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KRYSTAL INTEGRATED SERVICES LIMITED Proxy Solicitation & Information Statement 2026

May 21, 2026

59911_rns_2026-05-21_3406bddf-99ec-435b-af88-b1628399a070.pdf

Proxy Solicitation & Information Statement

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KRYSTAL INTEGRATED SERVICES LIMITED

(FORMERLY KNOWN AS KRYSTAL INTEGRATED SERVICES PRIVATE LIMITED)

KRYSTAL

May 21, 2026

KISL/CS/SE/21/2026-27

The Department of Corporate Services BSE Limited General Manager Floor 25, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 Scrip Code: 544149 National Stock Exchange of India Limited Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051 Scrip Symbol: KRYSTAL

Dear Sir/ Madam,

Subject: Submission of Postal Ballot Notice & Intimation of Remote E-voting

Pursuant to Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations') and further to our letter dated May 07, 2026, we hereby enclose Notice of Postal Ballot dated May 07, 2026 ('Notice') along with explanatory statement for seeking approval of Members of the Company, through electronic voting (remote e-voting), in relation to the following special business:

Sl. No. Particulars Type of Resolution
1 Re-appointment of Mrs. Neeta Prasad Lad (DIN: 01122234) as Chairperson and Managing Director of the Company Special Resolution
2 Re-appointment of Mr. Sanjay Suryakant Dighe (DIN: 02042603) as a Whole-time Director & Chief Executive Officer of the Company Special Resolution
3 Re-appointment of Mr. Pravin Ramesh Lad (DIN: 01710743) as a Whole-time Director of the Company Special Resolution
4 Re-appointment of Mr. Shubham Prasad Lad (DIN: 07557584) as a Whole-time Director of the Company Special Resolution
5 Re-appointment of Ms. Saily Prasad Lad (DIN: 05336504) as a Whole-time Director of the Company Special Resolution
6 Re-appointment and payment of remuneration to Mr. Prasad Minesh Lad for holding office or place of profit as a Chief Mentor of the Company Ordinary Resolution

Registered Office: Krystal House, 15A/17, Shivaji Fort CHS, Duncans Causeway Road Mumbai -400 022,

Maharashtra (India) Tel: +9122 4353 1234, +9122 47471234

Web: www.krystal-group.com CIN - L74920MH2000PLC129827.


KRYSTAL INTEGRATED SERVICES LIMITED

(FORMERLY KNOWN AS KRYSTAL INTEGRATED SERVICES PRIVATE LIMITED)

KRYSTAL

Sl. No. Particulars Type of Resolution
7 Re-appointment and payment of remuneration to Mrs. Surekha Pravin Lad for holding office or place of profit as a Manager – CMD desk of the Company Ordinary Resolution

In compliance with Regulation 44 of SEBI Listing Regulations and provisions of Sections 108 and 110 of the Companies Act, 2013 the manner of voting on the proposed resolutions is restricted only to e-voting, i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for e-voting are appended to the Postal Ballot Notice.

In accordance with the circulars issued by the Ministry of Corporate Affairs, from time to time, the Notice is being sent only through electronic mode to those Members of the Company whose email addresses are registered with the Company's Registrar to an Issue and Share Transfer Agent, viz., MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) (the "RTA") / Depositories and whose names appear in the Register of Members / List of Beneficial Owners as on the cut-off date i.e. Friday, May 15, 2026. Accordingly, physical copy of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot and the Members are required to communicate their assent or dissent through the remote e-voting system only.

The Company has engaged the services of National Securities Depository Limited ("NSDL") for facilitating remote e-voting to enable the Members to cast their votes electronically for this Postal Ballot.

The remote e-voting shall commence on Saturday, May 23, 2026 from 09:00 a.m. (IST) and shall end on Sunday, June 21, 2026, at 05:00 p.m. (IST). During this period, Members of the Company holding shares as on the cut-off date may cast their vote(s) electronically. The remote e-voting module shall be disabled by NSDL, for voting, thereafter.

The results of voting by means of Postal Ballot through remote e-voting will be declared within the time stipulated under the applicable laws. The result declared along with the Scrutiniser's Report shall be communicated in the manner provided in this Notice.

The Postal Ballot Notice is also available on the Company's website at www.krystal-group.com and on the website of NSDL at www.evoting.nsdl.com.

Registered Office: Krystal House, 15A/17, Shivaji Fort CHS, Duncans Causeway Road Mumbai -400 022, Maharashtra (India) Tel: +9122 4353 1234, +9122 47471234 Web: www.krystal-group.com CIN - L74920MH2000PLC129827.


KRYSTAL

You are requested to take the above information on your record and acknowledge receipt of the same.

