Indo National Limited — Proxy Solicitation & Information Statement 2025

May 16, 2025

Dated 16[th ] May 2025

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Ref: SEC/JS/

B S E Limited

Floor 1, 'Phiroze JeeJeebhoy Towers'

Dalal Street

Mumbai - 400 001

The Listing Department

National Stock Exchange of India Ltd.

Exchange Plaza",

Bandra-Kurla Complex,Bandra (E)

MUMBAI - 400 051

Company No. 504058 / NIPPOBATRY /

Sub: Notice to equity shareholders of the National Company Law Tribunal, Chennai Bench ("NCLT/Tribunal") convened Meetings of Inda National Limited ("the Company")

Ref: Our intimation dated May 06, 2025 in the matter of Scheme of Amalgamation

Dear Sir/Madam,

Pursuant to Regulation 30 read with Schedule Ill of SEBl(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Hon'ble Tribunal Order dated April 29, 2025 in the matter of Scheme of Amalgamation between Helios Strategic Systems Ltd("Transferor Company") and Inda-National Limited("Transferee Company"), the meeting of equity shareholders of the Transferee Company is scheduled to be held for the purpose of considering and if through fit, approving with or without modification in the said Scheme.

Type of meeting	Day, date and time of the meeting	Cut-off date for e-voting	Commencement ofremote e- voting	Conclusion of remote e- voting Friday, June 20, 2025 at 05:00PM(IST)
Tribunal convened meeting of equity shareholders	June21,2025at 10:00 AM(IST) through Video- Conferencing/Other- audio visual means	Saturday the 14th June 2025.	Wednesday, June 18, 2025 at 09:00AM(IST)

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lndo National Limited, Pottipati Plaza, 3rd Floor, 77, Nungambakkam High Road, Chennai - 600034 India. CIN No: L31909TN1972PLC006196 181 feedback@nippo.in I� 044-2827 2711, 044-2824 2700 I ®) www.nippo.in

9 ti We are enclosing herewith copy of the Notice for the Tribunal convened meeting in �

prescribed form and fixed 9[th ] May 2025 as cut off date for eligible shareholders to get the notice.

The copy of said Notices available on website of the Company at w.nippo.in and on the website of Central Depository Services (India) Ltd, NSDL and at w .evotingindia.com

This is for your information and record.

Thanking You,

Yours faithfully,

For lndo National Limited

Digitally signed J by J SRINIVASAN SRINIVASAN Date: 2025.05.16 10:23:38 +05'30'

J.Srinivasan

-Company Secretary

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lndo National Limited, Pottipati Plaza, 3rd Floor, 77, Nungarnbakkam High Road, Chennai - 600034 India. CIN No: L31909TN1972PLC006196 CB:I feedback@nippo.in ! (Q 044-2827 2711, 044-2824 2700 I 1$ www.nippo.in

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INDEX

Annexure No	Particulars	Pg nos
	Notice of Meeting of Equity shareholders of Indo-National Limited (‘Transferee Company’) to be convened as per the directions of the Hon’ble National Company Law Tribunal (‘NCLT’) Order dated 29thApril, 2025	3
	Explanatory Statement under Section 230(3) read with Section 102 and other applicable provisions of the Companies Act, 2013	18
1.	Scheme of Amalgamation of Helios Strategic Systems Limited (‘Transferor Company’) and Indo-national Limited (‘Transferee Company’) and their respective shareholders and creditors.	35
2.	A Copy of Order of the National Company Law Tribunal, Chennai Bench dated 29thApril, 2025	115
3.	Audited Financial Statements of Helios Strategic Systems & Annual Report of(‘Transferor Company’)as on March 31st, 2024	127
4.	Unaudited Financial Statements of Helios Strategic Systems Limited(‘Transferor Company’)as on September 30th, 2024	179
5.	Audited Standalone Financial Statements and Annual Report of of Indo-national Limited (‘Transferee Company’) as on March 31st, 2024.https://admin.nippo.in/uploads/AR_2023_24_5f7e70a360.pdf	181
6.	Unaudited Standalone Financial Statements and Consolidated Financial Statements of Indo-national Limited (‘Transferee Company’) as on September 30th, 2024	181
7.	A copy of the Certificate issued by the Statutory Auditor confirming the Accounting Treatment as enshrined in the Scheme of Amalgamation for Transferor Company and Transferee Company	185
8.	Report adopted by the Board of Directors of Helios Strategic Systems Limited (‘Transferor Company’) in its Meeting held on 16thMay, 2025 pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013	189
9.	Report adopted by the Board of Directors of Indo-national Limited (‘Transferee Company’) in its Meeting held on 16thMay, 2025 pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013	193

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FORM NO. CAA. 2

[Pursuant to Section 230(3) and Rule 6 and 7 of Companies (Compromises, Arrangements & Amalgamations) Rules 2016]

BEFORE THE HONB’LE NATIONAL COMPANY LAW TRIBUNAL, CHENNAI BENCH

IN CA(CAA)/4(CHE)/2025

IN THE MATTER OF SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016

AND

IN THE MATTER OF SCHEME OF AMALGAMTION

BETWEEN

HELIOS STRATEGIC SYSTEMS LIMITED

(1[ST] APPLICANT/TRANSFEROR COMPANY)

AND

INDO-NATIONAL LIMITED

(2[ND] APPLICANT/ TRANSFEREE COMPANY)

WITH

THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS

Helios Strategic Systems Limited (CIN:U74999TN2015PLC101208) Having its registered office at No. 609, Mount Road Lakshmi Bhawan, IVth Floor, Chennai-600 006 ……….. …… 1[st] Applicant/ Transferor Company

INDO-NATIONAL LIMITED

(CIN: L31909TN1972PLC006196) Having its registered office at No. 609, Mount Road Lakshmi Bhawan, IVth Floor, Chennai-600 006 ………. 2[nd] Applicant/ Transferee Company

NOTICE FOR THE TRIBUNAL CONVENED EXTRA-ORDINARY GENERAL MEETING OF EQUITY SHAREHOLDERS OF INDO-NATIONAL LIMITED (‘TRANSFEREE COMPANY’)

To

The Equity Shareholders of Indo-National Limited (‘2[nd] Applicant/Transferee Company’)

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Notice is hereby given that by an order dated 29[th] April, 2025 bearing number CA(CAA)/4 (CHE)/2025, the Hon’ble National Company Law Board, Chennai Bench (‘ NCLT ’) in the above mentioned Company Scheme Application has directed to convene a Meeting of the Equity shareholders of the Applicant 2/ transferee company be held through “Video Conferencing (‘VC’) or Other Audio-Visual Means (‘OAVM’), for the purpose of considering, and if thought fit, approving, with or without, modification(s), the Scheme of Amalgamation between Helios Strategic Systems Limited (‘1[st] Applicant/Transferor Company’) and Indo-National Limited (‘2[nd] Applicant/Transferee Company’) with their respective shareholders and creditors, pursuant to the provisions of Sections 230 to 232 and other applicable provisions if any, of the Companies Act, 2013 (‘the Scheme’ or ‘Scheme of Amalgamation’).

In pursuance of the said order and as directed therein, Notice is hereby given that a Meeting of the Equity shareholders of the Transferee company is scheduled to be held on Saturday, 21[st] June, 2025 at 10.00 A.M. (IST) through VC/OAVM, to transact the below business:

To consider and if thought fit, to pass with or without modification(s), the following resolution for approval of the Scheme of Amalgamation:

“ RESOLVED THAT that pursuant to the provisions of Section 230 to 232 of the Companies Act, 2013 read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and any other applicable provisions of the Companies Act, 2013, the Rules, circulars, and modifications made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), as may be applicable read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (the “SEBI Master Circular”) as amended from time to time and such other requisite Circulars, applicable provisions, if any, of the Income Tax Act, 1961, and any other applicable law/statutes, subject to the requisite clauses of the Memorandum and Articles of Association of the Company and subject to the requisite approval(s), permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed by the Hon’ble National Company Law Tribunal, Chennai Bench (hereinafter also referred to as “Tribunal” or “NCLT”) and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the proposed amalgamation embodied in the Scheme of Amalgamation by way of Merger of Helios Strategic Systems Ltd (“Transferor company”) into Indo-National Ltd (“Transferee company”) with their respective Shareholders and Creditors placed before this meeting and initialled by the Chairperson for the purpose of identification, be and is hereby approved.

RESOLVED FURTHER THAT for the purpose of giving effect to the above Resolution and for removal of any difficulties or doubts, the Board be and is hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, usual or proper, and to settle any questions or difficulties or doubts that may arise, including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary to give effect to the above resolution, settling of any questions or difficulties arising under the Scheme or in regard to and of the meaning or interpretation of the Scheme or implementation thereof or in any matter whatsoever connected therewith, or to

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review the position relating to the satisfaction of various conditions of the Scheme and if necessary, to waive any of those, and to do all acts, deeds and things as may be necessary, desirable or expedient for carrying the Scheme into effect or to carry out such modifications/directions as may be required and/or imposed and/or permitted by the Hon’ble NCLT Chennai Bench while sanctioning the Scheme, or by any Governmental authorities, or to approve withdrawal (and where applicable, re-fling) of the Scheme at any stage for any reason including in case any changes and/or modifications are suggested/required to be made in the Scheme or any condition suggested, required or imposed, whether by any shareholder, creditor, the Securities and Exchange Board of India, the the Hon’ble NCLT Chennai Bench, and/or any other authority, are in its view not acceptable to Indo National Limited, and/or if the Scheme cannot be implemented otherwise, and to do all such acts, deeds and things as it may deem necessary and desirable in connection therewith and incidental thereto.”

TAKE FURTHER NOTICE that the Equity Shareholders of the Applicant Company shall have the facility to exercise their votes on the resolution for approval of the Scheme either by: (a) casting their votes electronically during the Meeting to be held through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) on Saturday, 21[st] June 2025 at 10:00 A.M. (IST); or (b) casting their votes through remote e-voting during the period prior to the Meeting, as detailed below:

detailed below:
REMOTE	E-VOTING
Commencement of voting	Wednesday, 18th June 2025 at 09:00 AM(IST)
End of Voting	Friday, 20thJune 2025 at 05:00 PM(IST)

A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date i.e. 14[th] June, 2025 (“ Cut-Off Date ”) shall be entitled to avail the facility of remote e-voting or casting vote through e-voting system during the Meeting.

A copy of the Explanatory Statement under Section 230(3) of the Act, read with Section 102 of the Act and Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (“Merger Rules”) along with copy of the Scheme and other annexures are enclosed herewith.

In compliance with the directions of the Hon’ble National Company Law Tribunal, Chennai Bench (“Tribunal”) and the applicable provisions of the Companies Act, 2013, including Sections 230(4), 108 and 102 thereof, read with the relevant Rules under the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 and the Companies (Management and Administration) Rules, 2014, and in accordance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Paragraph 10 of Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 10, 2023 issued by the Securities and Exchange Board of India (“SEBI Scheme Circular”), the Applicant Company is providing the facility of remote e-voting prior to the meeting and e-voting during the Meeting.

