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INVENTURUS KNOWLEDGE SOLUTIONS LIMITED Proxy Solicitation & Information Statement 2026

Apr 28, 2026

60278_rns_2026-04-28_a13f3276-b972-4fc5-a4ec-da870cb3afa2.pdf

Proxy Solicitation & Information Statement

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IKS HEALTH

April 28, 2026

BSE Limited

The Listing Department

Phiroze Jeejeebhoy Towers

25th Floor, Dalal Street

Fort, Mumbai 400 001

Maharashtra, India

BSE Scrip Code: 544309

National Stock Exchange of India Limited

The Listing Department

Exchange Plaza, Plot No. C/1, G Block,

Bandra Kurla Complex

Bandra (East), Mumbai 400051

Maharashtra, India

NSE Symbol: IKS

Dear Sir/Ma’am,

Sub: Submission of Postal Ballot Notice.

Please find attached the Postal Ballot Notice (including instructions of e-voting) being sent to the members today seeking their approval through e-voting (Voting through electronic means) for the following special resolutions:

  1. Approval under Regulations 24(5) and 24(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for pledge / disposal of shares of material subsidiaries and disposal of assets of material subsidiaries.

  2. Approval for providing guarantees and security in connection with facilities to be availed by Inventurus Knowledge Solutions, Inc., a wholly owned subsidiary of the Company.

The calendar of events for the Postal Ballot is as follows:

Sr. No. Event Date
1. Voting rights reckoning date/Cut-off date Thursday, April 23, 2026
2. Completion of dispatch of Postal Ballot Notice Tuesday, April 28, 2026
3. E-voting period Start Date & Time Thursday, April 30, 2026
(9:00 a.m. IST)
4. E-voting period End Date & Time Friday, May 29, 2026
(5:00 p.m. IST)
5. Date of Submission of Scrutinizer’s Report On or before Tuesday, June 02, 2026
6. Date of Announcement of Results of Postal Ballot On or before Tuesday, June 02, 2026

M/s. Inventurus Knowledge Solutions Limited

801, Building No. 5 & 6, 8th Floor, Mindspace Business Park (SEZ), Thane - Belapur Road, Airoli, Navi Mumbai - 400 708, Thane, Maharashtra, India. | Board: +91 22 3071 1100 | Fax: 91 22 6646 6879 | [email protected] | www.ikshealth.com

Registered Address: 801, Building No. 5 & 6, 8th Floor, Mindspace Business Park (SEZ), Thane - Belapur Road, Airoli, Navi Mumbai - 400 708, Thane, Maharashtra, India. CIN: L72200MH2006PLC337651


IKS HEALTH

The Postal Ballot Notice is also being uploaded on the website of the Company at https://ikshealth.com/investor-relations/. We request you to take the same on record.

Thanking You

Yours sincerely,

Inventurus Knowledge Solutions Limited

Sameer S Chavan
Digitally signed by
Sameer S Chavan
Date: 2026.04.28
16:33:13 +05'30'

Sameer Chavan
Company Secretary and Compliance Officer
Membership No. F7211

Encl: As above

M/s. Inventurus Knowledge Solutions Limited
801, Building No. 5 & 6, 8th Floor, Mindspace Business Park (SEZ), Thane - Belapur Road, Airoli, Navi Mumbai - 400 708, Thane, Maharashtra, India. | Board: +91 22 3071 1100 | Fax: 91 22 6646 6879 | [email protected] | www.ikshealth.com

Registered Address: 801, Building No. 5 & 6, 8th Floor, Mindspace Business Park (SEZ), Thane - Belapur Road, Airoli, Navi Mumbai - 400 708, Thane, Maharashtra, India. CIN: L72200MH2006PLC337651


IKS HEALTH
Quality Practice. Quality Care.

IKS
HEALTH
Quality Practice. Quality Care.

Inventurus Knowledge Solutions Limited

CIN: L72200MH2006PLC337651

Registered & Corporate Office: Building No. 5 & 6, Unit No. 801, 8th Floor, Mindspace SEZ,
Thane Belapur Road, Airoli, Navi Mumbai, Thane, Maharashtra – 400 708, India
Telephone no.: +91 22 39643333 Email: [email protected]
Website: www.ikshealth.com

NOTICE OF POSTAL BALLOT

(Pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended)

Dear Member(s),

NOTICE is hereby given that the resolutions set out below are proposed for approval by the Members of Inventurus Knowledge Solutions Limited (the "Company") by means of Postal Ballot, only through remote e-voting process ("remote e-voting"), being provided by the Company to all its Members to cast their votes electronically from Thursday, April 30, 2026 (9:00 a.m. IST) up to Friday, May 29, 2026 (5:00 p.m. IST), pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 (the "Act") read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (the "Rules") and other applicable provisions of the Act read with its Rules, Circulars and Notifications issued by the Ministry of Corporate Affairs, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), Securities and Exchange Board of India ("SEBI") Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023 and its latest amendment being the Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 (collectively, referred to as "SEBI Circulars"), Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time).

