexure B to this Notice.

Given her skills, experience and expertise, the Board considers it desirable and in the interest of and immense benefit to the Company to appoint her as a Non-Executive NonIndependent Director and accordingly, recommends the appointment of Ms. Suneeta Reddy (DIN: 00001873) as a Non-Executive Non-Independent Director, as proposed in

the resolution set out in the Postal Ballot Notice, for the approval by the Members, in compliance with the applicable provisions of law.

The Nomination and Remuneration Committee and Board of Directors recommends the resolution in relation to the appointment of Ms. Suneeta Reddy (DIN: 00001873) as a Non-Executive Non-Independent Director of the Company as set out in Item No. 01 for approval of the Members of the Company by way of an Ordinary Resolution.

The draft letter of appointment of Ms. Suneeta Reddy (DIN: 00001873) setting out the terms and conditions of appointment shall be available for inspection by the Members electronically. Members seeking to inspect the same can send an email to jsrinivasan@nippo.in

Except Ms. Suneeta Reddy (DIN: 00001873) and his relatives as mentioned in Annexure A, none of the other Directors, Key Managerial Personnel of the Company or their respective relatives or promoter/promoter group companies are in any way concerned or interested, financially or otherwise, in the Ordinary Resolution set out in the accompanying Postal Ballot Notice

By Order of the Board of Directors for INDO- NATIONAL LIMITED

J. Srinivasan Company Secretary

Place: Chennai Date: June 16, 2025

ANNEXURE A

PURSUANT TO REGULATION 36(3) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) - REGULATIONS, 2015 AND SECRETARIAL STANDARD 2 ON GENERAL MEETINGS

Name of the Director	Ms. Suneeta Reddy
Date of Birth	03rdApril 1959
Age	66 years
DIN	00001873
Nationality	INDIAN
Qualification(s)	Ms. Suneeta Reddy holds a Bachelor of Arts degree from Stella Maris College, Chennai, and a Diploma in Financial Management from the Institute of Financial Management and Research, Chennai. She is also an alumnus of the Owner/President Management Program at Harvard Business School, Boston, USA,
Experience	Over 30 years in healthcare services
Nature of expertise in specific functional areas	Strategy, Hospital Operations, Corporate Services viz., Finance & Accounts, Procurement, HR, Legal, MIS, Internal Audit, Enterprise Risk Management
Relationship with any Director(s) or Manager or Key Managerial Personnel of the Company	Ms. Suneeta Reddy is wife of Mr. P. Dwaraknath Reddy, Managing Director and mother of Mr. P. Aditya Reddy Joint Managing Director of the Company.
Number of Meetings of the Board attended during the year up to this date of notice.	NA

Directorships in other companies / Positions in other entities		Listed Public Companies: 1. Apollo Hospitals Enterprise Limited, Managing Director 2. Indraprastha Medical Corporation Limited 3. Nestle India Limited Unlisted Public Companies: 1. Apollo Multispeciality Hospitals Limited 2. Urlife Lifestyle Wellness Limited 3. Apollomedics International Lifesciences Limited 4. Apollo Hospitals North Limited Private Companies : 1. Garuda Energy Private Limited 2. Sindoori Management Solutions Private Limited 3. Helios Holdings Private Limited Section 8 Companies: 1. PHD Chamber of Commerce and Industry 2. Chennai International Centre Foreign Company: Apollo Hospitals (UK) Limited LLP: 1.Apollo Hospitals Worli LLP
Memberships / chairmanships of Committees of the Boards of other Companies		Member–Apollo Hospitals Enterprise Limited: 1.Stakeholders Relationship Committee 2.Corporate Social Responsibility &Sustainability Committee 3.Investment Committee 4.Share Transfer Committee Chairperson–Apollo Hospitals Enterprise

		Limited: 5.Risk Management Committee Member-Indraprastha Medical Corporation Limited: 6.Audit Committee 7.Risk Management 8.Investment Committee Member-Apollomedics International Lifesciences Limited: 9.Nomination & Remuneration Committee Chairperson-Nestle India Limited: 10.CSR Committee Member-Sindoori Management Solutions Private Limited: 11.CSR Committee Member–Nestle India Limited : 12.Risk Management
Directorship held in other listed Companies.		Listed Public Companies: 1. Apollo Hospitals Enterprise Limited, Managing Director 2. Indraprastha Medical Corporation Limited, Non-Executive - Non Independent Director 3. Nestle India Limited, Independent Director