The instructions for remote e-voting are appended to the Notice of this meeting. Please note that only those Equity Shareholders who attend the Meeting through VC/OAVM and have not already cast their votes by remote e-voting (and are otherwise not barred from doing so) shall be eligible to vote during the Meeting.

The Voting rights of the Equity Shareholders shall be in proportion to their shareholding as on the Cut-Off Date.

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DOCUMENTS FOR INSPECTION

A copy of the Scheme of Amalgamation, the Explanatory Statement under Section 230(3) read with Section 102 of the Act, and other annexures can be obtained free of charge from the Registered Office of the Company at No. 609, Mount Road, Lakshmi Bhawan, IVth Floor, Chennai–600 006 during business hours (9:30 A.M. to 6:00 P.M.) on working days up to the date of the Meeting. The same may also be obtained from the Company’s authorised representative, Mr. J. Srinivasan, at: jsrinivasan@nippo.in .

CHAIRPERSON AND SCRUTINISER

The Hon’ble Tribunal has appointed Mr. Mohanraj, Former Judicial Member, NCLT, as the Chairperson of the Meeting and Mr. Sriram Ananth, Advocate as the Scrutiniser to conduct the voting process in a fair and transparent manner. The Scrutiniser shall submit his report to the Chairperson after scrutinising the votes cast, for declaration of results.

Please note that the Scheme of Amalgamation, if approved by the Equity Shareholders at the Meeting, shall be subject to the final approval of the Tribunal.

Dated this 16[th ] day of May, 2025

Sd/Mohanraj

Chairperson appointed by the Tribunal for the meeting

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NOTES:

1. Pursuant to the Ministry of Corporate Affairs (‘MCA‘) General Circulars dated 8th April, 2020, 13th April, 2020, 5th May, 2020, 13th January, 2021, 14th December, 2021, 05th May, 2022, 28th December, 2022, 25th September, 2023 and 19 September 2024 and other circulars issued from time to time (collectively referred to as ‘MCA Circulars‘), physical attendance of the Members to the National Company Law Tribunal (‘NCLT’) convened meeting (‘the meeting’) venue is not required and the meeting be held through video conferencing (‘VC’) or other audio-visual means (‘OAVM’). Hence, Members can attend and participate in the ensuing meeting through VC/OAVM. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and above-mentioned MCA Circulars, the meeting of the Company is being held through VC / OAVM. Accordingly, the facility for appointment of proxies as directed in the Tribunal Order will not be available for this meeting and hence the Proxy Form, Attendance Slip and route map are not annexed to this Notice. The Deemed Venue for the said meeting shall be the registered office of the company.

2. The Notice is being sent to/ published/ displayed for all the Equity Shareholders, whose names appear in the Register of Members/ list of beneficial owners as received from their Registrar and Share Transfer Agent viz., Cameo Corporate Services Ltd on 09[th] May 2025.

3. Pursuant to the provisions of Section 113 of the Act, authorised representatives of the Institution(s) / Body Corporate / Companies who are Equity shareholders can attend this meeting through VC / OAVM and cast their votes through e-voting. Such Equity shareholders intending to authorize their representatives to participate and vote at the meeting are requested to send a certified copy of the Board resolution / authorization letter to the Company by e-mail viz., jsrinivasan@nippo.in or to the scrutinizer by e- mail viz., sriramananth.v@gmail.com

4. As per the directions of the Tribunal, the quorum of the said meeting shall be 2,780 (Two Thousand Seven Hundred and Eighty) Equity Shareholders or if the said quorum is not present at the meeting, the meeting shall be adjourned by half-an-hour and thereafter the persons present shall be deemed to constitute the quorum. Equity Shareholders attending the meeting through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

5. Pursuant to the provisions of Section 108, 230(4) of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Rule 6(3)(xi) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (as amended), Regulation 44 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), SEBI Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023, relevant Circulars the Company is providing facility of remote e-voting to its Equity Shareholders in respect of the business to be transacted at the meeting. The Chairperson of the meeting shall, at the meeting, at the end of discussion on the resolution on which voting is to be held, allow voting with the assistance of the Scrutinizer, for all those equity shareholders who are present at the meeting and have not cast their votes by availing the remote e- voting facility. In this regard, the Company has an existing agreement with Central

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Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the meeting will be provided by CDSL/NSDL.

1. The e-voting facility with CDSL/NSDL will be available at the link www.evotingindia.com./www.evoting.nsdl.com The e-voting period would commence on Wednesday, 18[th] June, 2025 at 09:00 A.M. (IST) and conclude on Friday, 20[th] June, 2025 at 05:00 P.M. (IST). The e-voting module shall be disabled by CDSL/NSDL for voting thereafter. Once the vote on a resolution is cast by the Equity shareholders, the equity shareholders cannot change it subsequently.

2. A person whose name is recorded in the ‘List of Equity shareholders’ of the Company as on, 14[th] June, 2025 shall only be entitled to avail the facility of e-voting at the meeting. However, a person who is not a member as on cut-off date should treat this notice for information purpose only.

3. Registered Equity Shareholders are informed that in case of joint holders attending the Meeting, only such joint holder whose name appears first in the Register of Members of the Applicant Company or the list of Beneficial Owners as received from the Depositories in respect of such joint holding, will be entitled to vote.

4. The Equity shareholders who have cast their vote by remote e-voting prior to the meeting may also attend the meeting by way of VC/OAVM but shall not be entitled to cast their vote again. The details indicating the process and manner for voting by electronic means, the time, schedule including the time period during which the votes may be cast by remote e-voting, the details of the login ID, the process and manner for generating or receiving the password and for casting of vote in a secure manner are provided to the unsecured creditors. The procedures and instructions for ‘remote e-voting’, ‘attending the meeting through VC / OAVM’ and ‘e-voting at the meeting’ are furnished as part of this Notice.

5. The results, together with scrutinizer’s report, will be announced on or before Tuesday, June 24, 2025 and the same will be placed on the website of the Transferee Company viz., www.nippo.in, and on the website of NSDL/CDSL viz., www.evotingindia.com./www.evoting.nsdl.com besides being communicated to the stock exchanges of BSE Limited and National Stock Exchange of India Limited.

6. The Notice calling the meeting along with the explanatory statement has been uploaded on the website of the Company at www.nippo.in and the same can also be accessed from the website of National Stock Exchange of India Limited and BSE Ltd. The Notice of the meeting is also disseminated on the website of CDSL/NSDL (agency for providing the Remote e-Voting facility and e-voting system during the meeting) at www.evotingindia.com./www.evoting.nsdl.com.

7. The Notice of the meeting and the accompanying documents mentioned in the Index are being sent through electronic mode to all Equity shareholders (as on cut-off date) to the e-mail addresses that are registered with the Company / RTA / Depositories, as permitted by the Order of the Tribunal. The physical copies of Notice

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of the meeting are being sent through permitted mode for those Equity shareholders whose email addresses are not registered with the Company / RTA / Depositories.

1. All documents referred to in the Notice and Explanatory Statement will be available for inspection at the Applicant Company’s Registered Office between 09:30 A.M. to 5:30 P.M. on any working days till the date of the Meeting.

2. (i) Business Standard (All India Edition) in English language; (ii) Makkal Kural (Tamil Nadu Edition) in Tamil language indicating the time, day and date of the meeting and stating that the copies of the Scheme and the Explanatory Statement under Sections 102, 230 to 232 and any other applicable provisions of the Act, Rule 6 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

3. The Equity shareholders who would like to express their views / ask questions may send their request mentioning their name, demat account number / folio number, e- mail ID, mobile number to jsrinivasan@nippo.in before Monday,16[th] June, 2025 (05:00 P.M. (IST)).

4. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an e-mail to CDSL - helpdesk.evoting@cdslindia.com/ NSDL- evoting@nsdl.co

INSTRUCTIONS FOR REMOTE E-VOTING & JOINING MEETING THROUGH VC/OAVM

A. The instructions to Equity shareholders for remote e-voting are as under:

• i. The voting period begins on Wednesday, 18[th] June, 2025 (09:00 AM IST) and ends on, Friday 20[th] June, 2025 (05:00 PM IST). During this period the equity shareholders, as on the cut-off date of i.e.,14[th] June, 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL/NSDL for voting thereafter.

• ii. Pursuant to Section 230(4) read with Companies (Compromise, Arrangement and Amalgamation) Rules, 2016, Rule 20 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/ 2020/242 dated December 09, 2020, SEBI Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023, listed entities are required to provide remote e-voting facility.

CDSL e-Voting System – For e-voting and Joining Virtual meetings.

1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May

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05, 2020. The forthcoming EGM will thus be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM through VC/OAVM.

1. 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), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (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 as well as the e-voting system on the date of the EGM will be provided by CDSL.

2. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.

3. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

4. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, , the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the EGM through VC/OAVM and cast their votes through e-voting.

5. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at www.nippo.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the EGM) i.e. www.evotingindia.com.

6. The EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 8, 2020 and MCA Circular No. 17/2020 dated April 13, 2020 and MCA Circular No. 20/2020 dated May 05, 2020.

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1. In continuation to this Ministry's General Circular No. 20/2020 dated 05.05.2020, General Circular No. 02/2022 dated 05.05.2022 and General Circular No. 10/2022 dated 28.12.2022 and after due examination, it has been decided to allow companies whose EGMs are due in the Year 2023 or 2024, to conduct their EGMs through VC or OAVM on or before 30th September, 2024 in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated 05.05.2020.

THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

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 June 18, 2025 and ends on June 20, 2025. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e., June 14, 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

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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 and joining virtual meetings 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 websitewww.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.comhome 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.

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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 or joining virtual meeting & voting during the meeting. 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 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 or joining virtual meeting & voting during the meeting.

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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 withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com 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 e-Voting and joining virtual meetings 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.

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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 Indo- National Limited 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.

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• (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, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the EGM is same as the instructions mentioned above for e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the EGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

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1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable WiFi or LAN Connection to mitigate any kind of aforesaid glitches.

2. Only those shareholders, who are present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM.

3. If any Votes are cast by the shareholders through the e-voting available during the EGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

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 EGM & 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 toll free no. 1800 21 09911.