In compliance with the circular issued by MCA General Circular No. 14/2020 dated April 08, 2020 and General Circular No. 17/2020 dated April 13, 2020 read with other relevant circulars issued in this regard, the latest being General Circular No. 03/2025 dated September 22, 2025 (collectively, referred to as "MCA Circulars") and SEBI Circulars, this postal ballot notice ("Notice") is being sent by e-mail only to the Members whose e-mail addresses are registered with the Company/Depository Participant ("DP")/Depository/Registrar and Share Transfer Agent of the Company. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the remote e-Voting system. The detailed procedure for remote e-Voting forms part of the 'Notes' section to this Notice.

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IKS HEALTH Quality Practice

An explanatory statement pursuant to Section 102 of the Act and other applicable provisions of the Act, pertaining to the resolutions setting out the material facts and reasons thereof, is appended to this Notice.

Pursuant to Rule 22(5) of the Rules, the Board of Directors of your Company has appointed Mr. Vicky Kundaliya (Membership No. FCS – 7716/ COP No. 10989), Proprietor of V. M. Kundaliya & Associates, Company Secretaries and failing him, M/s Shikha Purohit & Co, (Membership No. FCS - 9180 / COP No. 10237), Practising Company Secretaries, as the Scrutinizer to conduct the Postal Ballot through remote e-Voting process in a fair and transparent manner.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company is providing remote e-Voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of National Securities Depository Limited ("NSDL") for the purpose of providing remote e-Voting facility to its Members. The instructions for remote e-Voting are appended to this Notice. The Notice is also available on the website of the Company at: https://ikshealth.com/investor-relations/. The Notice will also be available on the websites of stock exchanges, BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com, and on the website of NSDL at https://www.evoting.nsdl.com/.

The remote e-Voting period commences from Thursday, April 30, 2026 (9:00 a.m. IST) and ends on Friday, May 29, 2026 (5:00 p.m. IST). Members desiring to exercise their vote through the remote e-Voting process are requested to carefully read the instructions indicated in the 'Notes' section of this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure for casting of votes by remote e-Voting not later than 5:00 p.m. (IST) on Friday, May 29, 2026. The remote e-Voting facility will be disabled by NSDL immediately thereafter.

The Scrutinizer will submit his report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-Voting. The results of the Postal Ballot will be announced not later than 2 working days of the conclusion of the e-Voting. The said results, along with the Scrutinizer's Report, will be intimated to the stock exchanges where the shares of the Company are listed and displayed on the Company's website at https://ikshealth.com/investor-relations/ and on the website of NSDL at https://www.evoting.nsdl.com/, and shall also be displayed at the Registered Office of the Company.

SPECIAL BUSINESS

ITEM NO. 1: APPROVAL UNDER REGULATIONS 24(5) AND 24(6) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 FOR PLEDGE / DISPOSAL OF SHARES OF MATERIAL SUBSIDIARIES AND DISPOSAL OF ASSETS OF MATERIAL SUBSIDIARIES

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IKS IKALEN Quality Positive Quality Care

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

"RESOLVED THAT, pursuant to the provisions of Regulation 24(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and other applicable regulations, if any, and pursuant to the applicable provisions of the Companies Act, 2013 ("Act"), if any, and the rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the provisions of any other applicable laws, the Memorandum and Articles of Association of the Company, and subject to the provisions of the Foreign Exchange Management Act, 1999 read with the Foreign Exchange Management (Overseas Investment) Rules, 2022, the Foreign Exchange Management (Overseas Investment) Regulations, 2022, the Foreign Exchange Management (Overseas Investment) Directions, 2022 and the other rules and regulations made thereunder, (including, in each case, any amendments thereto or re-enactment thereof for the time being in force), consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall be deemed to include any committee which the Board may have constituted or may hereinafter constitute) to create security, including by way of pledge on:

(i) the shares held by the Company in Inventurus Knowledge Solutions, Inc. ("IKS Inc."), a wholly-owned subsidiary and material subsidiary of the Company in terms of Regulation 16(1)(c) of the SEBI Listing Regulations;

(ii) the ownership / membership interest held by Aquity Holdings, Inc. in Aquity Solutions, LLC, a material subsidiary of the Company in terms of Regulation 16(1)(c) of the SEBI Listing Regulations; and