Thanking You,

Yours faithfully,

For Krystal Integrated Services Limited
(Previously known as Krystal Integrated Services Private Limited)

Manishkumar
Poonambhai
Sangani

Digitally signed by
Manishkumar Poonambhai
Sangani
Date: 2026.05.21 09:53:07
+05'30'

Manishkumar Sangani
Company Secretary & Compliance Officer
Membership Number: A24871

Encl: a/a

Registered Office: Krystal House, 15A/17, Shivaji Fort CHS, Duncans Causeway Road Mumbai -400 022,

Maharashtra (India) Tel: +9122 4353 1234, +9122 47471234

Web: www.krystal-group.com CIN - L74920MH2000PLC129827.


KRYSTAL

KRYSTAL INTEGRATED SERVICES LIMITED

Registered Office Address: Krystal House, 15A 17, Shivaji Fort CHS, Duncans
Causeway Road, Mumbai – 400 022, Maharashtra, India
Tel: 022-4747 1234, 022- 4353 1234

Website: www.krystal-group.com Email: [email protected]

CIN: L74920MH2000PLC129827

NOTICE OF POSTAL BALLOT

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

Dear Members,

NOTICE is hereby given to the Shareholders of Krystal Integrated Services Limited (Previously known as Krystal Integrated Services Private Limited) (the "Company") pursuant to the provisions of Section 110, 108 and other applicable provisions of the Companies Act, 2013, as amended (the "Act") read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended (the "Management Rules"), General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, 03/2022 dated May 05, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs, Government of India (the "MCA Circulars"), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India ("SS-2"), Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") and any other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), for seeking approval of the Shareholders to transact the below special businesses as set out hereunder by passing Ordinary and Special Resolution(s), by way of Postal Ballot, only through remote e-voting process.

In terms of the MCA circulars and in compliance with Regulation 44 of the Listing Regulations and provisions of Sections 108 and 110 of the Companies Act, 2013 and SS-2, the manner of voting on the proposed resolutions is restricted only to e-voting, i.e. by casting votes electronically instead of submitting postal ballot forms. 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 e-voting are appended to this Postal Ballot Notice ("Notice").

Pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and in compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose email addresses are registered with the Company's Registrar to an Issue and Share Transfer Agent, viz., MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) (the "RTA")/Depository Participant (the "DP"). Accordingly, physical copy of the Notice along with Postal Ballot Forms and pre-paid business reply envelope is not being sent to the Shareholders for this Postal Ballot and no physical ballots forms will be accepted. Shareholders are required to communicate their assent (FOR) or dissent (AGAINST) through remote e-voting system only. If your e-mail address is not registered with the Company/DPs, please follow the process provided in the Notes to receive this Notice.

Pursuant to Rule 22(5) of the Management Rules, the Board of Directors of the Company has appointed Ms. Kajal Jakharia of M/s. Kajal Jakharia & Associates, a peer reviewed firm of Practicing Company Secretaries (Membership No. FCS 7922 & COP No. 23149), as Scrutinizer for conducting the Postal Ballot through remote e-voting process in a fair and transparent manner and she has communicated her willingness to be appointed and will be available for the said purpose.

Krystal Integrated Services Limited


KRYSTAL

NOTICE OF POSTAL BALLOT (CONTD.)

Remote e-voting period shall commence on Saturday, May 23, 2026 from 9:00 a.m. (IST) and ends on Sunday, June 21, 2026 at 5:00 p.m. (IST). Members are requested to carefully read the instructions while expressing their assent or dissent and cast vote through remote e-voting not later than the close of working hours at 5:00 p.m. (IST) on Sunday, June 21, 2026.

After completion of scrutiny of the votes, the Scrutinizer will submit their report, of the votes cast in favour or against, to the Chairperson of the Company or any other person authorised by the Chairperson for this purpose, who shall countersign the same. The results of the Postal Ballot shall be announced within the stipulated time under the applicable laws. The said results along with the Scrutinizer's report would be displayed at the Registered and Corporate Office of the Company and shall also simultaneously be forwarded to BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"), where the shares of the Company are presently listed. Additionally, the results will also be placed on the Company's website viz. www.krystal-group.com and on website of NSDL viz. www.evoting.nsdl.com.

The Board of Directors of the Company recommends approval of the Shareholders for the resolutions appended below.

An Explanatory Statement pursuant to Section 102 and other applicable provisions, if any, of the Act, pertaining to the said resolutions, setting out material facts and the reasons/rationale for the resolutions is annexed to this Postal Ballot Notice for your consideration and forms part of this Notice.

