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Kriti Industries (India) Ltd. — Proxy Solicitation & Information Statement 2026
Feb 26, 2026
61445_rns_2026-02-26_e8899c7e-4918-439d-a35e-9bdc71c07ca4.pdf
Proxy Solicitation & Information Statement
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BRILLIANT SAPPHIRE, 801-804, 8th FLOOR, PLOTNO. 10, SCHEME 78-II, VIJAY NAGAR, INDORE - 452 010 (M.P.) INDIA. PHONE No.: (+91-731) 2719100. REGD. OFF.: "MEHTA CHAMBERS", 34, SIYAGANJ, INDORE - 452007 Phone: (+91-731) 2540963 E-mail: [email protected] Website: http://www.kritiindia.com
CIN : L25206MP1990PLC005732
KIIL/SE/2025-26 26" February, 2026
Online filing at: www.listing.bseindia.c https:/neaps.nseindia.com/NEWLISTINGCORP/login.jsp
To, To, National Stock Exchange of India Limited BSE Limited Exchange Plaza, C-1, Block G Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Bandra (E) Dalal Street Mumbai — 400051 Mumbai 400001
Symbol — KRITI BSE Scrip ID: KRITIIND Scrip Code — 526423
Subject: Intimation and Submission of Notice of 1/2025-26 Extra Ordinary General Meeting of the Company to be held on 20" March, 2026 as required under Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.
Dear Sir/Ma'am,
We are pleased to submit a copy of the Notice of the 1/2025-26 Extra Ordinary General Meeting of the Company to be held on Friday, the 20" March, 2026 at 10:30 A.M. through Video Conferencing (VC') or Other Audio Video Means ('OAVM') for which purposes the Corporate Office of the Company situated at 8™ Floor, Brilliant Sapphire Plot No.10, PSP, IDA, Scheme No.78, Part II, Indore (M.P.)-452010 shall be deemed as the venue for the Meeting and the proceedings of the AGM shall be deemed to be made thereat.
We are also in process of filing the aforesaid Notice of 1/2025-26 Extra Ordinary Meeting in XBRL format within the stipulated time and same shall also be hosted at the website of the company.
You are requested to please take on record the above said document for your reference and further needful.
Thanking You,
Yours Faithfully, For, KRITI INDUSTRIES (INDIA) LIMITED
Aditi Randhar Digitally signed by Aditi Randhar Date: 2026.02.26 17:29:27 +05'30'
ADITI RANDHAR COMPANY SECRETARY & COMPLIANCE OFFICER Encl.: Notice of 1/2025-26 Extra Ordinary General Meeting

BRILLIANT SAPPHIRE, 801-804, 8th FLOOR, PLOT NO. 10, SCHEME 78-11, VIJAY NAGAR, INDORE - 452 010 (M.P) INDIA. PHONE No': (+91-731) 2719100, REGD. OFF.; "MEHTA CHAMBERS", 34, SIYAGANJ, INDORE - 452007 Phone: (+91-731) 2540963 E-mail: [email protected] Website: hitp://www.kritiindia.com CIN : L25206MP1990PLC00ST32
NOTICE
NOTICE is hereby given that the 1/2025-26 Extraordinary General Meeting of the Members of Kriti Industries (India) Limited ("KIIL") will be held on Friday the 20" March, 2026 at 10:30 A.M. through Video Conferencing ("VC*) or Other Audio Video Means ("OAVM?) for which purposes the Corporate Office of the company situated at Brilliant Sapphire, 801-804, 8" Floor, Plot No.10, Scheme No.78, Part II, Indore (M.P.) 452010 shall be deemed as the venue for the Meeting and the proceedings of the 1/2025-26 EGM shall be deemed to be made thereat, to transact the following businesses:
SPECIAL BUSINESSES:
Item No.1: Alteration in the Clause III(A) of Memorandum of Association("MOA") of the Company and to adopt the altered Memorandum of Association of the company:
To consider and, if thought fit, to convey assent or dissent to the following resolution as a Special Resolution:
"RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of Companies Act, 2013, (including any statutory modifications or re-enactment thereof, for the time being in force), and the rules framed thereunder and further subject to any other laws and regulations, as may be applicable and the enabling provisions of Memorandum and Articles of Association of the Company, the approval of members of the Company be and is hereby accorded to alter the Clause II(B) of the Memorandum of Association of the Company relating to its Objects by inserting the following new clause 31A after existing clause 31 of Clause III(B) of Memorandum of Association related to the Incidental or Ancillary to the attainment of the Main Objects:
314, To carry on business of generating, producing, refining, improving, buying, selling, acquiring, using, transmitting, accumulating, and to act as producer, agent, broker, consultant, collaborator, or otherwise to deal in undertake, assist, encourage, promote, developmental, scientific, technical, engineering, research activities associated with the generation, transmission and distribution of power which is derived conventional/non-conventional methods including hydel, thermal turbine, thermo electric generator, thermionic convertor, hydrogen, Magneto hydro dynamic, fuel cell technology, solar energy, rooftop solar, ground mounted solar, wind enerey, fidal energy, energy from bio mass or from products/ by products of refining operations like petroleum coke, vacuum residue pitch, LNG and other petroleum products and by-products and deal in all apparatus and things required for or capable of being used in connection with generation, transmission, distribution, energy conservation, development of means, modes and methods for conservation and efficient utilization of energy, measuring the output and improving the efficiency thereof, supply or otherwise trade in, accumulation and employment of electricity, all power that may directly or indirectly be derived there from and for that purpose acquire, establish, contract. lay-down. promote, erect, build, install, commission, carry out and run all necessary power sub-station, workshops, repair shops or any other facility or property required for the purpose of carrying on such business for captive consumption/ commercial uses.