(iii) the shares proposed to be held by IKS Inc. in TruBridge, Inc. ("Target"), which will become a material indirect subsidiary of the Company upon consummation of the acquisition of the Target by IKS Inc. through the merger of IKS Next Horizon, Inc. (a Delaware corporation and wholly-owned subsidiary of IKS Inc.) ("Merger Sub") with and into the Target, pursuant to a plan of merger effected in accordance with Delaware law, on such terms and conditions as are set forth in the agreement and plan of merger, dated April 23, 2026 ("Merger Agreement") and such other ancillary and incidental documents as executed among, inter alios, the Company, IKS Inc., Merger Sub and the Target ("Proposed Acquisition"),

including enforcement or invocation of such security by way of pledge resulting in the transfer, sale or disposal of such shares, in each case, pursuant to the secured borrowings proposed to be availed by IKS Inc. from certain lenders, namely Citibank N.A. and/or its affiliates, Deutsche Bank AG, Singapore Branch and JPMorgan Chase Bank, N.A., Hong Kong Branch, and, in each case, each of their affiliates, transferees, novatees, assignees and any other person who becomes a lender ("Lenders"), in accordance with the terms of the facilities agreement(s) to be executed among, inter alios, IKS Inc. and the Lenders ("Facilities Agreement"), for an aggregate amount of USD 670,000,000 (the "Facilities"), in favour of the Lenders and/or security trustee / agent acting of their behalf and/or their nominees ("Secured Parties"), on such

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IKS IKA

terms and conditions as set out in the relevant financing document (including the timing, manner and extent of pledge), including in circumstances where enforcement of such pledge may result in the Company's shareholding / ownership (either directly or together with its subsidiaries) falling below 50% (fifty percent) or the Company ceasing to exercise control over IKS Inc., Aquity Solutions, LLC and/or the Target pursuant to the terms and conditions set out in any financing document, without requiring further approval of the Members.

RESOLVED FURTHER THAT this approval shall remain valid until the borrowings proposed to be availed by IKS Inc. are fully repaid or otherwise discharged in entirety in accordance with the terms set out in the definitive documents executed in relation to the Facilities.

RESOLVED FURTHER THAT pursuant to the provisions of Regulation 24(6) and other applicable regulations, if any, of the SEBI Listing Regulations, and pursuant to the applicable provisions of the Act, if any, and the rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the provisions of any other applicable laws, and subject to the provisions of the Foreign Exchange Management Act, 1999 read with the Foreign Exchange Management (Overseas Investment) Rules, 2022, the Foreign Exchange Management (Overseas Investment) Regulations, 2022, the Foreign Exchange Management (Overseas Investment) Directions, 2022 and the other rules and regulations made thereunder (including, in each case, any amendments thereto or re-enactment thereof for the time being in force), consent of the Members be and is hereby accorded to the Board, to divest, from time to time, by way of sale, transfer, lease, assignment, hiring off or disposal of more than 20% (twenty percent) of the assets of IKS Inc., Aquity Solutions, LLC and/or the Target during a financial year, in favour of Lenders acting through security agents or trustees through various modes or otherwise, including by way of creation and/or enforcement of pledge, charge, mortgage, hypothecation or any other encumbrance, or through other contractual arrangements, for any purpose in connection with securing the Facilities, as more particularly described in the Explanatory Statement, on such terms and conditions (including the timing, manner and extent of pledge or creation of security) as set out in the definitive documents executed in relation to the Facilities.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things, including, but not limited to, authorising signatories, deciding the timing, manner and extent of carrying out the aforesaid activities, and negotiating, finalising and executing agreement(s), arrangement(s), contract(s) and such other document(s), by whatever name called, and to do all acts, matters and things as may be necessary, and to settle any questions or difficulties that may arise in this regard and incidental thereto, without being required to seek any further consent or approval of the Members, and to delegate all or any of the powers or authorities herein conferred to any director(s) or other officer(s) of the Company or the concerned material subsidiary (as the board of such material subsidiary may determine), or to engage any advisor, consultant, agent or intermediary, as may be deemed necessary and to generally do all such acts, deeds and things as may be required to give effect to the foregoing resolutions.

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IKS IKASTRO Quality Positive Quality Care

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter referred to or contemplated in respect of the aforesaid resolutions be and are hereby approved, ratified and confirmed in all respects."

ITEM NO. 2: APPROVAL FOR PROVIDING GUARANTEES AND SECURITY IN CONNECTION WITH FACILITIES TO BE AVAILED BY INVENTURUS KNOWLEDGE SOLUTIONS, INC., A WHOLLY OWNED SUBSIDIARY OF THE COMPANY

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

"RESOLVED THAT pursuant to the provisions of Section 185 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the provisions of any other applicable laws, the Memorandum and Articles of Association of the Company, and subject to the provisions of the Foreign Exchange Management Act, 1999 read with the Foreign Exchange Management (Overseas Investment) Rules, 2022, the Foreign Exchange Management (Overseas Investment) Regulations, 2022, the Foreign Exchange Management (Overseas Investment) Directions, 2022 and the other rules and regulations made thereunder (including, in each case, any amendments thereto or re-enactment thereof for the time being in force), consent of the Members be and is hereby accorded to the Board for the issuance of guarantee and provision of security in connection with the borrowings of an aggregate amount of USD 670,000,000 (the "Facilities") proposed to be availed by Inventurus Knowledge Solutions, Inc. ("IKS Inc.") from Citibank N.A. and/or its affiliates, Deutsche Bank AG, Singapore Branch and JPMorgan Chase Bank, N.A., Hong Kong Branch and, in each case, each of their affiliates, novatees, transferees, assignees and any other person who becomes a lender ("Lenders") in accordance with the terms of the facilities agreement(s) to be executed among, inter alios, IKS Inc. and the Lenders ("Facilities Agreement") in the following manner: (a) a term loan facility in an amount of USD 610,000,000 ("Facility A"); (b) a term loan facility in an amount of USD 40,000,000 ("Facility B"); and (c) revolving credit facility in an amount of USD 20,000,000 ("Revolving Facility"):