SPECIAL BUSINESS:

1. RE-APPOINTMENT OF MRS. NEETA PRASAD LAD (DIN: 01122234) AS CHAIRPERSON AND MANAGING DIRECTOR 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 Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Schedule V thereto and the Rules made thereunder, including any statutory modification(s) or re-enactment thereof for the time being in force, and pursuant to the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), including Regulation 17(6)(e), and in accordance with the Articles of Association of the Company, and based on the recommendation of the Nomination, Remuneration and Compensation Committee and approval of the Board of Directors, consent of the members of the Company be and is hereby accorded for the re-appointment of Mrs. Neeta Prasad Lad (DIN: 01122234) as Chairperson and Managing Director of the Company, liable to retire by rotation, for a period of three (3) years with effect from September 15, 2026 to September 14, 2029, on the terms and conditions including remuneration as set out in the Explanatory Statement annexed to this Notice.

RESOLVED FURTHER THAT the remuneration payable to Mrs. Neeta Prasad Lad during her tenure shall be governed by the provisions of Section 197 read with Schedule V of the Companies Act, 2013 and the applicable provisions of the SEBI Listing Regulations.

RESOLVED FURTHER THAT pursuant to Regulation 17(6)(e) of the SEBI Listing Regulations, consent of the members be and is hereby accorded for payment of remuneration to Mrs. Neeta Prasad Lad, being a Promoter and Managing Director of the Company, notwithstanding that:

i. the annual remuneration payable to her exceeds ₹5 crores or 2.5% of the net profits of the Company, whichever is higher; or
ii. the aggregate annual remuneration payable to all promoter executive directors exceeds 5% of the net profits of the Company, as detailed in the Explanatory Statement annexed hereto.

RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year during the tenure of her appointment, Mrs. Neeta Prasad Lad shall be entitled to receive remuneration as minimum remuneration in accordance with the provisions of Schedule V of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors (including the Nomination, Remuneration and Compensation Committee thereof) be and is hereby authorised to alter, vary, revise or modify the terms and conditions of remuneration, including salary, allowances, perquisites and other benefits, from time to time, within the overall limits approved by the members and in accordance with applicable laws.

Notice of Postal Ballot


NOTICE OF POSTAL BALLOT (CONTD.)

RESOLVED FURTHER THAT any one Director or the Company Secretary of the Company be and is hereby authorised to do all such acts, deeds, matters and things and to execute all such documents, writings and filings, including filing of necessary forms and returns with the Registrar of Companies, Stock Exchanges and other regulatory authorities, as may be necessary to give effect to this resolution."

  1. RE-APPOINTMENT OF MR. SANJAY SURYAKANT DIGHE (DIN: 02042603) AS A WHOLE-TIME DIRECTOR & CHIEF EXECUTIVE OFFICER 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 Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with Schedule V thereto and the Rules made thereunder, including any statutory modification(s) or re-enactment thereof for the time being in force, and pursuant to the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, and based on the recommendation of the Nomination, Remuneration and Compensation Committee and approval of the Board of Directors, consent of the members of the Company be and is hereby accorded for the re-appointment of Mr. Sanjay Suryakant Dighe (DIN: 02042603) as a Whole-time Director and Chief Executive Officer of the Company, liable to retire by rotation, for a period of three (3) years commencing from September 15, 2026 to September 14, 2029, on the terms and conditions including remuneration as set out in the Explanatory Statement annexed hereto.

RESOLVED FURTHER THAT the remuneration payable to Mr. Sanjay Suryakant Dighe during his tenure shall be governed by the provisions of Section 197 read with Schedule V of the Act.

RESOLVED FURTHER THAT approval of the members be and is hereby accorded for payment of remuneration to Mr. Sanjay Suryakant Dighe during the tenure of his appointment, including in the event of absence or inadequacy of profits in any financial year, as minimum remuneration, in accordance with the provisions of Section 197 read with Schedule V of the Act and as set out in the Explanatory Statement annexed hereto.

RESOLVED FURTHER THAT the Board of Directors (including the Nomination, Remuneration and Compensation Committee thereof) be and is hereby authorised to alter, vary, revise or modify the terms and conditions of remuneration, including salary, allowances, perquisites and other benefits, from time to time, within the overall limits approved by the members and in accordance with applicable laws.

RESOLVED FURTHER THAT any one Director or the Company Secretary of the Company be and is hereby authorised to do all such acts, deeds, matters and things and to execute all such documents, writings and filings, including filing of necessary forms and returns with the Registrar of Companies, Stock Exchanges and other regulatory authorities, as may be necessary to give effect to this resolution."

  1. RE-APPOINTMENT OF MR. PRAVIN RAMESH LAD (DIN: 01710743) AS A WHOLE-TIME DIRECTOR OF THE COMPANY

RESOLVED FURTHER THAT the remuneration payable to Mr. Pravin Ramesh Lad during his tenure shall be governed by the provisions of Section 197 read with Schedule V of the Act.