RESOLVED FURTHER THAT consent of the members be and is hereby accorded to adopt the altered copy of the Memorandum of Association pursuant to changes made in the above stated resolution for alteration in Clause III(B) of the Memorandum of Association by way of insertion of new Clause 31A after the existing Clause 31 and the Board of directors of the Company be and is hereby authorized to take all necessary steps, including enter into the agreements, memorandum of understanding, negotiate the terms and conditions and filing of necessary forms and documents with the Registrar of Companies and any other appropriate authority as may be required from time to time, and to do all such acts, deeds, and things as may be deemed necessary or expedient to give effect to the above resolution."

BRILLIANT SAPPHIRE, 801-804, 8th FLOOR, PLOT NO. 10, SCHEME 78-11, VIJAY NAGAR, INDORE - 452 010 (M.P) INDIA. PHONE No': (+91-731) 2719100, REGD. OFF.; "MEHTA CHAMBERS", 34, SIYAGANJ, INDORE - 452007 Phone: (+91-731) 2540963 E-mail: [email protected] Website: http://www kritiindia com CIN : L25206MP1990PLC00ST32
Item No.2: To confirm and approve the Alteration in the Articles of Association ("AOA") of the Company and to adopt the altered copy of the AoA: To consider and, if thought fit, to convey assent or dissent to the following resolution as a Special Resolution:
RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of Companies Act, 2013 ("the Act") (including any statutory modifications or re-enactment thereof, for the time being in force), and the rules framed thereunder or by any regulatory or other competent authorities and subject to all other applicable laws and regulations, as well as the enabling provisions of the Memorandum and Articles of Association of the Company , the approval of members of the Company be and is hereby accorded, to alter the existing Articles of Association of the Company by inserting following Article as new Article 92 after the existing Article 91 in the existing Article of Association of the Company:
OTHERS
- The Board of Directors is authorized to set up, purchase or otherwise acquire, manage electricity generation plants and facilities and to generate, accumulate, distribute, supply, sell or otherwise deal with electricity of all kinds including hydel, thermal, uclear; gaseous, solar; wind and other non-conventional sources or otherwise, whether for captive consumption or selling to external parties or otherwise as they deem fit and proper in this context.
RESOLVED FURTHER THAT consent of the members be and is hereby accorded to adopt the altered copy of the Articles of Association pursuant to changes made in the above stated resolutions and the Board of Directors of the Company be and is hereby authorized to take all necessary steps, including entering into agreements, memorandum of understanding, negotiating the terms and conditions, and filing the requisite forms and documents with the Registrar of Companies and any other appropriate authorities as may be required from time to time, and to do all such acts, deeds and things as may be deemed necessary, proper or expedient to give effect to this resolution."