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EXPLANATORY STATEMENT UNDER SECTIONS 230(3) READ WITH SECTION 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6(3) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULE, 2016 FOR THE MEETING OF THE EQUITY SHAREHOLDERS OF INDO-NATIONAL LIMITED CONVENE AS PER THE DIRECTIONS OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, CHENNAI BENCH(“NCLT/TRIBUNAL”)

1. Pursuant to an Order dated April 29[th] , 2025 passed by the Hon’ble National Company Law Tribunal, Chennai Bench, (‘NCLT/Tribunal’) in the Company Scheme Application No. CA(CAA)/4/(CHE)/2025, a Meeting of Equity Shareholders of Indo-National Limited (‘Transferee Company’) is being convened through “Video Conferencing (‘VC’) or Other Audio-Visual Means (‘OAVM’) on Saturday, 21[st] June, 2025 at 10.00 AM.(IST) for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Amalgamation between Helios Strategic Systems Limited (‘1[st] -

Applicant/Transferor Company’) and Indo National Limited (‘2[nd] Applicant/Transferee Company’) with their respective shareholders and creditors (“the Scheme”) pursuant to provisions of Section 230 to 232 and other relevant provisions of the Companies Act, 2013 read with the Companies (Compromises, Arrangements And Amalgamations) Rules, 2016 (including any statutory modification(s) or re-enactment thereof, for the time being in force) (the “ Scheme ” or “ Scheme of Amalgamation ”).

Capitalised terms not defined herein and used in the Notice and this annexed Explanatory Statement shall have the same meaning as ascribed to them in the Scheme.

1. The Board of Directors of the 1[st] Applicant/Transferor Company and 2[nd] Applicant/Transferee Company, at their meeting held on October 25, 2024, approved the Scheme, subject to the approval of Equity Shareholders and Creditors of the respective Companies. A copy of the Scheme which has been, inter alia, approved by the Board of Directors of the both the Applicant Companies at their respective meetings is enclosed herewith as Annexure 1.

2. The Scheme, inter alia, provides for the voluntary amalgamation of Helios Strategic Systems Limited with Indo-National Limited pursuant to Sections 230 - 232 and other relevant provisions of the Act, in the manner provided for in the Scheme and in compliance with the provisions of the Income Tax Act, 1961, if applicable. The 1[st] Applicant/Transferor Company shall stand dissolved without winding up.

3. The Hon’ble National Company Law Tribunal, Chennai Bench, (‘Tribunal’) has appointed Mr. Mohanraj, a Former judicial member as the Chairperson of the said Meeting. A copy of the said Order will be available for inspection by the members at the Registered Office of the 2[nd] Applicant Company/ Transferee Company at No. 609, Mount Road Lakshmi –

Bhawan, IVth Floor, Chennai, Tamil Nadu, India 600 006 during working hours between 09:30 A.M. (IST) to 05:30 P.M. (IST) up to the date of the meeting.

1. Approval of the Equity Shareholders is sought by way of remote e-voting as required under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the SEBI Circulars and the Companies Act, 2013.

2. This meeting is being held through Video Conferencing/Other Audio-Visual Means. The deemed venue for the meeting shall be the registered office of the Company.

3. The Applicant Company has fled the Scheme with the Registrar of Companies, Chennai in Form No. GNL-1.

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1. Details as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016:

(i) Details of the Order of the NCLT directing the calling, convening and conducting of the Meeting:

Please refer to paragraph no. 1 of this Explanatory Statement for date of the Order and the date, time and venue of the Tribunal Convened Meeting.

	the date, time and venue of the Tribunal Convened Meeting.	the date, time and venue of the Tribunal Convened Meeting.	the date, time and venue of the Tribunal Convened Meeting.	the date, time and venue of the Tribunal Convened Meeting.
	(ii) Details of the Transferor and Transferee Company
S.No	Particulars		Indo-National Limited		Helios Strategic Systems
a.	Corporate Identification Number		L31909TN1972PLC006196		U74999TN2015PLCI01208
b.	Permanent Account Number		AAACI2291L		AADCH6435N
c.	Date of Incorporation		15th July, 1972		1st July, 2015
d.	Type of Company		Public limited Company		Public limited Company
e.	Registered office address and e-mail address		No. 609, Mount Road, Lakshmi Bhawan IVth Floor, Chennai-600 006		No. 609, Mount Road Lakshmi Bhawan, IVth Floor, Chennai-600 006
f.	Name of the Stock Exchange(s) where securities of Company(ies) are listed		BSE Limited and National Stock Exchange of India Limited		Unlisted public limited company

(iii) Other Particulars of the 1st Applicant/Transferor Company as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

a) Summary of the main objects as per the Memorandum of Association and main business carried on by the 1st Applicant/Transferor Company

• i. To invest in the equity, preference shares, stocks, debentures (convertible or nonconvertible), bonds and other securities of companies in the group, associates, subsidiaries or otherwise and to promote industrial finance by way of advance, deposit or lend money, securities and properties with the company, body corporate, firm, person or association whether falling under the same management or otherwise, in accordance with and to extent permissible under the Companies Act, 2013 and to act as a core investment company with or without security and on such terms as may be determined from time to time.

• ii. To establish, promote, form, subsidies or otherwise assist in establishment, promotion and forming enterprises in the same group or otherwise and to invest the funds of the company, from time to time in such manner and in such assets, properties, securities, shares, bullion or investments or otherwise as may from time to time be determined by the company and to sell such investments and to execute all assignments, transfers, receipts and documents that may be necessary in that behalf.

• iii. To invest in shares, debentures or securities of all kind including loans, bonds, debentures, preference shares, promissory notes of the of joint stock companies engaged in defence, aerospace, railways and other infrastructure projects and includes properties of movable and immovable and shares or securities of all kind including loans, bonds, debentures, promissory notes of the Government of India or any State Government or of any local body and to carry on the business of investment company and to buy, underwrite, invest in, acquire, hold and deal in shares, stocks, debentures, debenture stock, bonds, obligations and securities issued or guaranteed by any company, corporation or undertaking either in the name of the company or any nominee or trustee in various industry including in defence, aerospace and space industry.

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• iv. To lend, advance, deposit money, either with or without security to such persons, firms or companies, and upon such terms and conditions as the company may think fit in connection with its business and also to invest the money of the company not immediately required in such manner as from time to time may be determine and to guarantee the performance of contract by such persons or companies, in particular, customers and others having dealing with the company provided that the company shall not carry on business of banking as provided in the Banking Regulations Act, 1949.

(b) Details of change of name, registered office and objects of the 1st Applicant/Transferor Company during the last five years.

There has been no change in the name, Registered Office, and objects of the 1[st] Applicant/Transferor Company during the last five years.

(c) Details of the capital structure of the 1[st] Applicant/ Transferor Company including Authorised, Issued, Subscribed and Paid up Share Capital

The Authorized, Issued, Subscribed and Paid up Share Capital of the 1[st] Applicant/Transferor Company as at October 25, 2025 is as under:

Authorized Share Capital	Amount (INR)
1,03,00,000 equity shares of face value of INR 10 each	10,30,00,000
Issued, Subscribed and Paid-up Share Capital	Amount (INR)
1,02,68,848 equity shares of face value of INR 10 each fully paid-up	10,26,88,480

1[st] Applicant/Transferor Company is a Wholly Owned Subsidiary of the 2[nd] Applicant/Transferee Company.

Subsequent to the approval of the proposed Scheme of Board of directors and until the issuance of Notice of this meeting, there has been no change in the capital structure of Transferor Company.

Pursuant to the Scheme, the entire paid up share capital of the Transferor Company shall be cancelled.

(d) The details of the Board of Directors/ Key Managerial Personnel of the Transferor Company, along with their addresses are as follows:

NAME	DIN	Category	Address
Mr. Pottipatti Dwaraknath Reddy	00277929	Non-Executive and Non-Independent Director	No. 14D, Boat club Road, Rajaannamalaipuram, Chennai- 600 028
Mr. Pottipatti Aditya Reddy	00482051	Non-Executive and Non-Independent Director	No.14D, Boat club Road, Rajaannamalaipuram, Chennai- 600 028
Mr. Mogarala Sankara	07212025	Non-Executive and Non-Independent Director	No.2/9 Vivekanada Street, Arumbakkam, Chennai- 600106

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Mr. J Srinivasan	Not applicable	Company Secretary	No.3.Sethuraman Iyer st,Ramapuram, Chennai- 600 089

(e) The details of promoters of the Transferor Company

The entire paid-up capital of the Transferor Company is held by the Transferee Company including the nominees.

S.No	Name of promoters	No. of equity shares held
1	Indo-National Limited, holding company	1,02,68,842
2	Mr. P Aditya Reddy	1
3	Mr. P Dwaraknath Reddy	1
4	Mr. Vishal Sinha	1
5	Mr. M Ganesan	1
6	Mr. M Sankara Reddy	1
7	Mr. M Subramanyam	1

The remaining 6 equity shares are held by the nominees of the promoters for statutory purpose

(f) If the scheme of compromise or arrangement relates to more than one Company, the fact and details of any relationship subsisting between such companies who are parties to such scheme of compromise or arrangement, including holding, subsidiary or of associate companies

The Transferor Company is a Wholly owned subsidiary of the Transferee Company.

• (g) The date of the Board Meeting of the 1st Applicant/Transferor Company at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

Details of the Directors and their votes for the resolution passed at the meeting of the Board of Directors of the 1[st] Applicant/Transferor Company held on October 25, 2024 are as follows:

follows:
S.No		Names of the Director of the 1st Applicant/ Transferor Company		Voted in favour/ against/ abstain
1.		Mr. Pottipatti Dwaraknath Reddy		Voted in Favour
2.		Mr. Pottipatti Aditya Reddy		Voted in Favour
3.		Mr. M Sankara		Voted in Favour

(h) Amounts due to unsecured creditors of 1st Applicant/Transferor Company

As on 30 September 2024, 1[st] Applicant/Transferor Company had NIL unsecured creditors.

• (i) None of the Directors, the Key Managerial Personnel (as defined under the Act and Rules formed thereunder) of 1[st] Applicant/Transferor Company and 2[nd] Applicant/Transferee Company and their respective Relatives (as defined under the Act and rules formed thereunder) have any interests, financial or otherwise in the Scheme except to the extent of their respective shareholding in the 1[st] Applicant/Transferor Company and 2[nd] Applicant/Transferee Company, if any.

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The effect of the Scheme on the material interests of the Directors, Key Managerial Personnel and their respective relatives, is not any different from the effect on other shareholders of the 1[st] Applicant/Transferor Company and 2[nd] Applicant/Transferee Company. The details of the shareholding of Directors, Key Managerial Personnel and their respective relatives as on October 25, 2024 is as follows:

S.No	Name	No of shares held in Indo- National Limited	No of shares held in Helios Strategic Systems
1	Mr. Pottipatti Dwaraknath Reddy	33,07,390 equity shares	1 equity share
2	Mr. Pottipatti Aditya Reddy	12	1 equity share
3	Mr. M Sankara Reddy	Nil	1 equity share

(j) Disclosure about the effect of the Scheme on the following persons:

S.No	Category of Stakeholder	Effect of the Scheme on Stakeholders of 1st Applicant/ Transferor Company
A.	Shareholders	The entire paid up share capital of the 1st Applicant/Transferor Company being held by the 2ndApplicant/Transferee Company will stand cancelled from the effective date of the merger under the Scheme of Amalgamation
B.	Promoters	Same as above
C.	Non-Promoter Shareholders	No Effect
D.	Key Managerial Personnel (“KMPs”)	No effect
E.	Director(s)	Under the Scheme, 1stApplicant/Transferor Company will be liquidated without winding up and the Board of 1stApplicant/Transferor Company will cease to exist from the effective date.
F.	Employees	Under the Scheme, no rights of the staff and employees of the Applicant Company are being affected.
G.	Creditors	Under the Scheme, no arrangement is sought to be entered into between the 1st Applicant/Transferor Company and its creditors. The interest of the creditors of the 1st Applicant/Transferor Company shall not be impacted in any manner
H.	Depositors	Not Applicable. The 1stApplicant/Transferor Company does not have any Depositors.
I.	Debenture holders, Debenture trustee	Not Applicable. The 1stApplicant/Transferor Company does not have any Debenture holders / Debenture trustee.
J.	Deposit Trustee	Not Applicable. The 1stApplicant/Transferor Company not have any Deposit Trustee.