RESOLVED FURTHER THAT approval of the members be and is hereby accorded for payment of remuneration to Mr. Pravin Ramesh Lad during the tenure of his appointment, including in the event of absence or inadequacy of profits in any financial year, as minimum remuneration, in accordance with the provisions of Section 197 read with Schedule V of the Act and as set out in the Explanatory Statement annexed hereto.

Krystal Integrated Services Limited
3

  1. RE-APPOINTMENT OF MR. SHUBHAM PRASAD LAD (DIN: 07557584) AS A WHOLE-TIME DIRECTOR OF THE COMPANY

RESOLVED FURTHER THAT the remuneration payable to Mr. Shubham Prasad Lad during his tenure shall be governed by the provisions of Section 197 read with Schedule V of the Companies Act, 2013 and the applicable provisions of the SEBI Listing Regulations.

RESOLVED FURTHER THAT pursuant to Regulation 17(6)(e) of the SEBI Listing Regulations, consent of the members be and is hereby accorded for payment of remuneration to Mr. Shubham Prasad Lad, Promoter and Whole-time Director of the Company, notwithstanding that:

a. the annual remuneration payable to him exceeds ₹5 crores or 2.5% of the net profits of the Company, whichever is higher; or
b. the aggregate annual remuneration payable to all promoter executive directors exceeds 5% of the net profits of the Company, as detailed in the Explanatory Statement annexed hereto.

RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year during the tenure of his appointment, Mr. Shubham Prasad Lad shall be entitled to receive remuneration as minimum remuneration in accordance with the provisions of Schedule V of the Companies Act, 2013.

  1. RE-APPOINTMENT OF MS. SAILY PRASAD LAD (DIN: 05336504) AS A WHOLE-TIME DIRECTOR OF THE COMPANY

Notice of Postal Ballot

modification(s) or re-enactment(s) thereof for the time being in force, and pursuant to the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), including Regulation 17(6)(e), and in accordance with the Articles of Association of the Company, and based on the recommendation of the Nomination, Remuneration and Compensation Committee and approval of the Board of Directors, consent of the members be and is hereby accorded for the re-appointment of Ms. Saily Prasad Lad (DIN: 05336504) as a Whole-time Director of the Company, liable to retire by rotation, for a period of three (3) years commencing from September 15, 2026 to September 14, 2029, on the terms and conditions including remuneration/professional fees as set out in the Explanatory Statement annexed hereto.

RESOLVED FURTHER THAT the remuneration payable to Ms. Saily Prasad Lad during her tenure shall be governed by the provisions of Section 197 read with Schedule V of the Companies Act, 2013 and the applicable provisions of the SEBI Listing Regulations.

RESOLVED FURTHER THAT pursuant to Regulation 17(6)(e) of the SEBI Listing Regulations, consent of the members be and is hereby accorded for payment of remuneration to Ms. Saily Prasad Lad, being a Promoter and Whole-time Director, notwithstanding that:

a. the annual remuneration payable to her exceeds ₹5 crores or 2.5% of the net profits of the Company, whichever is higher; or
b. the aggregate annual remuneration payable to all promoter executive directors exceeds 5% of the net profits of the Company, as detailed in the Explanatory Statement annexed hereto.

RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year during the tenure of her appointment, Ms. Saily Prasad Lad shall be entitled to receive remuneration as minimum remuneration in accordance with the provisions of Schedule V of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors (including the Nomination, Remuneration and Compensation Committee thereof) be and is hereby authorised to alter, vary, revise or modify the terms and conditions of remuneration, including salary, allowances, perquisites and other benefits, from time to time, within the overall limits approved by the members and in accordance with applicable laws.

RESOLVED FURTHER THAT any one Director or the Company Secretary of the Company be and is hereby authorised to do all such acts, deeds, matters and things and to execute all such documents, writings and filings, including filing of necessary forms and returns with the Registrar of Companies, Stock Exchanges and other regulatory authorities, as may be necessary to give effect to this resolution.

  1. RE-APPOINTMENT AND PAYMENT OF REMUNERATION TO MR. PRASAD MINESH LAD FOR HOLDING OFFICE OR PLACE OF PROFIT AS A CHIEF MENTOR OF THE COMPANY

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

"RESOLVED THAT pursuant to the provisions of Section 188(1)(f) and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Rules made thereunder, and in terms of the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), including Regulation 23 and other applicable regulations, and in accordance with the applicable Industry Standards on Related Party Transactions issued by Securities and Exchange Board of India and based on the recommendation of the Audit Committee, Nomination, Remuneration and Compensation Committee and approval of the Board of Directors, consent of the members of the Company be and is hereby accorded for the re-appointment of Mr. Prasad Minesh Lad, being a related party, to hold an office or place of profit as a Chief Mentor of the Company, for a period of three (3) years commencing from September 15, 2026 up to September 14, 2029, on the terms and conditions as set out in the Explanatory Statement annexed hereto.