Date: 8t November, 2025 By order of the Board Place: Indore
Kriti Industries (India) Limited Aditi Randhar CIN: L25206MP1990PLC005732 Company Secretary Registered Office: ACS 72025 Mehta Chambers, 34 Siyaganj, Indore-452007
Sd/-
NOTES:
-
- The Ministry of Corporate Affairs ("MCA") has vide its General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being 03/2025 dated September 22, 2025 in relation to "Clarification on holding of Extraordinary General Meeting ("EGM") through Video Conferencing (VC) or Other Audio Visual Means (OAVM)", (collectively referred to as "MCA Circulars") permitted the holding of the EGM through VC/OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of Companies Act, 2013 ("the Act"), Securities and Exchange Board of India (LODR) Regulations, 2015, ("SEBI Listing Regulations") and Secretarial Standard-2 on General Meetings ("SS-2") issued by The Institute of Company Secretaries of India and MCA Circulars, the 01/2025-26 EGM of the Company is being held through VC/OAVM on Friday, March 20, 2026, at 10:30 a.m. (IST). The proceedings of the EGM are deemed to be conducted at the Corporate Office of the Company situated at 8% Floor, Brilliant Sapphire Plot No.10, PSP, IDA, Scheme No.78, Part IT, Indore (M.P.) 452010. Pursuant to the MCA Circulars issued by the MCA, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, the Body Corporates are entitled to appoint
- ©

BRILLIANT SAPPHIRE, 801-804, §th FLOOR, PLOT NO. 10, INDORE - 452 010 (M.P) INDIA. PHONE No': (+91-731) 2719100, REGD. OFF.: "MEHTA CHAMBERS", 34, SIYAGANJ, INDORE - 452007 Phone: (+91-731) 2540963 E-mail: [email protected] Website: http://www kritiindia com EME 78-11, VIIAY NAGAR, CIN : L25206MP1990PLC00ST32
authorised representatives to attend the EGM through VC/OAVM and participate thereat and cast their
- votes through e-voting. Pursuant to the provisions of the Act, the institutional/corporate shareholders (i.c., shareholders other than individuals HUF, NRI, etc.) need to provide legible scanned copies of the certified true copy of the resolution passed by the Board of directors or the power of attomey or authority letter ctc. issued by the governing body of such institutional shareholder, as applicable, authorising such representative to attend the Meeting through VC/OAVM on its behalf and vote at the Meeting. The document evidencing authorisation to attend the Meeting, shall be sent to the Company at [email protected] at least 48 hours prior to the Meeting. A copy of the above ecmail should also be marked to the CDSL at helpdesk.evoting@cd: om. 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 for 1000 members on first come first served basis. However, this number does not include the large Shareholders holding 2% or more share
- capital, Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Comumittee, Auditors, Secretarial Auditors, Scrutinizers, etc. who are allowed to attend the EGM without restriction on account of first come first served basis. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of
- reckoning the quorum under section 103 of the Companies Act, 2013.
- In case of voting by joint holders, voting by such joint holder who is higher in the order of the names as per the Register of Members of the Company, as of the cut-off date, will be counted for the purpose of this Meeting.
- 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 (LODR) Regulations, 2015 (as amended), and the MCA Circulars issued by the MCA 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 made an arrangement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, and independent agency for providing necessary platform for Video Conference/OAVM and necessary technical support as may be required. Therefore, the facility of casting votes by a member using remote e-voting system as well as c-voting on the day of the EGM will be provided by CDSL. In accordance with the aforessid MCA Circulars and Master Circular No.
- SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11® November, 2024 issued by Securities Exchange Board of India, the Notice calling the EGM alongwith the Explanatory Statement is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories and has also been uploaded on the website of the Company. The Notice can also be accessed from the websites of the Stock Exchanges i.c. BSE Ltd. at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com, and the 01/2025-26 EGM Notice is also available on the website of CDSL (agency for providing the Remote e-Voting facility and providing necessary platform for Video Conference/OAVM) ie. www.evotingindia.com. However, if any specific request received from the members for demanding of the physical copy of the Notice of EGM will be provided by the company. This EGM has been convened through VC/OAVM in compliance with applicable provisions of the
- Companies Act, 2013 read with MCA Circulars issued by MCA from time to time.
- 10.
- 1L The recorded transcript of the forthcoming 01/2025-26 EGM shall also be made available on the website of the Company - hitps://kritiindustries.com/ as soon as possible after the Meeting is over. Members joining the meeting through VC, who have not already cast their vote by means of remote e- voting, shall be able to exercise their right to vote through e-voting at the EGM. The Members who have cast their vote by remote e-voting prior to the EGM may also join the EGM through VC but shall not be entitled to cast their vote again.
- . The Explanatory Statement pursuant to section 102 of the Companies Act, 2013, which sets out details
-
- relating to special business at the meeting is annexed and forms part of the Notice. The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the Company as on the cut-off date 13™ March, 2026, (Friday).