(k) Disclosure about effect of the Scheme on material interests of Directors, Key Managerial Personnel (KMP), Debenture Trustee and other Stakeholders of 1st Applicant/Transferor Company:

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Please refer to point no. iii (i) above for the effect of the Scheme on material interests of Directors, Key Managerial Personnel, Debenture Trustee and other Stakeholders.

(L) Investigations or proceedings, if any, pending against the 1st Applicant/Transferor Company under the Act:

No investigation proceedings are pending under the provisions of the Companies Act, 2013 in respect of the Applicant Company 1.

• (iv) Other Particulars of the 2nd Applicant/Transferee Company as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016

• A. Summary of the main objects as per the Memorandum of Association and main business carried on by the 2[nd] Applicant/ Transferee Company

• i. To carry on the business of designing, manufacturing, assembling of, importing and exporting of, buying, selling and distribution of and otherwise dealing in all grades, types, qualities, shapes, sizes, categories and description of cells and batteries including Manganese Dioxide Dry Cells and batteries, and components, materials, accessories, sub-assemblies, main assemblies as well as packaging required directly or indirectly for the manufacture of cells and batteries; including zinc and zinc alloy castings, bars, sheets, pellets, cans and electrodes; chemicals, electrolytes, mixtures, solutions and pastes; printed paper, metal and plastic sheets and laminates as well as containers and jackets thereof; plastic, heat shrinking P.V.C. and paper tubes; electrodes and carbon rods; tops; bottoms; insulators; caps; rings and guides; as well as all kinds of components for any type or types of cells and batteries, whether wet or dry or any other type.

• ii. To design, manufacture, assemble, process, import, export, buy, sell and otherwise deal in all types and descriptions of fuel cells, primary and secondary cells and batteries including wet and dry, hybrid, stationary, traction, portable, high performance, high temperature with inorganic and/or organic electrolytes, leclanche, mercury, ammonium chloride, manganese dioxide/zinc voltaic; alkaline - manganese, mercury oxide/zinc (Ruben - Mallory or Kalium), lead-acid storage, automobile, alkaline storage, nickel - cadmium, and nickel - iron.

• iii. To Purchase, manufacture, buy, sell, import, export or otherwise deal in electrical lamps, flash lights, torches, beacons, reflectors and electrical heating apparatus.

• iv. To carry on all or any of the businesses of manufacturers, exporters, importers, maintainers of and dealers in electrical and electronic appliances and apparatus, including transistors, semiconductors, integrated circuits, solid state devices and components valves, cathode ray tubes, resistors, fixed and variable; capacitors, fixed and variable; inductors coils and transformers, fixed, tunable and variable; wires, cables, tuners, plugs, sockets, jacks and adaptors, electric micromones, analysers, testers, con trollers, stabilizers, oscilloscopes of all kinds and descriptions including components, parts, materials and accessories thereof.

• v. To produce, manufacture, install, maintain, repair, import, export, buy, sell or otherwise deal in wireless, transmitting and receiving sets, television and radio broadcast receiving sets, radiograms, tape and Wire recorders, sound recording, processing and reproducing apparatus, stereo and hi-fi systems and equipment, record changers, discassettes microphones, loud speakers, speaker systems, earphones, headphones and cassettes and cartridges thereof.

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• vi. To design, produce, manufacture, instalI, maintain, repair, purchase, buy, sell, import, export or otherwise deal in all types and descriptions of lighting products including Incandescent lamp, Lantern, CFL (compact florescent lamp) and its fixtures, Tube lights, LED Lantern, LED bulbs, LED lamps, LED lights and its fixtures, Solar products including Solar Lantern and Solar light.

• vii. To design, produce, manufacture, install, maintain, repair, purchase, buy, sell, import, export or otherwise deal in all types and descriptions of UPS, Inverters, Electrical Meters, Smart Cards, Rechargeable fans, Chargers including mobile / note pad and other electronic /electric chargers, Mobile Accessories, Electrical products including Switches, Chokes, Patties etc.,

• viii. To provide, promote, engage, develop, create, design, maintain, assist, establish, manage, market, import, export, buy, sell, manufacturing, assembling, altering, improving, dealing and carry on the business of all types and description of areas relating to defence, civil and aerospace including Aero Structures - Metals, Electrical System (wiring harness), Hydraulic Components, Avionics (electronic and information systems) and Maintenance Repair and Overhaul (MRO) to various airlines.

• ix. To carry on the business of production of renewable energy by using various techniques and to engage in generation and distribution of renewable energy and to engage in its other related activities and to carry on Business of generation and distribution of Solar Energy and selling to government and private parties manufacturers etc.,

• x. To engage in the business activities of generation, transmission, distribution, supervisions and control of solar energy units of multiple capacities and to acquire licenses, permits and concessions including transfer and takeover of licenses and /or concessions held by any person, firm or company for or in relation to supply of energy and to develop, build, own, operate and maintain the solar energy plants by generating, producing, refining, receiving, improving, buying, selling, reselling, leasing, sub-leasing, acquiring, using, transmitting, accumulating, employing, distributing, developing, handling, supplying and to act as producer/grower, agent, broker, representative, consultant, collaborator, or otherwise to deal in, undertake, assist, encourage, promote, developmental, scientific, technical, engineering, research activities associated with the solar power generation, transmission and to trade all forms of solar power and its ancillary services on commercial terms either individually or on a joint venture basis with interstate, intrastate, inter-region, cross border, captive purposes, renewable energy sale certificates or to enter into arrangement with Government of India, or any other Government, or States, or Local authority including State Electricity Boards, Intermediaries in Power Transmission / Distribution Companies, Direct Consumers, etc., for the purpose of carrying out the objects of the

• xi. To engage in the business of laying transmission and distribution electric network lines and to do the business of electrical engineers, electricians, engineers, contractors, manufacturers, suppliers, of and dealers in electrical and other appliances cables, wirelines, dry cells, accumulators and distribute, supply

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electricity for the purpose of light, heat, motive power and for all other purposes to which electrical energy can be employed and to design, plan, manufacture, assemble, supply, erect, commission, test, maintain, troubleshooting, repair, service etc., of electrical and/or electronics goods, items, instruments, parts, spares, D.G. sets, electrical control, inverter, switchgear panels, switches ,cables, plugs, powers projects in industrial, commercial, residential, establishments etc., in part individual and/or composite key basis.

• xii. To plan, promote and take up necessary developmental work for the power sector, purchase power from generating companies and trade in power in an optimal manner, interstate, inter-region and cross border.

• xiii. To engage in the business of purchasing, procuring, selling, importing, exporting and trading all forms of electric power and ancillary services on a commercial basis, either individually or on a joint venture basis.

• xiv. To carry on the business act as agent of public/private sector enterprises, financial institutions, banks, central government, state governments etc. engaged in planning and development of power sector to promote and organize research and development and carry out consultancy services in power sector and related activities.

• xv. To carry on the business of generating, harnessing, developing, accumulating, transmitting, distributing and supplying power either by whatever available nonconventional energy sources or renewable energy sources or any other means and renewable electricity, alternate energy or power generation through possible means and to generate, receive, purchase, develop, use, sell, supply, distribute and accumulate electricity power and to transmit, distribute and supply such power through transmission lines and facilities and generally to develop, generate and accumulate power at any place or places and to transmit, distribute, sell and supply such power.

• xvi. To set up captive power plant for the use as permitted under the law for the time being in force and to generate, accumulate, distribute and supply electricity and other power (subject to and in accordance with Law) and to acquire concession or licenses granted by or to enter into contracts with the Government of India, or any State Government, Municipal or Local Authority or Statutory body, company or person in India for the construction and maintenance of any electric installation or the production, transmission or use of electric power.

• xvii. To construct, lay down, establish, promote, fix, erect, build, install, commission, carry out and run all necessary power sub- stations, workshops, repair shops, wires, cables, lines, accumulators, lamps, fittings and apparatus in the capacity of principals, contractors or otherwise and to connect with generation, distribution, supply, accumulation or electricity including in the term electricity all power that may be directly or indirectly derived therefrom.

• xviii. To carry on the business of manufacturing, selling, distributing, supplying, contracting, sub-contracting of Solar modules/panels including energy Systems

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processing, Casting, Cell manufacturing and System Installation and to execute Engineering, Procurement and Construction (EPC) contracts.

• xix. To carry on the business of processing, producing, mixing, packing, preserving, freezing, extracting, refining, manufacturing, importing, exporting, buying, selling, trading and dealing in processed foods, health foods, protein foods, food products, agro foods, fast foods, packed foods, poultry products, sea foods, milk foods, health and diet drinks, extruded foods, frozen foods, dehydrated foods, precooked foods, canned foods, preserved foods, bakery products and confectionery items such as breads, biscuits, sweets, cakes, pastries, cookies, wafers, condoles, lemon drops, chocolate, toffees, tinned fruits, chewing gum, bubble gum, detergents, jams, jelly, pickles, squashes, sausages, nutrient, snacks, health and diet foods/drinks, extruded foods, confectionery items, sweets, cereals products and any other food products in and outside India.

• xx. To carry in and outside India or elsewhere the business to process, prepare, disinfect, ferment, compound, mix, clean, wash, concentrate, crush, grind, segregate, pack, repack, add, remove, heat, grade, preserve, freeze, distillate, boil, sterilize, improve, extract, refine, buy, sell, resale, import, export, barter, transport, store, forward, distribute, dispose, develop, handle, manipulate, consult, collaborate, stock, liaise, middleman, export house, job worker or otherwise to deal in all types, descriptions, tastes, uses and packs of consumer food items, their by-products, ingredients, derivatives, residues, including foods and vegetables, packed foods, powders, pastes, liquids, drinks, beverages, juice, jams, jelly, squashes, pickles, sausages, concentrates, extracts, essences, flavours, syrups, sarbats, flavoured drinks, cream, cheese, butter, biscuits, breads, cakes, pastries, confectionery, sweets, chocolates, toffees, fun foods, breakfast foods, dietetic products, strained baby foods, instant foods, cereal products, table delicacies and all other items whether natural, artificial or synthetic.