RESOLVED FURTHER THAT the remuneration payable to Mr. Prasad Minesh Lad shall be at a monthly gross remuneration not exceeding ₹ 1,11,07,194/- (Rupees One Crore Eleven Lakhs Seven Thousand One Hundred Ninety-Four only) inclusive of salary, perquisites, allowances and other benefits, as may be determined by the Board of Directors or its Committee(s) from time to time, within the aforesaid limits.

Krystal Integrated Services Limited

RESOLVED FURTHER THAT the aforesaid transaction is considered to be a related party transaction, and the same is being approved by the members in compliance with the provisions of Section 188 of the Act and Regulation 23 of the SEBI Listing Regulations, and is in the ordinary course of business and on an arm's length basis, to the extent applicable.

RESOLVED FURTHER THAT the Board of Directors (including the Nomination, Remuneration and Compensation Committee and/or Audit Committee) be and is hereby authorised to alter, vary, revise or modify the terms and conditions of appointment and remuneration, including structure of pay, within the overall limits approved by the members and in accordance with applicable laws.

  1. RE-APPOINTMENT AND PAYMENT OF REMUNERATION TO MRS. SUREKHA PRAVIN LAD FOR HOLDING OFFICE OR PLACE OF PROFIT AS MANAGER – CMD DESK OF THE COMPANY

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

"RESOLVED THAT pursuant to the provisions of Section 188(1)(f) and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Rules made thereunder, and in terms of the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), including Regulation 23 and other applicable regulations, and in accordance with the applicable Industry Standards on Related Party Transactions issued by Securities and Exchange Board of India and based on the recommendation of the Audit Committee, Nomination, Remuneration and Compensation Committee and approval of the Board of Directors, consent of the members of the Company be and is hereby accorded for the re-appointment of Mrs. Surekha Pravin Lad, being a related party, to hold an office or place of profit as Manager – CMD Desk of the Company, for a period of three (3) years commencing from September 15, 2026 up to September 14, 2029, on the terms and conditions as set out in the Explanatory Statement annexed hereto.

RESOLVED FURTHER THAT the remuneration payable to Mrs. Surekha Pravin Lad shall be at a monthly gross remuneration not exceeding ₹ 4,21,843/- (Rupees Four Lakhs Twenty-One Thousand Eight Hundred Forty-Three only) inclusive of salary, perquisites, allowances and other benefits, as may be determined by the Board of Directors or its Committee(s) from time to time, within the aforesaid limits.

RESOLVED FURTHER THAT the aforesaid transaction is considered to be a related party transaction, and the same is being approved by the members in compliance with the provisions of Section 188 of the Act and Regulation 23 of the SEBI Listing Regulations, and is in the ordinary course of business and on an arm's length basis, to the extent applicable.

RESOLVED FURTHER THAT the Board of Directors (including the Nomination, Remuneration and Compensation Committee and/or Audit Committee) be and is hereby authorised to alter, vary, revise or modify the terms and conditions of appointment and remuneration, including structure of pay, within the overall limits approved by the members and in accordance with applicable laws.

By Order of the Board of Directors

For Krystal Integrated Services Limited

(Previously known as Krystal Integrated Services Private Limited)

Place: Mumbai

Date: May 07, 2026

Manishkumar Sangani

Company Secretary & Compliance Officer

Membership Number: A24871

NOTES:

  1. An explanatory statement pursuant to Section 102 of the Companies Act, 2013 (the "Act") read with Section 110 of the Act and relevant Rules made thereunder, setting out all material facts relating to the resolutions contained in this Notice is appended herein below for information and consideration of members and the same should be considered as part of this Notice.

  2. All the material documents referred to in this Postal Ballot Notice and the Explanatory Statement will be available electronically for inspection without any fees by the members. The said documents will also be available for inspection by the members at the Registered Office of the Company during business hours on all working days until the last date of remote e-voting.

  3. This Postal Ballot Notice is being sent to the members whose names appear on the register of members/list of beneficial owners and whose email address is registered with the Company's RTA/Depository Participant(s), as on Friday, May 15, 2026 ("Cut-off Date"). A person who is not a member as on the Cut-off Date should treat this Postal Ballot Notice for informational purposes only. In compliance with Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolutions is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot forms. This Notice is also available at the Company's website: www.krystal-group.com and the websites of the Stock Exchanges i.e. BSE at www.bseindia.com and NSE at www.nseindia.com and on the website of NSDL at www.evoting.nsdl.com.