BRILLIANT SAPPHIRE, 801-804, §th FLOOR, PLOT NO. 10, INDORE - 452 010 (M.P) INDIA. PHONE No': (+91-731) 2719100, REGD. OFF.: "MEHTA CHAMBERS", 34, SIYAGANJ, INDORE - 452007 Phone: (+91-731) 2540963 E-mail: [email protected] Website: http://www kritiindia com SCHEME 78-I1, VIIAY NAGAR, CIN : L25206MP1990PLC00ST32
-
- CS Ishan Jain, Practicing Company Secretary and Proprietor of M/s. Ishan Jain & Co., Company Secretaries, Indore (F.R-N0:52021MP802300; M.No. FCS 9978 & C.P. No. 13032) has been appointed as the Scrutinizer for providing facility to the members of the Company to scrutinize the e-voting at the 1/2025-26 EGM and remote e-voting process in a fair and transparent manner. . Members desirous of obtaining any information concerning Agenda Items are requested to address their questions in writing to the Company at least 7 (Seven) days before the date of the Mesting at its email ID [email protected] so that the information required may be made available at the Meeting.
-
- The Members are requested to:
-
- a) Intimate changes, if any, in their registered addresses immediately. b) Quote their ledger folio number in all their correspondence. ¢) Send their Email address to us for prompt communication and update the same with their D.P. to receive soft copy of the Notice of EGM of the Company Members are requested to notify immediately any change in their address and also intimate their active E- Mail ID to their respective Depository Participants (DPs) in case the shares are held in demat form and in respect of shares held in physical form to the Registrar and Share Transfer Agent Ankit Consultancy Pvt. Ltd, Plot No. 60, Electronic Complex, Pardeshipura, Indore (M.P.) having email Id
- 18.
- 19.
- [email protected], and [email protected] to receive the soft copy of all communication and notice of the meetings etc., of the Company. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their Demat account(s) dormant for long. Periodic statements of holdings should be obtained from the concerned DPs and holdings should be verified from time to time. To support the 'Green Initiative', Members who have not yet registered their E-mail addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the RTA/ Company in case the shares are held by them in physical form. . As per SEBI Circular dated 20% April, 2018 such shareholders holding shares of the company in the physical form are required to provide details of the Income Tax Permanent Account No. and Bank Account Details to the Share Transfer Agent of the Company, Ankit Consultancy Pvt. Ltd., Plot No. 60, Electronic Complex, Pardeshipura, Indore (MP.) having email Id [email protected] and compliance@ankito: om. . SEBI has mandated submission of PAN by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN details to their depository participants. Members holding shares in physical form are requested to submit their PAN details to the
- company's RTA.
-
- . Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number ('PAN'), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.. « For shares held in electronic form: to their Depository Participant only and not to the Company's RTA. Changes intimated to the Depository Participant will then be automatically reflected in the Company's records which will help the Company and its RTA provide efficient and better service to the Members. « For shares held in physical form: to the Company's RTA in prescribed Form ISR -1 and other forms pursuant to SEBI master circular no. SEBVHO/MIRSD/POD-1/P/CIR/2023/70 dated Mayl7, 2023 as per instructions mentioned in the form. The said form can be downloaded from the Members® Reference available on the Company's website https:/kritiindustries.com/under Standard documents for Investors and is also available on the website of the RTA.