(i) issuance of one or more corporate guarantee(s) by the Company, for an aggregate amount not exceeding a limit of 1.05x of the aggregate amount of the commitments under each Facility (i.e., USD 703,500,000 in favour of the Lenders and/or security trustee / agent acting on their behalf and/or their nominees ("Secured Parties") on behalf of IKS Inc.; While the corporate guarantee by the Company for guaranteeing Facility A is proposed to be issued on or prior to the date of initial utilisation of Facility A, the guarantees for each of Facility B and the Revolving Facility are proposed to be issued on or prior to December 10, 2026;

(ii) issuance of one or more corporate guarantee(s) by Aquity Holdings, Inc. (a wholly owned subsidiary of IKS Inc. and a wholly-owned step-down subsidiary of the Company), Aquity Solutions, LLC (a wholly owned subsidiary of Aquity Holdings, Inc. and a wholly-owned step-down subsidiary of the Company) and the Target (post completion of the Proposed Acquisition), for up to an aggregate amount of USD 670,000,000 (along with the interest and other amounts payable

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IKS IKA

on any Facility by any obligor), in favour of the Secured Parties;

(iii) creation of a pledge over the entire shareholding of the Company in IKS Inc., comprising 1,363,844 equity shares, in favour of the Secured Parties;

(iv) creation of a pledge by IKS Inc. (a material subsidiary of the Company) on all the shares of the Target (post consummation of the Proposed Acquisition), in favour of the Secured Parties;

(v) creation of a pledge over the entire shareholding of IKS Inc. in Aquity Holdings, Inc., comprising 1,000 equity shares, in favour of the Secured Parties;

(vi) creation of a pledge / security over the entire ownership / membership interest of Aquity Holdings, Inc. in Aquity Solutions, LLC, in favour of the Secured Parties;

(vii) creation of security in favour of the Secured Parties over substantially all assets of IKS Inc., Aquity Holdings, Inc., Aquity Solutions, LLC and the Target (post consummation of the Proposed Acquisition), but excluding shares they own in their respective subsidiaries incorporated or organised under the laws of the USA; and

(viii) creation of security in favour of the Secured Parties over intercompany liabilities owing by IKS Inc. to any member of the group (i.e., the Company and its subsidiaries from time to time and, upon consummation of the Proposed Acquisition, the Target and its subsidiaries from time to time),

in each case, for the purpose of securing the repayment of the Facilities proposed to be availed by IKS Inc. and discharge of all obligations of IKS Inc. pursuant to a binding commitment letter to be executed between the Lenders, and IKS Inc., Facilities Agreement(s) entered into by IKS Inc. with the Lenders along with such other documents as may be executed in connection with the Facilities, together with interest, fees, costs, charges and all other monies payable thereunder, under Section 185 of the Act, on such terms and conditions as may be agreed between the parties, provided that such loan is to be utilized by IKS Inc. for its principal business activities only without requiring further approval of the Members, to the extent permitted under applicable law.

RESOLVED THAT pursuant to the provisions of Section 185 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") and the rules framed thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), the provisions of any other applicable laws, the Memorandum and Articles of Association of the Company, and subject to the provisions of the Foreign Exchange Management Act, 1999 read with the Foreign Exchange Management (Overseas Investment) Rules, 2022, the Foreign Exchange Management (Overseas Investment) Regulations, 2022, the Foreign Exchange Management (Overseas Investment) Directions, 2022 and the other rules and regulations made thereunder (including, in each case, any amendments thereto or re-enactment thereof for the time being in force), consent of the Members be and is hereby accorded to the Board for issuance of a letter of comfort in favour of the Lenders / their agent (which will terminate on the date the Company issues

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IKS HEALTH
Quality Practice Quality Care

guarantees for each of Facility B and the Revolving Facility for a limit of 1.05 times of the aggregate amount of the commitments under that Facility), confirming that the Company will continue to exercise effective oversight on IKS Inc.'s governance practices, capital management strategies and investment strategies and will endeavour to see that no lending institution incurs any loss from doing business at the request of IKS Inc. and this policy will be followed with respect to the Facilities extended to IKS Inc.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised to do all acts, deeds and things in its absolute discretion that may be considered necessary, proper and expedient or incidental for the purpose of giving effect to this resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions be and are hereby approved, ratified and confirmed in all respects."