  4. In compliance with the provisions of Sections 108 and 110 of the Act read with Rule 20 and 22 of the Rules, Regulation 44 of the SEBI Listing Regulations, SS-2 and the MCA Circulars, the Company is pleased to provide remote e-voting facility to its members, to enable them to cast their votes electronically. The detailed procedure with respect to remote e-voting is mentioned in note no. 10 of this Notice.

  5. The Company has engaged NSDL for facilitating remote e-voting to enable the members to cast their votes electronically for this Postal Ballot.

  6. The remote e-voting shall commence on Saturday, May 23, 2026 from 09:00 a.m. (IST) and shall end on Sunday, June 21, 2026, at 05:00 p.m. (IST). During this period, members of the Company holding shares in physical or electronic form as on the Cut-off Date may cast their vote(s) electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter.

  7. The Board of Directors has appointed Ms. Kajal Jakharia of M/s. Kajal Jakharia & Associates, a peer reviewed firm of Practicing Company Secretaries (Membership No. FCS 7922 & COP No. 23149) as the Scrutinizer, for conducting the Postal Ballot process in a fair and transparent manner.

  8. The Scrutinizer will submit their report to the Chairperson or any other person authorised by the Chairperson after the completion of scrutiny of the e-voting and the results of e-voting by Postal Ballot will be announced not later than 48 hours from the conclusion of e-voting and will also be displayed on the Company website www.krystal-group.com on the website of NSDL at www.evoting.nsdl.com and communicated to Stock Exchanges at www.bseindia.com and www.nseindia.com

  9. The resolutions, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for voting i.e., Sunday, June 21, 2026. Further, resolutions passed by the members through Postal Ballot are deemed to have been passed as if they are passed at a General Meeting of the members.

Krystal Integrated Services Limited
7

  1. Process to cast votes through remote e-voting:

How do I vote electronically using NSDL e-voting system?

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. 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 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 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 App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience. NSDL Mobile App is available on
App Store
Google Play
Type of Shareholders Login Method
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 user your existing my easi 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 is also links provided to access the system of all e-voting Service Providers, so that the user can visit the e-voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN No. from a e-voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-voting option where the 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 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. 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
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 the 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:

i. If you are already registered for e-voting, then you can user your existing password to login and cast your vote.

ii. 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 your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

iii. How to 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 from 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 the "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 the "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.
  2. Select "EVEN" of company for which you wish to cast your vote during the remote e-voting period. The EVEN of equity shares is 139310.
  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 click 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 confirmation page.
  7. 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 authorised signatory(ies) who are authorised 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?" or "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. Abhijeet Gunjal, Deputy 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 e-mail 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 Shareholders 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.

NOTICE OF POSTAL BALLOT (CONTD.)

  1. Alternatively shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.

  2. In terms of SEBI circular dated December 09, 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.

By Order of the Board of Directors
For Krystal Integrated Services Limited
(Previously known as Krystal Integrated Services Private Limited)

Place: Mumbai
Date: May 07, 2026

Manishkumar Sangani
Company Secretary & Compliance Officer
Membership Number: A24871

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102.2 AND 110 OF THE COMPANIES ACT, 2013 AND OTHER APPLICABLE LAWS

Item No. 1

The members of the Company at their Extra-Ordinary General Meeting held on September 18, 2023, had approved the appointment of Mrs. Neeta Prasad Lad (DIN: 01122234) as Chairperson and Managing Director of the Company for a period of three (3) years with effect from September 15, 2023, pursuant to the provisions of the Companies Act, 2013.

Accordingly, the present term of Mrs. Neeta Prasad Lad as Managing Director of the Company shall expire on September 14, 2026.

Considering her leadership, vast experience and valuable contribution towards the growth and strategic direction of the Company, the Nomination, Remuneration and Compensation Committee and the Board of Directors, at their respective meetings held on Thursday May 07, 2026, have recommended the re-appointment of Mrs. Neeta Prasad Lad as Chairperson and Managing Director of the Company for a further period of three (3) years from September 15, 2026 to September 14, 2029 subject to approval of the members.

Brief Profile & Justification

Mrs. Neeta Prasad Lad is one of the Promoters of the Company and possesses extensive experience in the facility management and allied services industry. She has been associated with the Company since April 01, 2006 and has been instrumental in its growth, strategy and operations. With her strong leadership capabilities, operational expertise and deep understanding of the industry, the Company has achieved significant milestones under her stewardship.

The Board believes that her continued association as Chairperson and Managing Director will be beneficial and in the best interests of the Company and its stakeholders.