- . Members may please note that SEBI, vide its master circular no. SEBVHO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023, by rescinding earlier circulars, has mandated the listed companies to issue securities in dematerialized form only while processing service requests, viz., Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub- division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR-4. The said form can be downloaded from the Standard documents for Investors available on the Company's website https:/kritiindustries.convinvestor-desk/standard-documents-for-investor/and is

BRILLIANT SAPPHIRE, 801-804, §th FLOOR, PLOT NO. 10, INDORE - 452 010 (M.P) INDIA. PHONE No': (+91-731) 2719100, REGD. OFF.: "MEHTA CHAMBERS", 34, SIYAGANJ, INDORE - 452007 Phone: (+91-731) 2540963 E-mail: [email protected] Website: hitp://www.kritiindia.com SCHEME 78-I1, VIIAY NAGAR, CIN : L25206MP1990PLC00ST32
-
also available on the website of the RTA i.e. https://www ankitonline.com/documents.aspx. It may be noted that any service request can be processed only after the folio is KYC Compliant. . Members holding shares in physical form are required to submit PAN, nomination, contact details, bank account details and specimen signature in specified forms. Members may access https://kritiindustries.com/investor-desk/standard-documents-for-investor/or hitps://www.ankitonline.com/documents.aspx for Form ISR-1 to register PAN/email id/bank details/other KYC details, Form ISR-2 to update signature and Form ISR-3 for declaration to opt out. Members may
-
make service requests by submitting a duly filled and signed Form ISR-4 & ISR-5, the format of which is available on the Company's website and on the website of the Company's Registrar and Transfer Agent. In case a holder of physical securities whose folio do not have PAN, nomination, contact details, bank account details and specimen signature updated shall be eligible to lodge grievance or avail any service request from the RTA only after fumnishing PAN, KYC details and Nomination and for any payment including dividend, interest or redemption payment in respect of such folios, only through electronic mode with effect from April 01, 202 In compliance with SEBI guidelines, the Company sent communications intimating about the submission of above details to all the Members holding shares in physical form to the RTA/Company. . As per the provisions of Section 72 of the Act, the facility for making a nomination is available for the Members in respect of the shares held by them. Members who have not et registered their nominations are requested to register the same by submitting Form No. SH-13. If a Member desires to cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form No. SH-14. Members who are either not desiring to register for nomination or want to opt-out, are requested to fill out and submit Form No. ISR-3. The said forms can be downloaded from the RTA's website. Members are requested to submit the said form to their DP in case the shares are held in electronic form and to the RTA in case the share are held in physical form, quoting their folio no.
-
. Dispute Resolution ~Mechanism at Stock Exchanges- SEBI, vide its Circular No. SEBIVHO/MIRSD/MIRSD_RTAMB/P/CIR/2022/76 dated May 30, 2022, provided an option for arbitration as a Dispute Resolution Mechanism for investors. As per this circular, investors can opt for arbitration with Stock Exchanges in case of any dispute against the Company or its Registrar and Transfer Agent on delay or default in processing any investor services related request. In compliance with SEBI guidelines, the Company had sent communication intimating about the said Dispute Resolution Mechanism to all the Members holding shares in physical form.
-
. SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated July 31, 2023, and SEBIVHO/OIAE/OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023, read with Master Circular No. SEBIHO/ OIAE/OIAE_IAD-1/P/CIR/2023/145 dated July 31, 2023 (updated as on August 11, 2023), has established a common Online Dispute Resolution Portal ("ODR Portal") for resolution of disputes arising in the Indian Securities Market. Pursuant to above-mentioned circulars, post exhausting he option to resolve their grievances with the RTA/Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr.in/login) and the same can also be accessed through the Company's website https://kritiindustries.com/investor-desk/standard-documents-for- investor/
- . SEBI vide its notification dated January 24, 2022 has amended Regulation 40 of the SEBI Listing Regulations and has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form. Members can contact the Company or RTA, for assistance in this regard.
30. Voting through electronic means
Members are requested to carefully read the below mentioned instructions for remote e-voting before casting their vote. 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 17% March, 2026 (Tuesday) and ends on 19% March, 2026, (Thursday). During this period shareholders' of the Company, holding shares cither in physical form or in

BRILLIANT SAPPHIRE, 801-804, §th FLOOR, PLOT NO. 10, INDORE - 452 010 (M.P) INDIA. PHONE No': (+91-731) 2719100, REGD. OFF.: "MEHTA CHAMBERS", 34, SIYAGANJ, INDORE - 452007 Phone: (+91-731) 2540963 E-mail: [email protected] Website: http://www kritiindia com SCHEME 78-I1, VIIAY NAGAR, CIN : L25206MP1990PLC00ST32
- iii.