Registered Office:
Building No. 5 & 6, Unit No. 801
8th Floor, Mindspace SEZ
Thane Belapur Road, Airol,
Thane, Navi Mumbai
Maharashtra, India, 400708

For and on behalf of the Board of Directors
Inventurus Knowledge Solutions Limited

Sd/-
Sameer Chavan
Company Secretary and Compliance Officer
Membership No. F7211

Place: Navi Mumbai
Date: April 23, 2026

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IKS HEALTH Quality Practice

NOTES:

  1. The Explanatory Statement pursuant to Sections 102 and 110 of the Companies Act, 2013 (the "Act") read with the applicable Rules made thereunder setting out the material facts relating to the resolutions proposed to be passed is annexed hereto and forms part of this Postal Ballot Notice ("Notice").

  2. In compliance with MCA Circulars, this Notice is being sent only through electronic mode to all the Members, whose names appear in the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited ("NSDL") and Central Depository Services (India) Limited ("CDSL") as on, Thursday, April 23, 2026 ("cut-off date"), and is being sent to all those Members whose e-mail address is registered with the Company or the Depository Participant(s).

  3. Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-Voting process. Members whose names appear on the Register of Members / List of Beneficial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-Voting. A person who becomes a member after the Cut-Off Date should treat this notice for information purpose only.

  4. All the Members of the Company as on the cut-off date (including those Members who may not have received this Notice due to non-registration of their email address with the Company /Depositories) shall be entitled to vote in relation to the resolutions specified in the Notice.

  5. A copy of this Notice shall also be available on the Company's website at https://ikshealth.com/, the websites of the Stock Exchanges, i.e. BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") at www.bseindia.com and www.nseindia.com, respectively, and on the website of NSDL at www.evoting.nsdl.com.

  6. Pursuant to the applicable provisions of the Act and Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company can serve notices and other communication through electronic mode to those Members who have registered their Email IDs either with the Depository Participant(s) or with Company's Registrar and Share Transfer Agent. Members who have not registered their Email IDs so far are requested to register their Email IDs, in respect of electronic holdings with the Depository through their concerned Depository Participants. Members who hold shares in physical form are requested to update their Email IDs by raising request with Company's Registrar and Share Transfer Agent, MUFG Intime India Private Limited on https://web.in.mpms.mufg.com/helpdesk/Service_Request.html.

  7. All material documents referred to in the explanatory statement will be available for inspection without any fees / charges only through electronic mode on all working days from the date of dispatch until the last date for receipt of votes by e-voting i.e., May 29, 2026. Members may send their requests to [email protected] from their registered e-mail address mentioning their names, folio numbers, DP ID and Client ID during the voting period. The voting rights of Members shall be in proportion to their shares in the total paid-up equity share capital of the Company, as on the cut-off date.

  8. Non-resident Indian members are requested to inform about the following immediately to the Company or its Registrar and Share Transfer Agent or the concerned Depository Participant(s), as the case may be:


HKS
HEALTH
Quality Practice, Quality Care

(a) the change in the residential status on return to India for permanent settlement; and
(b) the particulars of the NRE account with a Bank in India, if not furnished earlier.

  1. The dispatch of the Notice and the Explanatory Statement shall be announced through an advertisement in at least 1 (One) English newspaper and at least 1 (One) Marathi newspaper, each with wide circulation in the district where the Registered Office of the Company is situated, and also be published on the Company's website at https://ikshealth.com/investor-relations/.

  2. Resolutions, if approved, by the Members through Postal Ballot shall be deemed to have been passed on the last date of remote e-voting i.e. May 29, 2026.

Voting through Electronic Means

The remote e-Voting period commences on Thursday, April 30, 2026 (9:00 a.m. IST) and ends on Friday, May 29, 2026 (5:00 p.m. IST). The remote e-Voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by a Member, the same will not be allowed to change subsequently.

The way to vote electronically on NSDL e-Voting system consists of two steps which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

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

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method
Individual
Shareholders holding
securities in demat
mode with NSDL. 1. For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.
You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No.,
Verification code and generate OTP. Enter the OTP received on
registered email id/mobile number and click on login. After
successful authentication, you will be redirected to NSDL
Depository site wherein you can see e-Voting page. Click on
company name or e-Voting service provider i.e. NSDL and you will
be redirected to e-Voting website of NSDL for casting your vote
during the remote e-Voting period.
2. Existing IDeAS user can visit the e-Services website of NSDL viz.

IKS HEALTH Quality Practice Quality Care

| | https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “login” which is available under “IDeAS” section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
3. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
4. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under “Shareholder/member” section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.
5. Shareholders/Members can also download NSDL Mobile facility by scanning the QR code mentioned below for seamless voting experience. |
| --- | --- |
| Individual Shareholders holding securities in demat mode with CDSL | 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing User ID and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then use your existing Myeasi |

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IKS HEALTH Quality Practice Quality Care

username & password.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by company. On clicking the e-Voting 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. Additionally, there are also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-voting service provider’s website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from the e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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

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

Login type Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000

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IKS HEALTH Quality Service

Individual Shareholders holding securities in demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800-21-09911

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

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

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

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

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

a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

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HIKS HEALTH Quality Justice

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

c) How retrieve your "initial password"?