The Nomination, Remuneration and Compensation Committee, after evaluating her performance, leadership capabilities, industry knowledge and contribution to the growth of the Company, recommended her re-appointment. The proposed remuneration is also in line with the Nomination and Remuneration Policy of the Company.

Key Terms of Re-Appointment and Remuneration

Particulars Details
Designation Chairperson and Managing Director
Tenure Three (3) years commencing from September 15, 2026 to September 14, 2029.
Liable to Retire by Rotation Yes
Remuneration The appointee shall be entitled to remuneration by way of salary, allowances, perquisites, benefits, and retiral benefits in such manner and in such proportion as may be determined by the Board of Directors, based on the recommendation of the Nomination, Remuneration and Compensation Committee, from time to time, provided that the aggregate remuneration payable to the appointee shall not exceed ₹5,61,58,464/- (Rupees Five Crores Sixty-One Lakhs Fifty-Eight Thousand Four Hundred Sixty-Four only) per annum, during the tenure of appointment, subject to the provisions of the Companies Act, 2013 and applicable rules made thereunder.
Annual revisions/increment(s) in remuneration, effective from April 01 of each year, may be approved by the Board of Directors based on the recommendation of the Nomination, Remuneration and Compensation Committee, taking into consideration the individual performance of the appointee, industry/market benchmarks and the overall performance of the Company, subject always to the aforesaid maximum ceiling.
Particulars Details
Within the aforesaid maximum ceiling, the Board of Directors shall, on the recommendation of the Nomination, Remuneration and Compensation Committee, have authority to determine, revise, allocate, vary or restructure the remuneration payable for any financial year or part thereof during the tenure, having regard to individual performance, the overall performance of the Company and such other factors as may be considered appropriate.
The overall managerial remuneration payable shall be subject to Section 197 read with Schedule V of the Companies Act, 2013 and applicable provisions of the SEBI Listing Regulations, as amended from time to time.
Medical Benefits As per the scheme of Insurance of the Company
Other allowances, benefits and perquisites As per Company Policy and the Agreement to be entered with Mrs. Neeta Prasad Lad
Minimum Remuneration In the event of absence or inadequacy of profits in any financial year during the tenure of appointment of Mrs. Neeta Prasad Lad, the Company may pay remuneration to her as minimum remuneration, in accordance with the provisions of Schedule V to the Companies Act, 2013, or any statutory modification(s) or re-enactment thereof for the time being in force, subject to such approvals as may be required
Sitting Fees Mrs. Neeta Prasad Lad will not be paid any sitting fees for attending the meetings of the Board of Directors or Committees thereof. Presently Mrs. Neeta Prasad Lad is drawing ₹30,29,784/- per annum as remuneration from Krystal Aviation Private Limited

The existing remuneration of Mrs. Neeta Prasad Lad, as approved by the members at the Extra-Ordinary General Meeting held on September 18, 2023, shall continue to be applicable up to September 14, 2026. The revised remuneration as set out herein shall be effective from September 15, 2026, subject to approval of the members.

Mrs. Neeta Prasad Lad satisfies the conditions prescribed under Part I of Schedule V and Section 196(3) of the Companies Act, 2013 for her re-appointment as Managing Director. She is not disqualified from being appointed as a Director under Section 164 of the Act and has confirmed that she is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India or any other regulatory authority. Necessary consents, declarations and confirmations as required under the Companies Act, 2013 and SEBI Listing Regulations and other applicable regulations have been received.

Regulatory Approvals

Pursuant to Regulation 17(6)(e) of SEBI Listing Regulations, the remuneration payable to executive directors who are promoters or members of the promoter group requires approval of the Shareholders by way of Special Resolution, if:

  1. the annual remuneration payable exceeds ₹5 crores or 2.5% of the net profits of the listed entity, whichever is higher; or
  2. where there is more than one such director, the aggregate annual remuneration exceeds 5% of the net profits of the listed entity.

Since Mrs. Neeta Prasad Lad is a promoter and the proposed remuneration may exceed the thresholds specified under Regulation 17(6)(e) of SEBI Listing Regulations, approval of the members by way of Special Resolution is being sought.

Further since there are more than one promoter executive directors and the aggregate annual remuneration payable to such executive directors may exceed 5 per cent of the net profits of the Company, approval of Shareholders is being sought by way of Special Resolution.

Further, approval of members by way of Special Resolution is also required under Schedule V of the Companies Act, 2013 for payment of minimum remuneration to managerial personnel in case of inadequacy of profits.

The terms and conditions of the said appointment and/or remuneration and/or agreement may be altered and varied from time to time, by the Board of Directors so as not to exceed the limits set out in Sections 196, 197 read with Schedule V of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof), for the time being in force or any amendments or modifications that may be made thereto by the Central Government in that behalf from time to time.