Memberships in the Committees of Board of other listed Companies.		Member–Apollo Hospitals Enterprise Limited: - Stakeholders Relationship Committee - Corporate Social Responsibility &Sustainability Committee - Investment Committee - Share Transfer Committee Chairperson–Apollo Hospitals Enterprise Limited: - Risk Management Committee Member–Indraprastha Medical Corporation Ltd: - Risk Management - Audit Committee - Investment Committee Member–Nestle India Limited: - Risk Management Chairperson–Nestle Limited: - CSR Committee
Listed entities from which the Director resigned in the past three years.		Apollo Sindoori Hotels Limited
Membership and Chairmanship in the Committees of the Board of the Company.	Nil
Number of equity shares held in the company (including as beneficial owner) as on date of Postal ballot notice.	1,19,160

Terms and conditions of appointment along with details of remuneration sought to be paid.	Appointment as Director of the Company.
Remuneration last drawn.	N.A
Date of first appointment on the Board.	June 06, 2025

ANNEXURE B

BRIEF PROFILE OF Ms. SUNEETA REDDY

Dr.Suneeta Reddy

Managing Director

Apollo Hospitals Enterprise Limited

Suneeta Reddy is the Managing Director of Apollo Hospitals, Asia’s foremost and trusted healthcare provider. A member of the founding family, Suneeta Reddy started working with Apollo Hospitals in 1989. Under her stewardship Apollo Hospitals has emerged as a forerunner of integrated healthcare and also has a robust presence across the healthcare spectrum; the Group has touched the lives of over 150 million individuals from 140 countries.

Spearheading the finance and strategy functions, Suneeta Reddy was instrumental in bringing the first FDI into healthcare in India and subsequently in taking the organization to international equity markets through a successful GDR. It has been her deep domain knowledge and foresight that has guided Apollo's emergence as a formidable, financially sound hospital enterprise. In her extensive career, she has overseen several Greenfield and Brownfield projects. Now, with a clear focus to making

the company future ready, she is heading efforts to transform Apollo Hospitals into a digitally enabled organization.

Suneeta is deeply committed to ensuring that Apollo Hospitals delivers world-class clinical outcomes. She oversees the implementation of contemporary protocols to continuously enhance clinical outcomes. She leads the organisation’s work on introducing clinical innovation and mentors the Apollo Clinical Innovation Group, which identifies, incubates and implements clinical innovations.

She also serves on the Board of several Apollo Hospitals' Group companies. Through her close involvement, effort and patience, she has guided these companies on the path of growth and profitability.

Positions:

• A patron member of ICC (India International Chamber of Commerce) serving as the President for the year 2022-2023.

• She serves as the President of AIMA (All India Management Association) which is the Apex body for management in India with over 38000 members and close to 6000 corporate/institutional members.

• She has held leadership positions including Co-Chairperson of Healthcare Sub Committee - Confederation of Indian Industry (CII). She is a member of the CII National Council, the CII Healthcare Council, the CII Family Business Council She was the Chairperson of the CII Asia Health Summit 2020. She was a member of the India – UK CEO Forum.

• She is a Director on the Board of Chennai International Centre (CIC), a platform for free thought and expression on a diverse set of topics.

• She is the member of the Harvard India Advisory Board (IAB) and HBS South Asia Advisory Board. She has served as a member of the Harvard Business School Medical Advisory Board.

• Suneeta is a member of the Governing Board of Sai University, a private university to promote, conceptualize and bring about a paradigm shift through development of outstanding leadership, research, knowledge and ideas for education.

• She is a member of CNBC International’s Global Sustainability Forum, one of only two members from India.

• She also represents Apollo Hospitals as a founding member of the Global Parity Alliance of the World Economic Forum in India, working for Diversity, Equity and Inclusion.

• She was one of the panelists and represented the private sector at the High-level meeting of the UN General Assembly on Pandemic Prevention, Preparedness and Response held at the United Nations, New York in September 2023

Awards:

• In 2018, 2019, 2020, 2021 & 2022, Suneeta Reddy was featured among the top ten in Fortune India’s list of Most Powerful Women, which recognises women in business who are making an impact by virtue of their business acumen and social and cultural influence.