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

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

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

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

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

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

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

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

  2. Now, you will have to click on "Login" button.

  3. After you click on "Login" button, home page of e-voting will open.

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

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

  1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is open.

  2. Select "EVEN" of the Company which is 139195 for which you wish to cast your vote during the remote e- Voting period.

  3. Now you are ready for e-Voting as the Voting page opens.

  4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and clock on "submit" and also "confirm" when prompted.

  5. Upon confirmation, the message "Vote cast successfully" will be displayed.

  6. You can also take the printout of the votes cast by you by clicking on the print option on the

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IKS HEALTH Quality Positive Quality Care

confirmation page.

  1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

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

Process for those shareholders whose Email IDs are not registered with the depositories for procuring User ID and password and registration of Email IDs for e-Voting for the resolutions set out in this notice:

  1. In case shares are held in physical mode, please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected]
  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
  3. Alternatively, shareholder/members may send a request to [email protected] for procuring User ID and password for e-Voting by providing above mentioned documents.

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IKS HEALTH
Quality Practice Quality Care

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

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IKS IKA TTE Quality Positive Quality Care

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 AND ADDITIONAL INFORMATION AS REQUIRED UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND CIRCULARS ISSUED THEREUNDER.

ITEM NO. 1 AND 2

Inventurus Knowledge Solutions, Inc. ("IKS Inc."), a company incorporated in Delaware, United States of America, is a wholly-owned subsidiary and a material subsidiary of the Company in terms of Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Company, IKS Inc., and IKS Next Horizon, Inc. (a Delaware corporation and a wholly-owned subsidiary of IKS Inc.) ("Merger Sub") have executed an agreement and plan of merger with TruBridge, Inc. ("Target"), dated April 23, 2026, pursuant to which IKS Inc. proposes to acquire the Target, through the merger of Merger Sub with and into the Target, for consideration equal to USD 26.25 per share of the Target, with an aggregate consideration expected to be approximately up to USD 565,000,000 subject to customary adjustments for net debts and selling expenses, pursuant to a plan of merger effected in accordance with Delaware law ("Proposed Acquisition").

The Target is a company incorporated in Delaware, USA and listed on NASDAQ. It provides electronic medical records (EMR) solutions and revenue cycle management (RCM) services to mid-sized and small hospitals in the USA. The Target has direct and indirect wholly-owned subsidiaries, including Viewgol, LLC, TruBridge Healthcare Private Limited, iNetXperts, Corp. d/b/a Get Real Health, Healthcare Resource Group, Inc., Healthland Holding Inc. and Healthland, Inc.

Upon completion of the Proposed Acquisition, the Target is expected to become a material indirect subsidiary of the Company and subsidiaries of the Target are expected to become indirect subsidiaries of the Company.

The Proposed Acquisition is proposed to be funded through financing proposed to be availed by IKS Inc. from certain lenders, namely Citibank N.A. and/or its affiliates, Deutsche Bank AG, Singapore Branch and JPMorgan Chase Bank, N.A., Hong Kong Branch, including, in each case, each of their affiliates, transferees, novatees, assignees and any other person who becomes a lender ("Lenders") in accordance with the terms of the facilities agreement(s) to be executed among, inter alios, IKS Inc. and the Lenders ("Facilities Agreement"), for an aggregate amount of USD 670,000,000 (the "Facilities"), comprising the following:

(i) a term loan facility in an amount of USD 610,000,000 ("Facility A");
(ii) a term loan facility in an amount of USD 40,000,000 ("Facility B"); and

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IKS IKA TTA Quality Positive Quality Care

(iii) a revolving credit facility in an amount of USD 20,000,000 ("Revolving Facility").

The Facility A and Facility B are proposed to be utilised, directly or indirectly, in or towards:

(i) financing, in full or in part, the cash consideration payable in connection with the Proposed Acquisition;
(ii) payment of transaction costs in connection with the Proposed Acquisition;
(iii) payment of fees, costs and expenses in connection with the financing documents; and
(iv) refinancing certain existing indebtedness of IKS Inc. and the Target.

The Revolving Facility is proposed to be utilized in or towards financing the working capital purposes of the Company group (other than any member of the group incorporated in India).