• xxi. To carry on the business of processing, farming, manufacturing, distributorship, agency, broker, factors, stockists, importer and otherwise deal in all kinds of organic and inorganic food products and drinking products, mineral water, soft drinks, aerated mineral water, fruit drinks, artificial flavoured drinks, condensed milk and drinking products of all kinds and other consumable provision of every description for human consumption.

• xxii. To mine, quarry or beneficiate coal and manufacture coke and other by-products of coal, purchase or otherwise acquire all minerals and other materials of every kind needed for or resulting from the mining, manufacturing, production or processing of coal, coke and by-products of every kind and for this purpose, to install, operate and manage all necessary plants, mines, establishments, work and to promote, operate and carry on the business of coal washeries and to process, make, market, use, sell and dispose of any materials produced as a result of the above activities.

• xxiii. To carry on the business as coal and general merchants, contractors, agents, importers, exporters, factors, warehousemen, and carriers by land and sea.

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• xxiv. To carry on the business in India or abroad to take on lease, rent, hire and to construct, build, establish, erect, promote, undertake, acquire, own, operate, equip, manage, renovate, recondition, turn to account, maintain and to run warehouses, godowns, open platforms, refrigeration houses, stores and other similar establishments to provide facilities for storage of commodities, goods, articles and things, and for the purpose to act as C & F agent, custodian, warehouseman, transportation and distribution agent, stockist, financier, auctioneer, importer, exporter, or otherwise to deal in all sorts of commodities and similar goods.

• xxv. To carry on the business of Real Estate and construction including for that purpose, buy, sell, purchase, lease, sub-lease or on rent or on tenancy or on license or otherwise maintain, develop, demolish, construct, build, erect, alter, repair, remodel and turn to account any land or buildings owned or acquired or leased by the Company in which the Company may be interested as owners, lessors, lessees, licensees, architects, builders, interior decorators, designers, vendors, contractors, property developers, and Real Estate owners and agents whether such land or building or the development thereof be for or in respect of sale, lease, allot or any other arrangements on such terms and conditions and to divide the same into suitable flats/plots for residential or commercial purposes such as multistoried buildings, complexes, houses, flats, offices, shops, business and amusement parks, industrial growth centre, resorts or other structures and purchasing, holding in stock or selling materials or trading in construction materials and building accessories, electrical, sanitary, plumbing and other fixtures, fittings, equipment, plant, machinery, tools & appliances including furniture, fixtures, household goods, land, decoration materials.

(b) Details of change of name, registered office and objects of the 2[nd] Applicant/ Transferee Company during the last five years.

There has been no change in the name, registered office, and objects of the 2[nd] Applicant/Transferee Company during the last five years.

(c) Details of the capital structure of the 2[nd] Applicant/ Transferee Company including Authorised, Issued, Subscribed and Paid-up Share Capital

The Authorized, Issued, Subscribed and Paid-up Share Capital of the Applicant Company as at October 25, 2025 is as under:

Authorized Share capital	Amount (INR)
1,00,00,000 equity shares of face value of INR. 5 each	5,00,00,000
Issued, subscribed and paid-up capital	Amount (INR)
75,00,000 equity shares of face value if INR. 5 each	3,75,00,000

Subsequent to the date of approval of the proposed Scheme by the Board of Director and until the issuance of Notice of this Meeting, there has been no change in the capital structure of the Transferee Company.

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(d) The details of the Board of Directors/ Key Managerial Personnel of the 2[nd] Applicant/ Transferee Company, along with their addresses are as follows:

NAME	DIN	CATEGORY	ADDRESS
Mr. Pottipatti Dwaraknath Reddy	00277929	Managing Director	No. 14D, Boat club Road, Rajaannamalaipuram, Chennai- 600 028
Mr. Pottipatti Aditya Reddy	00482051	Joint Managing Director	No.14D, Boat club Road, Rajaannamalaipuram, Chennai- 600 028
Mr. Kiran Joseph	05017183	Director	No.14 Tarapore Avenue Harrington Road Chetpet Chennai–600 031
Ms. Deepa Sheshadri	10650439	Director	Flat No.10, I Floor, Athipathi Flats, 7, Mylapuran Street, Royapettah, Royapettah Police Station, Chennai-600014
Mr. Mogarala Sankara	07212025	Director	No.2/9 Vivekanada Street, Arumbakkam, Chennai-600106
Mr. R.P.Khaitan	00015801	Joint Managing Director	W.58 Greater Kailash Part 2, Greater Kailash S.O South Delhi, 110048
Mr. Murali Subramaniam	10867356	Director	Mr. S. Murali ONE 74, Tower 1Sathyadev Avenue MRC Nagar,Raja Annamalaipuram Chenani 28
Mr. Pavan Kumar Bhimaraju Venkata Subba	Not applicable	Chief Executive Officer	C-204, Atrium aprts, No.22. Kalasetra road, Thiruvanmiyur Chennai 600 041
Mr. Sivaramakrishnan	Not applicable	Chief Financial Officer	506, Alliance Galleria, 200ft road, pallavaram Chennai 600 043
Mr. J Srinivasan	Not applicable	Company Secretary	No.3. Sethuraman Iyer st, Ramapuram, Chennai-600 089

Note: R.K.Khaitan (DIN: 00015801) retired on September 26[th] , 2024 and Mr. Murali Subramaniam(DIN-1086356) was appointed with effect from December 13, 2024

(e) The details of promoters/promoter group of the 2[nd] Applicant/ Transferee Company

pany
Name of promoters	Address
P. Dwaraknath Reddy	No. 14D, Boat club Road, Rajaannamalaipuram, Chennai- 600 028
Sarla Devi Khaitan	No.W-58, Greater Kailash -II, New Delhi India, 110048

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3. 4. 5. 6. 7. 8. 9. 10. 11. 12.	Sindoori Reddy	No. 14E, Boat club Road, Rajaannamalaipuram, Chennai- 600 028
	Rajendra Prasad Khaitan	W-58, Greater Kailash, Part II, New Delhi, 110048
	Suneeta Reddy	No. 14D, Boat club Road, Rajaannamalaipuram, Chennai- 600 028
	H N Khaitan (HUF)	W-58, Greater Kailash, Part II, New Delhi, 110048
	Anju Ganeriwal	Ganeriwal House 50 Swastik Chs N S Road No 3 J V P D Scheme Juhu Vile Parle West Mumbai -400056
	Lakshmi Devi Reddy	W-58, Greater Kailash, Part II, New Delhi, 110048
	Aditya Dev Reddy	No.14D, Boat club Road, Rajaannamalaipuram, Chennai- 600 028
	P.D.R Investments Pvt Ltd	Fourth Floor, Lakshmi Bhawan No. 609, Mount Road, Chennai, Chennai, Tamil Nadu, India, 600006
	Obul Reddy Investments Pvt Ltd	Fourth Floor, Lakshmi Bhawan No. 609, Mount Road, Chennai, Chennai, Tamil Nadu, India, 600006
	Radiohms Properties Private Limited	B -7/2, Okhla Industrieal Area Phase -II New Delhi 110020

(g) The date of the Board Meeting of the 2[nd] Applicant/ Transferee Company at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favour of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

S.No	Names of the Director of the 2nd Applicant/ Transferee Company	Voted in favour/ against/ abstain
1.	Mr. Pottipatti Dwaraknath Reddy	Voted in favour
2.	Mr. Pottipatti Aditya Reddy	Voted in favour
3.	Mr. Kiran Joseph	Voted in favour
4.	Ms. Deepa Sheshadri	Voted in favour
5.	Mr. Mogarala Sankara	Voted in favour
6.	Mr. R.P.Khaitan	Did not Vote*
7.	Mr. Murali Subramaniam	Did not Vote*

Note: R.K.Khaitan (DIN: 00015801) retired on September 26[th] , 2024 and Mr. Murali Subramaniam(DIN-1086356) was appointed with effect from December 13, 2024

(h) Amounts due to unsecured creditors of Transferee Company

As on 30 September 2024, 2[nd] Applicant/Transferee Company had 26 (Twenty Six) unsecured creditors and amount due to such unsecured creditors is Rs. 403.20 Lakhs.

(j) Disclosure about the effect of the Scheme on the following persons:

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S.No	Category of Stakeholder	Effect of the Scheme on Stakeholders of 2nd Applicant/ Transferee Company
A.	Shareholders	No Effect
B.	Promoters	No Effect
C.	Non-Promoter Shareholders	No Effect
D.	Key Managerial Personnel (“KMPs”)	No effect
E.	Director(s)	No Effect
F.	Employees	No Effect
G.	Creditors	No Effect
H.	Depositors	Not Applicable. The 2ndApplicant/ Transferee Company does not have any Depositors.
I.	Debenture holders, Debenture trustee	Not Applicable. The 2ndApplicant/ Transferee Company does not have any Debenture holders / Debenture trustee.
J.	Deposit Trustee	Not Applicable. The 2ndApplicant/ Transferee Company does not have any Deposit Trustee.

(k) Disclosure about effect of the Scheme on material interests of Directors, Key Managerial Personnel (KMP), Debenture Trustee and other Stakeholders of 2[nd] Applicant/Transferee Company:

Please refer to point no. iii (i) above for the effect of the Scheme on material interests of Directors, Key Managerial Personnel, Debenture Trustee and other Stakeholders.

(L) Investigations or proceedings, if any, pending against the 2nd Applicant/Transferee Company under the Act:

No investigation proceedings are pending under the provisions of the Companies Act, 2013 in respect of the 2[nd] Applicant/Transferee Company.

(v) Details of the scheme of compromise or arrangement: -

Sl No	Particulars	Remarks
(a)	Parties Involved in such Compromise or arrangement	Scheme of Amalgamation between Helios Strategic Systems Limited (‘1st Applicant/Transferor Company’) and Indo- National Limited (‘2nd Applicant/Transferee Company’). The Transferor Company is wholly owned subsidiarycompanyof the Transferee Company.
(b)	Appointed Date, Effective date, Share Exchange Ratio and Other considerations if any	“Appointed Date” means the date from whichthis Scheme shall become operative viz., 1st April 2024. “Effective Date” means the date or last of the dates on which the certified copyof the order of

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Sl No	Particulars	Remarks
		the Tribunal sanctioning this Scheme is filed with the concerned Registrar of Companies by the Transferor Company and the Transferee Company. References in the scheme to the date of “upon the scheme becoming effective” or “upon the scheme taking effect” and similar expressions shall mean the effective date. “Share Exchange Ratio”- Not applicable, as wholly owned subsidiary is merging with its holding company. “Considerations”- Since, the Transferor Company is a wholly owned subsidiary company of the Transferee Company, the shares of the Transferor Company held by the Transferee Company will stand cancelled and there shall be no issuance of shares or payment of any consideration by Transferee Company to the shareholders of the Transferor Company.
(c)	Summary of valuation Report and Fairness Opinion report from a Merchant banker	Not Applicable (Transferor Company being 100% wholly owned subsidiary of the Transferee Company)
(d)	Details of capital or Debt restructuring	The entire Paid- up Capital of the Transferor Company shall stand cancelled upon the Scheme of Amalgamation becoming effective, as the Transferor Company is a wholly owned Subsidiary of the Transferee Company. Apart from the above, no capital or debt restructuring, is proposed in the subject Scheme of Amalgamation.
(e)	Rationale of Compromise or arrangement	This Scheme of amalgamation would result in the following benefits: i. The transferor Company is a wholly owned subsidiary of the transferee Company and the amalgamation is therefore within the group Companies. ii. The amalgamation would facilitate a consolidation of business of the group and aid in simplification of corporate structure. iii. The proposed amalgamation would be in the best interest of all stakeholders at large and would bring economies of scale and reduce the overheads considerably.