dematerialized form, as on the cut-off date 13" March, 2026 (Friday) may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue. Pursuant to Master Circular No. SEB/HO/CFD/PoD2/CIR/P/0155 dated 11" November, 2024, under Regulation 44 of Securities and Exchange Board of India (LODR) 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. In terms of Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11" November, 2024, e- Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility. Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL i s given belo
| Type of |
Login Method |
|---|---|
| shareholders | |
| Tndividual Shareholders holding securities in Demat mode CDSL with Depository |
Users who have opted for CDSL Easi / Easiest facility, can login through I. their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. After successful login the Easi / Easiest user will be able to see the e-Voting 2. option for cligible 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 sce 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 system e-Voting Providers access Service the of ie. all CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e- Voting service providers' website directly. Easi/Easiest, option registered user not register If the for to 3. is is availableathttps://web.cdslindia.con/myeasi/Registration/EasiRegistration e-Voting page by providing Alternatively, the user can directly access |
| 4. Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.comhome page click on or https://evoting.cdslindia.com/Evoting/EvotingLogin.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. |
| Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for | |||||||
|---|---|---|---|---|---|---|---|
| Individual shareholders holding securities in Demat mode CDSL/NSDL i s given below: [ |

BRILLIANT SAPPHIRE, 801-804, §th FLOOR, PLOT NO. 10, INDORE - 452 010 (M.P) INDIA. PHONE No': (+91-731) 2719100, REGD. OFF.: "MEHTA CHAMBERS", 34, SIYAGANJ, INDORE - 452007 Phone: (+91-731) 2540963 E-mail: [email protected] Website: http://www kritiindia com SCHEME 78-I1, VIIAY NAGAR, CIN : L25206MP1990PLC00ST32
| If you are already registered for NSDL IDeAS facility, please visit the e- 1. |
|
|---|---|
| Individual | Services website of NSDL. Open web browser by typing the following |
| Shareholders | URL: https:/eservices.nsdl.com either on a Personal Computer or on a |
| holding | Once the home page of e-Services is launched, mobile. click on the |
| securities in |
"Beneficial Owner" icon under "Login" which is available under 'IDeAS' |
| demat mode |
section. A new screen will open. You will have to enter your User ID and |
| NSDL with |
Password. After successful authentication, you will be able to see e-Voting |
| Depository | 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. | |
| If the user is not registered for IDeAS e-Services, option to register is © |
|
| available at bitps:/eservices.nsdl.com. Select "Register Online for IDeAS | |
| at https:/eservices.nsdl.com/SecureWeb/IdeasDirectReg "Portal or click |
|
| dsp | |
| Visit the e-Voting website of NSDL. Open web browser by typing the 3. |
|
| URL: https:/www.evoting.nsdl.cony/ following Personal on either a |
|
| Computer or on a mobile. Once the home page of e-Voting system is |
|
| "Login" which launched, under icon available click on the is |
|
| "Shareholder/Member" section. A new screen will open. You will have to | |
| enter your User ID (i.c. 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. For OTP based login you can click on hitps://eservices.nsdl.cony/Secure |
|
| 4. Web/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- | |
| service provider name Voting 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. | |
| Tndividual | You can also login using the login credentials of your demat account through |
| Shareholders | your Depository Participant registered with NSDL/CDSL for e-Voting facility. |
| (holding | After Successful login, you will be able to see e-Voting option. Once you click |
| securities | in on e-Voting option, you will be redirected to NSDL/CDSL Depository site after |
| demat | mode) successful wherein authentication, e-Voting you Click can feature. on see |
| login | through company name or e-Voting service provider name and you will be redirected to |
| their | e-Voting service provider website for casting your vote during the remote e- |
| Depository | Voting period or joining virtual meeting & voting during the meeting. |
| Participants | |
| ®P) |
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

BRILLIANT SAPPHIRE, 801-804, §th FLOOR, PLOT NO. 10, INDORE - 452 010 (M.P) INDIA. PHONE No': (+91-731) 2719100, REGD. OFF.: "MEHTA CHAMBERS", 34, SIYAGANJ, INDORE - 452007 Phone: (+91-731) 2540963 E-mail: [email protected] Website: hitp://www.kritiindia.com EME 78-11, VIIAY NAGAR, CIN : L25206MP1990PLC00ST32
| Login type | Helpdesk details |
|---|---|
| Individual Shareholders holding securities |
in Members facing any technical issue in login can |
| Demat mode with CDSL | CDSL helpdesk sending contact request by at a |
| [email protected] contact at toll or |
|
| free no. 1800 21 09911 | |
| Individual Shareholders holding securities |
in Members facing any technical issue in login can |
| Demat mode with NSDL | contact NSDL helpdesk by sending a request at |
| [email protected] or call at toll free no.: 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. 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. 5.1f 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. 6.1f you are a first-time user follow the steps given below:
| For Physical shareholders shareholders holding and other than individual |
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|---|---|---|---|---|---|---|---|
| shares in Demat. | |||||||
| PAN | *PAN Income Department alpha-numeric Enter Tax your 10-digit issued by |
||||||
| (Applicable for both demat shareholders as well as physical shareholders) | |||||||
| PAN who Shareholders updated have with not their the o |
|||||||
| Company/Depository Participant are requested to use the sequence number | |||||||
| sent by Company/RTA or contact Company/RTA. | |||||||
| Dividend | Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as | ||||||
| Bank Details recorded in your demat account o in the company records in order to login. | |||||||
| OR Date of | If both the details are not recorded with the depository or company, please e |
||||||
| Birth (DOB) | enter the member id / folio number in the Dividend Bank details ficld. | ||||||
| 'After entering these details appropriately, click on "SUBMIT" tab. | |||||||
| Shareholders holding shares in physical form will then directly reach the Company selection screen. | |||||||
| However, sharcholders 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. | |||||||
| For sharcholders holding shares in physical form, the details can be used only for e-voting on the | |||||||
| resolutions contained in this Notice. |
- vi.