The Facilities are proposed to be guaranteed and secured, inter alia, by the following guarantees and security interests to be created in favour of the Lenders and/or security trustee / agent acting of their behalf and/or their nominees ("Secured Parties"):

(i) issuance of one or more corporate guarantee(s) by the Company for an aggregate amount not exceeding a limit of 1.05x of the aggregate amount of the commitments under each Facility (i.e., USD 703,500,000). While the corporate guarantee by the Company for guaranteeing Facility A is proposed to be issued at the date of initial utilisation of Facility A, the guarantees for each of Facility B and the Revolving Facility are proposed to be issued on or prior to December 10, 2026;
(ii) issuance of one or more corporate guarantee(s) by Aquity Holdings, Inc. (a wholly owned subsidiary of IKS Inc. and a wholly-owned step-down subsidiary of the Company), Aquity Solutions, LLC (a wholly owned subsidiary of Aquity Holdings, Inc. and a wholly-owned step-down subsidiary of the Company) and the Target (post completion of the Proposed Acquisition), on behalf of IKS Inc., for up to an aggregate principal amount of USD 670,000,000 (along with the interest and other amounts payable on any Facility by any obligor). The Target is required to provide corporate guarantee within 30 days of the date of the initial utilisation of Facility A;
(iii) creation of a pledge over the entire shareholding of the Company in IKS Inc., comprising 1,363,844 equity shares of IKS Inc. ("Borrower Share Pledge"). The Borrower Share Pledge for securing obligations under Facility A is proposed to be created on or prior to the date of the initial utilisation of Facility A, and the Borrower Share Pledge will additionally secure obligations under Facility B and the Revolving Facility once the Company's guarantee is available for Facility B and the Revolving Facility;
(iv) creation of a pledge over the entire shareholding of IKS Inc. (a material subsidiary of the Company) in Aquity Holdings, Inc., comprising 1,000 equity shares ("Aquity Holdings Share Pledge"). The Aquity Holdings Share Pledge for securing the obligations under Facility A is proposed to be created within 2 (two) business days from the date of initial utilisation of Facility A, and the Aquity

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IKS IKA TTA Quality Positive Quality Care

Holdings Share Pledge will additionally secure obligations under Facility B and the Revolving Facility once the Company's guarantee is available for Facility B and the Revolving Facility;

(v) creation of a pledge / security over the entire ownership / membership interest of Aquity Holdings, Inc. in Aquity Solutions, LLC ("Aquity Solutions Share Pledge"). The Aquity Solutions Share Pledge for securing the obligations under Facility A is proposed to be created within 2 (two) business days from the date of initial utilisation of Facility A, and the Aquity Solutions Share Pledge will additionally secure obligations under Facility B and the Revolving Facility once the Company's guarantee is available for Facility B and the Revolving Facility;

(vi) creation of a pledge over the entire shareholding of IKS Inc. in the Target, post consummation of the Proposed Acquisition;

(vii) creation of security interests over substantially all assets of IKS Inc., Aquity Holdings, Inc., Aquity Solutions, LLC and the Target (post consummation of the Proposed Acquisition), but excluding shares they own in their respective subsidiaries incorporated or organised under the laws of the United States of America. The Target is required to create security interest over its assets within 30 days of the date of the initial utilisation of Facility A; and

(viii) creation of security interests over intercompany liabilities owing by IKS Inc. to any member of the group (i.e., the Company and its subsidiaries from time to time and, upon consummation of the Proposed Acquisition, the Target and its subsidiaries from time to time),

each in such form, manner and ranking as may be determined by the Board or any committee of the Board authorized by the Board and IKS Inc, pursuant to the terms and conditions set out in any financing document, without requiring further approval of the Board or the Members, to the extent permitted under applicable law (collectively, the "Security Package"). It is pertinent to note that the Target is required to provide corporate guarantee and security interest over its assets within 30 days of the date of the initial utilisation of Facility A.

The total financial commitment to be made by the Company is expected to remain within the limits prescribed under the Foreign Exchange Management (Overseas Investment) Rules, 2022, the Foreign Exchange Management (Overseas Investment) Regulations, 2022 read with the Foreign Exchange Management (Overseas Investment) Directions, 2022 (collectively, the "OI Guidelines").

Regulation 24(5) of the SEBI Listing Regulations provides that no listed entity shall dispose of shares in its material subsidiary, which would reduce its shareholding (either on its own or together with its subsidiaries) in the material subsidiary to less than or equal to 50% (fifty percent), or cease the exercise of control over the subsidiary, without passing a special resolution to that effect. Further, Regulation 24(6) of the SEBI Listing Regulations provides that the selling, disposing and leasing of assets amounting to more than 20% (twenty percent) of the assets of the material indirect subsidiary on an aggregate basis during a financial year shall require prior approval of shareholders by way of special resolution.

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IKS IKA SCHOOL

Currently, IKS Inc. and Aquity Solutions, LLC are material subsidiaries of the Company in terms of Regulation 16(1)(c) of the SEBI Listing Regulations. Further, the Target is also expected to become a material indirect subsidiary of the Company upon consummation of the Proposed Acquisition. Further, while a pledge is also being created over the shares held by IKS Inc. in Aquity Holdings, Inc. (being a step-down subsidiary of the Company), Aquity Holdings, Inc. is not a material subsidiary of the Company in terms of Regulation 16(1)(c) of the SEBI Listing Regulations.