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Sl No	Particulars	Remarks
		iv. The above amalgamation will help to improve internal control systems, procedures and can possess effective control and improves in operational efficiency. v. The amalgamation will eliminate inter- company transactions if any and holdings. Thus, as a whole the consolidation shall be beneficial to the interest of the Transferor Company and the Transferee Company, their shareholders, their creditors, employees, customers and all stakeholders at large.
(f)	Benefits of the Compromise or arrangement as perceived by the Board of directors to the company, members, creditors and others	Mentioned in (e) above

(vi) Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities in relation to the Scheme

• (i) The Transferor and Transferee Companies have submitted a joint application before the Tribunal for Sanction of the Scheme under Section 230 to 232 of Companies Act, 2013

• (ii) As directed by the Tribunal, the Transferee Company shall send the notice to Regional Director concerned, MCA, Registrar of Companies, Official liquidator and Income Tax authorities as well as other sectoral regulators.

• (iii) Requisite approvals for Transferor Company: Approval of shareholders of Transferor Companies is being dispensed with based on the directions of the Tribunal and there is no requirement to obtain the approval of secured/unsecured creditor as there are no such creditors. Further, the Transferee Company, being a listed entity, is governed by the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 10, 2023 (“SEBI Scheme Circular”). In accordance with the said Regulations and the SEBI Scheme Circular, where a Scheme of Amalgamation solely involves the merger of a wholly owned subsidiary with its listed holding company, no prior approval from SEBI or the Stock Exchanges is required.

• (iv) Requisite approvals for Transferee Company: The approval of the Scheme by the requisite majorities of Equity Shareholders of the Transferee Company is being sought under the provisions of the Companies Act, 2013 based on the directions of the Tribunal. The Transferor Company doesn't require any further approval from any regulatory authority except the approval of the regulatory authorities as prescribed under Section 232 of Companies Act, 2013.

• (v) Sanctioning of the Scheme of Tribunal: The sanction of the Tribunal under Sections 230 to 232 and other applicable provisions of the said Act in favour of the

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Transferor Companies and the Transferee Company and the Certified Copy of the Order of the Tribunal sanctioning this scheme being filed with Registrar of Companies.

(vii) Details of availability of the following documents for obtaining extracts from or making or obtaining copies

The following documents will be available for obtaining extract from or for making or obtaining copies of or for inspection by the members and creditors of the 2[nd] Applicant/ Transferee Company at No. 609, Mount Road Lakshmi Bhawan, IVth Floor, Chennai – 600 006 between 9.30A.M. to 5.30 P.M. on any working day up to the date of the Meeting:

• A. Certified copy of the Order dated April 29[th] , 2025 passed by the Hon’ble National Company Law Tribunal, Chennai Bench, (‘NCLT/Tribunal’) in the Company Scheme Application No. CA(CAA)/4/(CHE)/2025 directing the 2[nd] Applicant/ Transferee Company to convene the Equity shareholder Meeting;

• B. Copy of the Scheme of Amalgamation;

• C. Copies of the Memorandum of Association and Articles of Association of the 1[st] Applicant/Transferor Company and 2[nd] Applicant/Transferee Company;

• D. Copies of the latest audited financial statements of the 1[st] Applicant/Transferor Company and 2[nd] Applicant/Transferee Company as on 31 March 2024;

• E. Copy of Form No. GNL-1 fled by the respective Companies with the concerned Registrar of Companies along with challans, evidencing fling of the Scheme;

• F. Register of Directors’ and Key Managerial Personnel and their Shareholding of the 1[st] Applicant/Transferor Company and 2[nd] Applicant/Transferee Company;

• G. Copy of the respective Board resolutions dated October 25, 2024 of 1[st] Applicant/Transferor Company and 2[nd] Applicant/Transferee Company approving the Scheme; and

• H. The certificates issued by Auditors of the 1[st] Applicant/Transferor Company and 2[nd] Applicant/Transferee Company to the effect that the accounting treatment, if any, proposed in the Scheme of Amalgamation is in conformity with the Accounting Standards prescribed under Section 133 of the Act.

Documents required to be circulated for the Tribunal Convened Meeting under Section 232(2) of the Act and Annexed herewith:

As required under Section 232(2) of the Act and paragraph 8 of the SEBI Scheme Circular, the following documents are being circulated with this Notice and the Explanatory Statement:

1. Scheme of Amalgamation between Helios Strategic Systems Limited (‘1[st] Applicant/Transferor Company’) and Indo-National Limited and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013, enclosed as Annexure 1 .

2. Annual Report of Helios Strategic Systems Limited as of 31 March 2024 (‘1[st] Applicant/Transferor Company’) and Indo-National Limited, enclosed as Annexure 2 .

3. Report adopted by the Board of Directors of Indo-National Limited pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013, enclosed as Annexure 3 .

4. Report adopted by the Board of Directors of Helios Strategic Systems Limited pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013, enclosed as Annexure 4 .

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In view of the information provided hereinabove and the documents attached along with this Notice and Explanatory statement, the requirements of Section 232(2) of the Companies Act, 2013 have been complied with.

Sd/Mohanraj Chairperson appointed for the Meeting by the Tribunal

Date: May 16, 2025 Place: Chennai

Registered office at No. 609, Mount Road Lakshmi Bhawan, IVth Floor, Chennai – 600 006

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==> picture [43 x 44] intentionally omitted <==

IN THE NATIONAL COMPANY LAW TRIBUNAL DIVISION BENCH - II, CHENNAI

In CA (CAA)/ 4 (CHE)/ 2025

(Under Sections 230 to 232 of the Companies Act, 2013)

In the matter of Scheme of Amalgamation among Helios Strategic Systems Limited (Transferor Company) and Indo- National Limited (Transferee Company)

HELIOS STRATEGIC SYSTEMS LIMITED

(CIN: U74999TN2015PLC101208) Having its Registered Office at No. 609, Mount Road Lakshmi Bhawan, IVth Floor, Chennai, Tamil Nadu, India – 600 006. Represented by,

Ms. Swetha Subrahmanian, Company Secretary

… 1[st] Applicant / Transferor Company

And

INDO- NATIONAL LIMITED

(CIN: L31909TN1972PLC006196) Having its Registered Office at No. 609, Mount Road Lakshmi Bhawan, IVth Floor, Chennai, Tamil Nadu, India – 600 006. Represented by, Ms. Swetha Subrahmanian, Company Secretary

… 2[nd] Applicant / Transferee Company

Order Pronounced on 29.04.2025

CORAM

Shri JYOTI KUMAR TRIPATHI, MEMBER (JUDICIAL) Shri RAVICHANDRAN RAMASAMY, MEMBER (TECHNICAL)

Present:

For Applicants: Ms. Lakshmi Subramanian and Swetha Subrahmanian, Advocates

CA(CAA)/4/(CHE)/2025 In the Matter of Amalgamation among Helios Strategic Systems Limited and Indo – National Limited 115

Page 1 of 12

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ORDER

1. The present application have been filed jointly by the Applicant Companies, namely HELIOS STRATEGIC SYSTEMS LIMITED (hereinafter “ Transferor Company ) and INDO- NATIONAL LIMITED (hereinafter “ Transferee Company” ) under sections 230-232 of Companies Act, 2013, and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in relation to the Scheme of Arrangement (hereinafter referred to as the “SCHEME”) proposed by the Applicant Companies. The said Scheme is appended as “Annexure 1” in the application.

2. The Applicant Companies in this Application has sought for the following reliefs;

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1. Affidavits in support of the present Application sworn for and on behalf of the Applicant Companies have been filed by authorized signatories, details of which are listed hereunder: -

2. i) Ms. Swetha Subrahmanian, Company Secretary, on behalf of Transferor Company as authorized signatory.

3. ii) Ms. Swetha Subrahmanian, Company Secretary, on behalf of Transferee Company as authorized signatory.

4. It is submitted that the Transferor Company is an Unlisted Public Limited Company, incorporated under the provisions of Companies Act, 1956 on 01.07.2015 with name Helios Strategic Systems Limited .

CA(CAA)/4/(CHE)/2025 In the Matter of Amalgamation among Helios Strategic Systems Limited and Indo – National Limited 116

Page 2 of 12

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The Share Capital of the Transferor Company as on 31.03.2024 is as

follows:

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MAIN OBJECTS OF THE TRANSFEROR COMPANY IN BRIEF:

a) The main objects of the Applicant Company 1 /Transferor Company are set out in Clause III of its Memorandum of Association. The extracts of the main objects are briefly as under:-

• i. To invest III the equity, preference shares, stocks, debentures (convertible or non- convertible), bonds and other securities of companies in the group, associates, subsidiaries or otherwise and to promote industrial finance…

• (The detailed objects are mentioned in the clause III of the object clause in the Memorandum of Association as filed in the application)

• It is submitted that the Transferee Company is a Listed Public Company on National Stock Exchange of India and BSE Limited, incorporated under the provisions of the Companies Act, 2013 on 15.07.1972 with name Indo- National Limited . The Share Capital of the Transferee Company as on 31.03.2024 is as follows:

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CA(CAA)/4/(CHE)/2025 In the Matter of Amalgamation among Helios Strategic Systems Limited and Indo – National Limited 117

Page 3 of 12

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MAIN OBJECTS OF THE TRANSFEREE COMPANY IN BRIEF:

a) The main objects of the Applicant Company 2 /Transferee Company are set out in Clause III of its Memorandum of Association. The extracts of the main objects are briefly as under:-

  _1. To carry on the business of designing, manufacturing, assembling of, importing and exporting of, buying, selling and distribution of and otherwise dealing in all grades, types, qualities, shapes, sizes, categories and description of cells and batteries… (The detailed objects are mentioned in the clause III of the object clause in the Memorandum of Association as filed in the application)_

1. Applicant companies have filed their respective Memorandum and Articles of Association inter alia delineating their object clauses. The Applicant Companies have filed their audited financial Statements as on 31.03.2024 and is placed at Annexure 3A and Annexure 5A . The unaudited financial statements filed by both the companies as on 30.11.2024 are placed as Annexure 3C and Annexure 5C respectively.