- viii.
- Click on the EVSN for the relevant Kriti Industries (India) Limited on which you choose to vote.
- 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.
- Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
- 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. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

BRILLIANT SAPPHIRE, 801-804, §th FLOOR, PLOT NO. 10, INDORE - 452 010 (M.P) INDIA. PHONE No': (+91-731) 2719100, REGD. OFF.: "MEHTA CHAMBERS", 34, SIYAGANJ, INDORE - 452007 Phone: (+91-731) 2540963 E-mail: [email protected] Website: http://www kritiindia com EME 78-11, VIIAY NAGAR, CIN : L25206MP1990PLC00ST32
- Xiv.
- You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page. 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. There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
-
Additional Facility for Non Individual Shareholders and Custodians —For Remote Voting only.
-
a. 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. b. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected]. c. 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. d. The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
-
e.Tt 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. f. Alternatively Non Individual sharcholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address vizies |@kritiindia.com, 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
- L The procedure for attending meeting & e-Voting on the day of the 1/2025-26 EGM is same as the
-
©
-
instructions mentioned above for e-voting. 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. 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. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience. Further sharcholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting. 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 Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches. Shareholders who would like to express their views/ask questions during the meeting may register
-
themselves as a speaker by sending their request in advance atleast 7 (Seven) days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. The shareholders who do not wish to speak during the EGM but have queries may send their queries in advance? (Seven) days prior to meeting mentioning their name, demat account
-
- number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email. Those sharcholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting. However, the company reserves the right to restrict the number of questions and number of speakers, depending on the availability of time for the EGM. 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 cligible to vote through e-Voting system available during the EGM. If any Votes are cast by the shareholders through the e-voting available during the EGM and if the same sharcholders 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.


BRILLIANT SAPPHIRE, 801-804, §th FLOOR, PLOT NO. 10, INDORE - 452 010 (M.P) INDIA. PHONE No': (+91-731) 2719100, REGD. OFF.: "MEHTA CHAMBERS", 34, SIYAGANJ, INDORE - 452007 Phone: (+91-731) 2540963 E-mail: [email protected] Website: hitp://www.kritiindia.com CIN : L25206MP1990PLC00ST32 EME 78-11, VIIAY NAGAR,
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED 'WITH THE COMPANY/DEPOSITORIES.
-
- 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 [email protected]/ [email protected] and compliance@ankitonline. com. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP) 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 [email protected] or contact at toll free no. 1800 22 5533 All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, St. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25%Floor, Marathon Futurex, Mafatlal Mill Compounds, N' M Joshi Marg, Lower Parel (East), Mumbai 400013 or send an email to helpdesk [email protected] or call toll free no. 1800 22 55 33. Members can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication(s). Any person, who acquires shares of the Company and become member of the Company after mailing of the notice and holding shares as on the cut-off date ie. 13" March, 2026 (Friday), may obtain the login ID and password by sending a request at [email protected] 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. 13% March, 2026 (Friday), only shall be entitled to avail the facility of remote e-voting as well as e- voting at the EGM. The Chairman shall, at the EGM at the end of discussion on the resolutions on which voting is to be held, allow e-voting to all those members who are present/logged in at the EGM but have not cast their votes by availing the remote e-voting facility. The Results of the voting on the resolutions along with the report of the Scrutinizer shall be declared and placed on the website of the Company htps:/kritiindustries.con/ and on the website of CDSL immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the BSE Ltd. and National Stock Exchange of India Limited. For any other queries relating to the shares of the Company, you may contact the Share Transfer Agents at the following address: MJs. Ankit Consultancy Pvt. Ltd. 60, Electronic Complex, Pardeshipura, Indore (M.P.) 452010 Tel: 0731-4281333,4065797/99E-mail: [email protected] As the 01/2025-26 EGM is being held through VC, the route map is not annexed to this Notice.