Creation of a pledge over the shares of IKS Inc., Aquity Solutions, LLC, and the Target (after consummation of the Proposed Acquisition) may, in the event of invocation of the pledge by the Secured Parties, result in the transfer of shares / ownership interest: (i) held by the Company in IKS Inc.; (ii) held by IKS Inc. in Aquity Holdings, Inc., (iii) held by Aquity Holdings, Inc. in Aquity Solutions, LLC; and/or (iv) held by IKS Inc. in the Target, and potential dilution of the Company's controlling interest in IKS Inc., Aquity Holdings, Inc., Aquity Solutions, LLC, and/or the Target. Further, creation of charge on substantially all the assets of IKS Inc., Aquity Holdings, Inc., Aquity Solutions, LLC and the Target may, upon enforcement of such security interest by the Secured Parties, result in disposal in excess of 20% (twenty percent) of the total assets of IKS Inc., Aquity Solutions, LLC and the Target.

Accordingly, approval of the Members of the Company is being sought under Regulations 24(5) and 24(6) of the SEBI Listing Regulations for: (a) creation of pledge on shares of IKS Inc., Aquity Solutions, LLC, and the Target (after consummation of the Proposed Acquisition); and (b) creation of charge on the assets of IKS Inc., Aquity Solutions, LLC, and the Target (after consummation of the Proposed Acquisition) (in each case, on the premise that the Target will become a material indirect subsidiary upon completion of the Proposed Acquisition).

Additionally, approval of the Members is being sought under Section 185 of the Companies Act, 2013 (the "Act") for the provision of guarantee and security in connection with the Facilities. Section 185 of the Act provides that a company may give any guarantee or provide any security in connection with any loan taken by any person in whom any of the directors of the company is interested, as specified in the explanation to Section 185(2) of the Act, subject to passing a special resolution in the general meeting. However, Section 185(3) exempts the requirement of obtaining shareholders' approval where a company provides any guarantee or security in respect of any loan made to its wholly-owned subsidiary company. Since the aforesaid guarantee and security are being provided in connection with the Facilities obtained by IKS Inc., a wholly-owned subsidiary of the Company, prior approval of the Members under Section 185 of the Act is not mandatorily required. Nevertheless, the Company is placing the aforesaid matter before the Members for their approval.

IKS Inc. is a wholly-owned subsidiary of the Company, and the Company therefore has a direct and vested interest in the success of IKS Inc.'s business and operations. Upon completion of the Proposed Acquisition, the Target will become a wholly-owned step-down subsidiary of the Company, and the Company will directly benefit from the expanded asset base, increased consolidated revenues, and enhanced profitability of the enlarged IKS group. The provision of guarantee and security by the Company and its

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IKS IKASTA Quality Practice Quality Care

subsidiaries is therefore aligned with its own commercial interests as the ultimate beneficiary of the Proposed Acquisition. Further, the provision of corporate guarantees and creation of security interests by the ultimate parent company is customary and standard market practice in acquisition financing transactions of this nature and scale. Lenders typically require credit support from the ultimate parent entity to secure their exposure, particularly in cross-border acquisitions involving significant financing amounts. By providing such guarantee and security, the Company enables IKS Inc. to access the Facilities on commercially favourable terms, including competitive interest rates, appropriate tenure, and flexible covenants, which may not be available to IKS Inc. on a standalone basis without parent support. The guarantee and security provided by the Company and its subsidiaries are instrumental in enabling the Proposed Acquisition to proceed, which is expected to be value-accretive to the Company's shareholders by expanding the IKS group's presence in the US healthcare IT and services market, creating cross-selling and revenue synergy opportunities, enabling cost efficiencies through offshore migration of operations, and strengthening the group's technology and data capabilities. The Facilities will be serviced from the cash flows generated by IKS Inc. and the Target post-acquisition, and the Company's exposure under the Security Package is commensurate with its ownership interest in and expected returns from the enlarged group.

In view of the foregoing, the Board believes that the Proposed Acquisition and extending the aforesaid financial assistance for the purpose of the acquisition of the Target would be in the best interest of the Company and its stakeholders.

The Board, at its meeting held on April 23, 2026, considered and approved the Proposed Acquisition and the provision of guarantee and security as stated above for the Facilities in connection with the Proposed Acquisition. The Board recommends the resolutions set out at Item Nos. 1 and 2 of this Notice for approval by the Members by way of special resolutions.

None of the Directors or Key Managerial Personnel of the Company, or their relatives, are in any way concerned or interested, financially or otherwise, in the said resolutions, except to the extent of their respective shareholdings, if any, in the Company.

Registered Office:
Building No. 5 & 6, Unit No. 801
8th Floor, Mindspace SEZ
Thane Belapur Road, Airol,
Thane, Navi Mumbai
Maharashtra, India, 400708

For and on behalf of the Board of Directors
Inventurus Knowledge Solutions Limited

Sd/-
Sameer Chavan
Company Secretary and Compliance Officer
Membership No. F7211

Place: Navi Mumbai
Date: April 23, 2026

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