2. The Present Scheme provides for Amalgamation of Applicant companies and the rationale of the scheme is as follows:

    - _“This Scheme of amalgamation would result m the following benefits:_
   

3. i. The Transferor Company is a wholly owned subsidiary of the Transferee Company and the amalgamation IS therefore within the group companies.

4. ii. The amalgamation would facilitate a consolidation of business of the group and aid in simplification of corporate structure.

5. iii. The proposed amalgamation would be m the best interest of all stakeholders at large and would bring economies of scale and reduce the overheads considerably.

6. iv. The above amalgamation will help to improve internal control systems, procedures and can possess effective control and improves in operational efficiency.

7. v. The amalgamation will eliminate inter- company transactions if any and holdings.

8. vi. Thus, as a whole the consolidation shall be beneficial to the interest of the Transferor Company and the Transferee Company, their shareholders, their creditors, employees, customers and all stakeholders at large.”

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9.

10.

The Board of Directors of the Transferor Company and the Transferee Company in the meeting held on 25.10.2024, has approved the proposed Scheme as contemplated above. Certified Copies of the Board resolutions passed thereon have been placed on record by the companies as Annexure 12 and 13 of the application respectively. The Statutory Auditors of both the Applicant Companies have certified that the Accounting Standards are in compliance with Section 133 of the Companies Act, 2013.

With respect to Helios Strategic Systems Limited (Transferor

Company) , it is submitted as under:

I. EQUITY SHAREHOLDERS:

There are 7 (Seven) Equity Shareholders and the List of equity shareholders to this effect as on 30.09.2024 is placed on record as a certificate issued by the Charted Accountant at Pg.No.314 – 315. Consent by way of Affidavits was given by all the Equity Shareholders amounting to 100% is also placed on record at Pg.No.316 to 343 as Annexure 7A – 7G of the application and . the transferor company has sought to dispense with the meeting

II. SECURED CREDITORS:

There is Nil Secured Creditors. Certificate has been issued by the Chartered Accountant to this effect which is placed along with the application at Pg.No.344 as Annexure 8. Therefore necessity to hold a meeting does not arise and the transferor company has sought to dispense with the meeting.

III. UNSECURED CREDITORS:

There is Nil Unsecured Creditors. Certificate has been issued by the Chartered Accountant to this effect which is placed along with the application at Pg.No.344 as Annexure 8.

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Therefore necessity to hold a meeting does not arise and the transferee company has sought to dispense with the meeting.

1. With respect to Indo – National Limited (Transferee Company) , it is submitted as under:

I. EQUITY SHAREHOLDERS:

There are 13,886 (Thirteen Thousand Eight Hundred and Eighty Six) Equity Shareholders. List of Equity shareholders to this effect is placed on record as a certificate issued by the Charted Accountant at Pg.No.497. As per that certificate, all the equity shareholders have sought for obtaining approval . through postal ballot

II. SECURED CREDITORS:

There is Nil Secured Creditors. Certificate has been issued by the Chartered Accountant to this effect which is placed along with the application at Pg.No.345 – 347 as Annexure 9. Therefore necessity to hold a meeting does not arise and the transferee company has sought to dispense with the meeting.

III. UNSECURED CREDITORS:

There are 26 (Twenty six) Unsecured Creditors. List of unsecured creditors to this effect is placed on recorded as a certificate issued by the Chartered Accountant which is placed along with the application at Pg.No.345 – 347 as Annexure 9. Consent by way of Affidavits was given by all the unsecured creditors amounting to 100% is also placed on record at Pg.No.348 – 496 as Annexure 10A – 10Z of the application and . the transferor company has sought to dispense with the meeting

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1. Taking into consideration the submissions and the documents on record, this Tribunal issues the following directions: -

A) IN RELATION OF TRANSFEROR COMPANY:

I) With respect to Equity shareholders:

Since it is represented that there are 7 (seven) Equity Shareholders in the Company whose consents by way of affidavits forming 100% value have been obtained and are placed on record, the necessity to convene and hold a meeting is dispensed with.

II) With respect to Secured Creditors:

Since it is represented that there is Nil Secured Creditors in the Company. Therefore the necessity to convene and hold a meeting does not arise .

III) With respect to Unsecured Loan Creditors:

Since it is represented that there is Nil Unsecured Creditors in the Company. Therefore the necessity to convene and hold a meeting does not arise .

B) IN RELATION OF TRANSFEREE COMPANY:

I) With respect to Equity shareholders:

Since, it is represented that there are 13886 (Thirteen Thousand

Eight Hundred and Eighty Six) Equity Shareholders in the Company whose consents by way of postal ballot approval has been sought for, but this Tribunal is in a view to convene the meeting of the equity shareholders to obtain the approval vide e- voting. Hence, this tribunal directs to convene the meeting of equity shareholders on 21.06.2025 at 10.A.M at the Registered office address of the Transferee Company or through video conferencing or if not convenient at any other suitable place for

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which approval shall be sought from this Tribunal within a period of 7 days from the date of this order and prior to the issue of notices.

II) With respect to Secured Creditors:

Since it is represented that there is Nil Secured Creditors in the Company. Therefore the necessity to convene and hold a meeting does not arise .

III) With respect to Unsecured Loan Creditors:

Since it is represented that there are 26 (Twenty six) unsecured creditors in the Company whose consents by way of affidavits forming 100% value have been obtained and are placed on record, the necessity to convene and hold a meeting is dispensed with.

1. The quorum for the meeting of the Applicant Company shall be as follows:

Transferee Company

S.No.	Class	Quorum
1	Equity Shareholders	2780

(i) The Chairperson appointed for the aforesaid meeting shall be

Mr.Mohanraj (Mobile no: 9841508735). The Fee of the Chairperson

for the said meeting shall be Rs.1,00,000/- (Rupees One Lakh only) in

addition to meeting his incidental expenses. The Chairperson(s) will file the reports of the meeting within a week from the date of holding of the above said meetings.

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• (ii) Mr. Sriram A. is appointed as a Scrutinizer and would be entitled to a fee of Rs. 60,000/- (Rupees Sixty Thousand Only) for services in addition to meeting his incidental expenses.

• (iii) In case the quorum as noted above, for the above meeting of the Applicant Companies is not present at the meeting, then the meeting shall be adjourned by half an hour, and thereafter the person(s) present and voting shall be deemed to constitute the quorum. For the purpose of computing the quorum the valid proxies shall also be considered, if the proxy in the prescribed form, duly singed by the person entitled to attend and vote at the meeting, is filed with the registered office of the applicant companies at least 48 hours before the meeting. The Chairperson appointed herein along with Scrutinizer shall ensure that the proxy registers are properly maintained. However, every endeavour should be made by the applicant companies to attain at least the quorum fixed, if not more in relation to approval of the scheme.

• (iv) The meetings shall be conducted as per applicable procedure prescribed under MCA Circular MCA General Circular Nos. (i) 20/2020 dated 5[th] May 2020 (AGM Circular), (ii) 14/2020, dated 08.04.2020 (EGM Circular-I) and (iii) 17/2020 dated 13.04.2020 (EGM Circular-II);

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(v) That individual notices of the above said meetings shall be sent by the Applicant Company through registered post or speed post or through courier or e-mail, 30 days in advance before the scheduled date of the meeting, indicating the day, date, the place and the time as aforesaid, together with a copy of scheme, copy of explanatory statement, required to be sent under the Companies Act, 2013 and the prescribed form of proxy shall also be sent along and in addition to the above any other documents as may be prescribed under the Act or rules may also be duly sent with the notice.

• (vi) That the applicant company shall publish advertisement with

• a gap of at least 30 clear days before the aforesaid meetings, indicating the day, date and the place and time as aforesaid, to be published in the English Daily “Business Standard” (All India Edition), and “Makkal Kural” Tamil (Tamil Nadu Edition) in Vernacular stating the copies of Scheme, the Explanatory Statement required to be furnished pursuant to Section 230 of the Companies Act, 2013 and the form of proxy shall be provided free of charge at the registered office of the respective Applicant companies.

• (vii) The Chairperson shall as aforesaid be responsible to report the result of the meeting within a period of 3 days of the conclusion of the meeting with details of voting on the proposed scheme.

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• (viii) The company shall individually send notice to the Regional Director concerned, MCA, Registrar of Companies, Official Liquidator and the Income Tax Authorities as well as other Sectoral regulators who may have significant bearing on the operation of the applicant companies or the Scheme per se along with copy of required documents and disclosures required under the provisions of Companies Act, 2013 read with Companies (Compromises, Arrangements & Amalgamations) Rules, 2016.

• (ix) The applicant company shall further copy of the Scheme free of charge within 1 days of any requisition for the Scheme made by every creditor or member of the applicant companies entitled to attend the meetings as aforesaid.

• (x) The authorized Representative of the Applicant Company shall furnish an affidavit of service of notice of meetings and publication of advertisement and compliance of all directions contained herein at least a week before the proposed meetings.

• (xi) All the aforesaid directions are to be complied with strictly in accordance with the applicable law including forms and formats contained in the Companies (Compromises, Arrangements & Amalgamations) Rules, 2016 as well as the provisions of the Companies Act, 2013 by the Applicants.

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1. Accordingly, the Application stands allowed. The Applicant Companies are directed to file the Application for the Second Motion

-Sd- -SdRAVICHANDRAN RAMASAMY JYOTI KUMAR TRIPATHI MEMBER (TECHNICAL) MEMBER (JUDICIAL)

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REPORT ADOPTED BY THE BOARD OF DIRECTORS OF HELIOS STRATEGIC SYSTEMS LIMITED (“TRANSFEROR COMPANY”) IN ACCORDANCE WITH SECTION 232(2)(C) OF THE COMPANIES ACT, 2013 READ WITH RULE 6(3)(VI) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 AT ITS MEETING HELD ON 25[th] OCTOBER 2024

1. Background:

• a. A meeting of the Board of Directors (“Board”) of Helios Strategic Systems limited (“Transferor company”) was held on October 25, 2024 where the Board considered and approved the proposed Scheme of Amalgamation in respect of the amalgamation of Helios Strategic Systems Limited (“Transferor Company”) with Indo-National Limited and their respective shareholder and creditors (“Scheme of Amalgamation”).

• b. In terms of Section 232(2)(c) of the Companies Act, 2013, a report adopted by the directors of the merging companies explaining the effect of the compromise on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders is to be appended with the notice of the meeting of shareholders and creditors. Further, the said report must specify any special valuation difficulties, if any, in the valuation.

• c. This report has been made by the Board after considering, inter-alia, the following documents:

• a. The draft Scheme of Amalgamation,

• b. The Audited Financial Statements of the both the Transferor Company and The Transferee Company as on 31 March 2024 and the unaudited provisional financial statement as on 30 September 2024 and

• c. The Auditors Certificate on the accounting treatment contained in the draft Scheme was in conformity with Section 133 of the Companies Act, 2013 were considered by the Board for the purpose of issuing the said report.