BRILLIANT SAPPHIRE, 801-804, §th FLOOR, PLOT NO. 10, INDORE - 452 010 (M.P) INDIA. PHONE No': (+91-731) 2719100, REGD. OFF.: "MEHTA CHAMBERS", 34, SIYAGANJ, INDORE - 452007 Phone: (+91-731) 2540963 E-mail: [email protected] Website: http://www kritiindia com SCHEME 78-I1, VIIAY NAGAR, CIN : L25206MP1990PLC00ST32
ANNEXURE TO NOTICE EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
Item No. 1:
The Board of directors of the Company, at their meeting held on 8 November, 2025, considered and approved the proposal to alter Clause II(B) of the Memorandum of Association of the Company, related to objects Incidental or Ancillary to the attainment of the main objects, by inserting a new clause 31A after the existing clause 31, as set out in the Notice.
The proposed insertion aims to enable the Company to undertake activities related to the generation and utilization of solar energy, primarily for captive consumption or otherwise. This initiative aligns with the Company's sustainability objectives and long-term strategy to reduce dependence on conventional energy sources, lower operational costs, and promote the use of renewable energy and save the charges for electricity and power.
The amendment would specifically empower the Company to install and operate the existing solar energy systems, fulfil eligibility criteria to avail benefits under various government schemes (such as captive solar power generation), enter into necessary agreements, and comply with applicable laws and approvals related to solar energy power operations.
This alteration will not change the existing main business activities of the Company but will supplement them with an environmentally responsible and economically beneficial initiative and support to the main business activities of the Company.
The proposed change requires the approval of the shareholders by way of a Special Resolution under Section 13 of the Companies Act, 2013.
The draft of the proposed amended copy of the Memorandum of Association, shall be available for inspection by the Members at the Registered Office of the Company on all working days from 10.00 A.M. to 5.00 PM., except Sunday and on holidays, up to the date of Extraordinary General Mecting.
The Board recommends the Special Resolution as set out in Item No. 1 of the Notice for approval of the members of the Company.
None of the Directors / KMPs o their relatives shall be deemed to be interested or concerned financially or otherwise in the aforesaid resolution except as a shareholder of the company.
The proposed alteration is purely administrative and regulatory in nature and is intended to align the Company's governing documents with the statutory directions issued by MPPTCL.
Item No. 2:
The Board of Directors of the Company, at its meeting held on 8% November, 2025, considered a communication received from Madhya Pradesh Power Transmission Company Limited (MPPTCL), Jabalpur, regarding certain new requirements to be incorporated in the Articles of Association (AOA) of all Captive User Companies operating in the State of Madhya Pradesh.
As per the instructions of MPPTCL, Captive User Companies are required to incorporate specific powers of the Board of Directors of the Company regarding electricity generation etc. of their AOA, in order to ensure compliance with the regulatory framework applicable to captive power consumption and its associated benefits.
In compliance with the above requirement, the Board has proposed to insert new Article 92 after Article 91 in the Articles of Association.
The proposed change requires the approval of the shareholders by way of a Special Resolution under Section 14 of the Companies Act, 2013.
The draft of the proposed amended copy of the Article of Association, shall be available for inspection by the Members at the Registered Office of the Company on all working days from 10.00 A.M. to 5.00 P.M., except Sunday and on holidays, up to the date of Extraordinary General Mecting.
The Board recommends the Special Resolution as set out in Item No. 2 of the Notice for approval of the members of the Company.

BRILLIANT SAPPHIRE, 801-804, §th FLOOR, PLOT NO. 10, SCHEME 78-IL. VIJAY NAGAR, INDORE - 452 010 (M.P) INDIA. PHONE No': (+91-731) 2719100, REGD. OFF.; "MEHTA CHAMBERS", 34, SIYAGANJ, INDORE - 452007 Phone: (+91-731) 2540963 E-mail: [email protected] Website: http://www kritiindia com CIN : L25206MP1990PLC00ST32
None of the Directors / KMPs o their relatives shall be deemed to be interested or concerned financially or otherwise in the aforesaid resolution except as a shareholder of the company. The proposed alteration is purely administrative and regulatory in nature and is intended to align the Company's governing documents with the statutory directions issued by MPPTCL.
Date: 8t November, 2025 By order of the Board Place: Indore
Kriti Industries (India) Limited Aditi Randhar CIN: L25206MP1990PLC005732 Company Secretary Registered Office: ACS 72025 Mehta Chamber, 34 Siyaganj, Indore-452007
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