• Business Today’s Most Powerful Women in Indian Business Awards 2019 & 2022.

• Economic Times Awards for Corporate Excellence - Businesswoman of the Year Award 2020.

• Best CEO Award from Business Today in 2023.

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Suneeta Reddy received her Bachelor of Arts degree in Public Relations, Economics and Marketing from Stella Maris College in Chennai. She holds a Diploma in Financial Management from the Institute of Financial Management and Research, Chennai and has completed the Owner / President Management Program at Harvard Business School (HBS), Boston, USA. Suneeta Reddy has an honorary doctorate from XIMB, Bhubaneshwar in Business Management.

By Order of the Board of Directors for INDO- NATIONAL LIMITED

J. Srinivasan Company Secretary

Place: Chennai Date: June 16, 2025

CALENDAR OF EVENTS FOR POSTAL BALLOT THROUGH ELECTRONIC MEANS

(Pursuant to Section 108 & 110 of the Companies Act, 2013 and Rule 20 & 22 of the Companies (Management & Administration) Rules, 2014 and MCA Circular Nos. 17/2020 dated 13/04/2020 & 09/2024 dated 19/09/2024 and Regulation 44 of the SEBI (LODR) Regulations, 2015)

	SEBI (LODR) Regulations, 2015)
Sl.	Particulars	Event Dates
1.	Obtain consent of the scrutinizer/s.	12.06.2025
2.	Pass board resolutions to do the following a. Approving draft postal ballot notice; b. Designating Company Secretary of the Company to do all the acts in connection with postal ballot. c. Appointment of Scrutinizer d. Appointment of e-Voting Service Provider e. Approval of Calendar of events. f. Fixing of Cut-off date for Postal Ballot by remote e-voting.	16.06.2025
3.	Issuing letter of appointment to the Scrutinizer	16.06.2025
4.	Cutoff date for ascertaining eligible shareholders for postal ballot by remote e-voting	13.06.2025 (Friday)
5.	Setting up/approval of e-voting parameters in NSDL and CDSL	16.06.2025
6.	Completion of dispatch of Postal Ballot Notices. As per MCA Circular No. 17/2020 dated 13/04/2020, Notices to member may be given only through e-mails registered with the Company or with the depository participants.	18.06.2025
7.	Submit the copy of postal ballot notice to the Stock Exchange under regulation 30 read with Part A of Schedule III of SEBI (LODR) Regulations, 2015.	18.06.2025
8.	Date of placing the Postal Ballot Notices on the website of the Company.	18.06.2025

	Such Notice shall remain on the website till the Closing of remote e- voting period.
9.	a. Shall publish a public notice by way of an advertisement, immediately on completion of dispatch of postal ballot notice, at least once in a vernacular newspaper in the principal vernacular language of the district in which the registered office of the Company is situated, and having a wide circulation in that district, and at least once in English language in an English newspaper having country-wide circulation. b. Additional disclosure as per Circular No. 17/2020 dated 13/04/2020 required to be made while publishing public notice. c. Public notice shall be placed on the website of the Company and of the agency.	19.06.2025
10.	Beginning of remote e-voting period As per MCA Circular No. 17/2020 dated 13/04/2020, the Communication of the assent or dissent of the members would only take place through the remote e-voting system.	20.06.2025
11.	Closing of remote e-voting period	19.07.2025
12.	Date on which Resolutions will be deemed to be passed	19.07.2025
13.	Preparation of Scrutinizer’s Report and submission of the same to the Chairman	21.07.2025
14.	Declaration of the Results by placing it, along with the scrutinizer’s report, on the website of the Company	21.07.2025
15.	Intimation of voting results to the stock exchange under Regulation 44(3) of LODR 2015 in XBRL Mode (with effect from 30.01.2017) (The listed entity shall submit to the stock exchange, within two working days from the conclusion of voting period)	21.07.2025
16.	Result to be displayed on Notice Board of the Company.	21.07.2025
17.	Filing with ROC (E-Form MGT-14 within 30 days of passing the Resolution)	26.07.2025