2. Rationale for the Merger

This Scheme of amalgamation would result in the following benefits:

• a. The transferor Company is a wholly owned subsidiary of the transferee Company and the amalgamation is therefore within the group Companies.

• b. The amalgamation would facilitate a consolidation of business of the group and aid in simplification of corporate structure.

• c. The proposed amalgamation would be in the best interest of all stakeholders at large and would bring economies of scale and reduce the overheads considerably.

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• d. The above amalgamation will help to improve internal control systems, procedures and can possess effective control and improves in operational efficiency.

• e.

• The amalgamation will eliminate inter- company transactions if any and holdings.

Thus, as a whole the consolidation shall be beneficial to the interest of the Transferor Company and the Transferee Company, their shareholders, their creditors, employees, customers and all stakeholders at large.

3. Effect of the Merger:

Upon the Scheme becoming effective:

• a. The Transferor Company shall without any further act, instrument or deed be and stand merged with, transferred to and vested in or deemed to be transferred to and vested in Transferee Company as a going concern along with all its titles, interest pursuant to the provisions of Section 230-232 and other applicable provisions the Companies Act, 2013 and the Rules framed thereunder pursuant to the orders of the jurisdictional Tribunal sanctioning the Scheme. Thereafter, Transferor Company shall without any further application, act, instrument or deed or conveyance shall stand dissolved without being wound up.

• b. The authorized share capital of the Transferor Company shall stand combined with the Authorized Share Capital of the Transferee Company.

• c. The Scheme of Amalgamation if sanctioned by the Hon'ble National Company Law Tribunal, Chennai Bench will take effect from the Appointed Date.

• d. There is no insolvency petitions initiated or pending against them and there is no other investigation proceedings initiated or pending against the Transferor/Transferee Companies

• e. The Scheme of Amalgamation is not prejudicial to the interests of the concerned stakeholders or public at large. The said Scheme does not exceed the thresholds as prescribed under the Competition Act, 2002 and there is no requirement to obtain approval from the said regulator.

4. Impact on Key Stakeholders:

S.No	Category of the Stakeholder of the Transferor Company	Impact of the Scheme on the Stakeholder
1	Shareholders, promoters and Non- promoter shareholders	The Scheme is expected to have several benefits for the Company as indicated in the Rationale to the Scheme and is expected to be

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		in the best interest of all the shareholders of the Company. As the proposed merger is of wholly owned subsidiaries of the Company, upon the Scheme becoming effective, all the equity shares held by the Transferee Company in the Transferor Companies shall stand cancelled and extinguished, and the Transferor Company will be dissolved without Windingup.
2	Key Managerial Personnel (‘KMP’) and Directors	Once the Scheme is Sanctioned by the Hon’ble NCLT, Chennai Bench, the Transferor Company will be dissolved without Winding up. The Board of Directors will cease to exist. The employees along with KMPs of the Company will become the employees of the Transferee Company.
3	Employees	All staff and employees of Transferor Company in service on such date shall be deemed to have become staff and employees of the Transferee Company without any break or interruption in their service as a result of the transfer for the purpose of any payment on any retrenchment, compensation or other benefits, and on the basis of continuity of service and the terms and conditions of their employment with the Transferee Company shall not be less favorable than those applicable to them with reference to Transferor Company on the Effective Date.
4	Creditors	The Company has NIL secured and unsecured creditors as on the date of this report.
5	Depositors, Debenture holders, Deposit Trustee and Debenture Trustee	The Company has neither accepted any deposits from any person nor issued any debentures.

5. Valuation:

The Transferor Company is a wholly owned subsidiaries of the Transferee Company. Upon the Scheme becoming effective, all the equity shares as held by the Transferee Company in the Transferor Companies either by itself or through its nominees shall stand cancelled and extinguished.

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Therefore, there will be no issue and allotment of shares as consideration by the Transferee Company to the shareholders of the Transferor Companies upon coming into effect of the Scheme. Hence, there is no share exchange ratio contemplated under the Scheme.

The investments in the shares of the Transferor Company, appearing in the books of account of the Transferee Company shall, without any further act or deed, stand cancelled. Consequently, no valuation report is required for the proposed amalgamation.

For Helios Strategic Systems Limited

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Chairman

October 25, 2024 Chennai

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REPORT ADOPTED BY THE BOARD OF DIRECTORS OF INDO-NATIONAL LIMITED (“TRANSFEREE COMPANY”) IN ACCORDANCE WITH SECTION 232(2)(C) OF THE COMPANIES ACT, 2013 READ WITH RULE 6(3)(VI) OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 AT A MEETING HELD ON 25[th] OCTOBER 2024

1. Background:

• a. A meeting of the Board of Directors (“Board”) of Indo-National Limited (“Transferee Company”) was held on October 25, 2024 where the Board considered and approved the proposed Scheme of Amalgamation in respect of the amalgamation of Helios Strategic Systems Limited (“Transferor Company”) with Indo-National Limited and their respective shareholder and creditors (“Scheme of Amalgamation”).

• b. In terms of Section 232(2)(c) of the Companies Act, 2013, a report adopted by the directors of the merging companies explaining the effect of the compromise on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders is to be appended with the notice of the meeting of shareholders and creditors. Further, the said report must specify any special valuation difficulties, if any, in the valuation.

• c. This report has been made by the Board after considering, inter-alia, the following documents:

• a. The draft Scheme of Amalgamation,

• b. The Audited Financial Statements of the both the Transferor Company and The Transferee Company as on 31 March 2024 and the unaudited provisional financial statement as on 30 September 2024 and

• c. The Auditors Certificate on the accounting treatment contained in the draft Scheme was in conformity with Section 133 of the Companies Act, 2013 were considered by the Board for the purpose of issuing the said report.

2. Rationale for the Merger

This Scheme of amalgamation would result in the following benefits:

• a. The transferor Company is a wholly owned subsidiary of the transferee Company and the amalgamation is therefore within the group Companies.

• b. The amalgamation would facilitate a consolidation of business of the group and aid in simplification of corporate structure.

• c. The proposed amalgamation would be in the best interest of all stakeholders at large and would bring economies of scale and reduce the overheads considerably.

• d. The above amalgamation will help to improve internal control systems, procedures and can possess effective control and improves in operational efficiency.

• e. The amalgamation will eliminate inter- company transactions if any and holdings.

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Thus, as a whole the consolidation shall be beneficial to the interest of the Transferor Company and the Transferee Company, their shareholders, their creditors, employees, customers and all stakeholders at large.

3. Effect of the Merger:

Upon the Scheme becoming effective:

• a. The Transferor Company shall without any further act, instrument or deed be and stand merged with, transferred to and vested in or deemed to be transferred to and vested in Transferee Company as a going concern along with all its titles, interest pursuant to the provisions of Section 230-232 and other applicable provisions the Companies Act, 2013 and the Rules framed thereunder pursuant to the orders of the jurisdictional Tribunal sanctioning the Scheme. Thereafter, Transferor Company shall without any further application, act, instrument or deed or conveyance shall stand dissolved without being wound up.

• b. The authorized share capital of the Transferor Company shall stand combined with the Authorized Share Capital of the Transferee Company.

• c. The Scheme of Amalgamation if sanctioned by the Hon'ble National Company Law Tribunal, Chennai Bench will take effect from the Appointed Date.

• d. There is no insolvency petitions initiated or pending against them and there is no other investigation proceedings initiated or pending against the Transferor/Transferee Companies

• e. The Scheme of Amalgamation is not prejudicial to the interests of the concerned stakeholders or public at large. The said Scheme does not exceed the thresholds as prescribed under the Competition Act, 2002 and there is no requirement to obtain approval from the said regulator.

4.

Impact on Key Stakeholders:

S.No	Category of the Stakeholder of the Transferee Company	Impact of the Scheme on the Stakeholder
1	Shareholders, promoters and Non- promoter shareholders	The Scheme is expected to have several benefits for the Company as indicated in the Rationale to the Scheme and is expected to be in the best interest of all the shareholders of the Company. As the proposed merger is of wholly owned subsidiaries of the Company, upon the Scheme becoming effective, all the equity shares held by the Company (directly/indirectly) in the Transferor Companies shall stand cancelled and extinguished; and no consideration shall pass from the Company.

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		There is no other class of shareholders except for equity. There will not be any change in the paid-up share capital of the Company pursuant to the Scheme.
2	Key Managerial Personnel (‘KMP’) and Directors	The KMP and Directors of the company shall continue as KMP and Directors post effectiveness of the Scheme as well. Such KMP and Directors who are shareholders of the Company will continue to remain as shareholders. Please refer to point 1 above for details regarding impact on shareholders.
3	Employees	The Employees of the Company shall continue to act as employees post effectiveness of the Scheme. Such employees who are shareholders of the Company will continue to remain as shareholders. Please refer to point 1 above for details regarding impact on shareholders.
4	Creditors	The Assets of the Company shall be sufficient to discharge its creditors post the scheme coming into effect. Therefore, the Scheme will not have any adverse effect on the Company’s Creditors.
5	Depositors, Debenture holders, Deposit Trustee and Debenture Trustee	The Company has neither accepted any deposits from any person nor issued any debentures.

5. Compliance under SEBI(Listing Obligations and Disclosure Requirements), Regulations, 2015

The Scheme solely provides for amalgamation of the Transferor Company into the Transferee Company. The Transferor Company is the wholly-owned by the Transferee Company together with its nominees.

Pursuant to SEBI Circular No. CIR/CFD/CMD/16/2015 dated November 30, 2015 as amended by SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 and, as amended by SEBI Circular No. CFD/DIL3/CIR/2018/2 dated January 3, 2018 read with SEBI (Listing Obligations

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and Disclosure Requirements) Regulations, 2015, as amended from time to time, there is no requirement to obtain a no-objection letter from the stock exchanges, valuation report from an independent Chartered Accountant, Audit Committee report, fairness opinion by a SEBI registered Merchant Banker, report on complaints, etc.

The Scheme shall be filed with the Stock Exchanges, (i.e., the BSE Limited and the National Stock Exchange of India Limited) for the purpose of disclosure only.

6. Valuation:

The Transferor Company is a wholly owned subsidiaries of the Transferee Company. Upon the Scheme becoming effective, all the equity shares as held by the Transferee Company in the Transferor Companies either by itself or through its nominees shall stand cancelled and extinguished.

Therefore, there will be no issue and allotment of shares as consideration by the Transferee Company to the shareholders of the Transferor Companies upon coming into effect of the Scheme. Hence, there is no share exchange ratio contemplated under the Scheme.

The investments in the shares of the Transferor Company, appearing in the books of account of the Transferee Company shall, without any further act or deed, stand cancelled. Consequently, no valuation report is required for the proposed amalgamation.

For Indo-National Limited

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Chairman

October 25, 2024 Chennai

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