Additional Information as required under Schedule V of the Companies Act, 2013

The information required to be disclosed pursuant to Schedule V of the Companies Act, 2013 is detailed herein below:

I. General Information

  1. Nature of Industry

The Company is engaged in the business of integrated facility management services and allied support services.

  1. Date or expected date of commencement of commercial production

Not Applicable, as the Company is an existing operating company since 2000.

  1. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus- Not Applicable.

  2. Financial performance based on audited financial statements:

(₹ in Millions)

Particulars 2025-26 2024-25 2023-24
Revenue from Operations 10,947.49 11,199.35 9,847.26
Profit/(Loss) Before Tax 667.89 722.39 561.75
Net Profit 583.34 602.16 482.29
Net Worth 4,869.65 4,310.56 3,724.05
Paid-up Share Capital 139.72 139.72 139.72
Reserves & Surplus 4,729.93 4,170.84 3,584.33
  1. Foreign investments or collaborations, if any

The Company does not have any material foreign investments or collaborations as on date.

II. Information about the Appointee:

  1. Background details:

Mrs. Neeta Prasad Lad is the Chairperson and Managing Director of the Company and one of the Promoters. She has extensive experience in the facility management and allied services industry and has been instrumental in the growth and strategic direction of the Company. Additional details of background of the appointee have been furnished under Item No. 1 of Explanatory Statement to this Notice.

  1. Past remuneration:

Mrs. Neeta Prasad Lad is drawing remuneration as approved by the members at the Extra-Ordinary General Meeting held on September 18, 2023.

  1. Recognition or awards:

She has received special award from All India Achievers Foundation as Social Responsibility in Corporate Affairs and Successful Woman Entrepreneur.

  1. Job profile and her suitability:

As Chairperson and Managing Director, Mrs. Neeta Prasad Lad is responsible for overall leadership, strategic direction, policy formulation, and management of the Company's operations and growth initiatives. Considering her vast industry experience, leadership qualities and deep understanding of the Company's operations, the Board considers her continued association highly beneficial to the Company. Additional details of job profile & suitability of the appointee have been furnished under Item No. 1 of Explanatory Statement to this Notice

  1. Remuneration proposed:

The proposed remuneration has been detailed in the Resolution No. 1 for approval of the members. The aforesaid proposed remuneration shall be paid as minimum remuneration in case of loss or inadequacy of profits in relevant year during her tenure.

NOTICE OF POSTAL BALLOT (CONTD.)

  1. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person:
    The proposed remuneration is commensurate with the size, scale and complexity of the Company's operations, the industry benchmarks and the responsibilities shouldered by Mrs. Neeta Prasad Lad.

  2. Pecuniary relationship directly or indirectly with the Company or relationship with the managerial personnel, if any:
    Mrs. Neeta Prasad Lad is a Promoter and Managing Director of the Company, holding 2 equity shares of face value of ₹10 each in the Company.
    She is the mother of Mr. Shubham Prasad Lad and Ms. Saily Prasad Lad, who are also Directors of the Company. Apart from the remuneration proposed and shareholding in the Company, she does not have any other pecuniary relationship with the Company.

III. Other Information

  1. Reasons for loss or inadequate profits
    The Company is currently profitable; however, this approval is being sought as an enabling approval in terms of Schedule V of the Companies Act, 2013, to ensure continuity of managerial remuneration in the event of absence or inadequacy of profits in any financial year during the tenure of appointment. The Company's profitability may be impacted due to factors such as industry competition, expansion of operations, and macro-economic conditions affecting the sector.

  2. Steps taken or proposed to be taken for improvement
    The Company continues to focus on expansion of service offerings, operational efficiency, strengthening client relationships, adoption of technology-driven solutions, cost optimisation and strategic growth initiatives. The Board of directors of the Company has approved a robust business plan to improve the business and profitability of the Company.

  3. Expected increase in productivity and profits in measurable terms
    With the implementation of the above strategic initiatives, the Company expects improvement in operational performance and profitability over the coming years.

IV. Disclosures

The details of remuneration payable to Directors, including Mrs. Neeta Prasad Lad, are disclosed in the Corporate Governance Report forming part of the Annual Report of the Company in accordance with the applicable provisions of the SEBI Listing Regulations

The details required under Regulations 36(3) of the SEBI Listing Regulations and Secretarial Standard -2 are tabulated below:

Particulars Details
Name of Director Mrs. Neeta Prasad Lad
DIN 01122234
Age 59 years
Qualification Executive Masters in Business Administration – Finance Management
Brief profile including expertise in functional areas and experience Mrs. Neeta Prasad Lad obtained executive master's degree in business administration with specialisation in finance management from the Indian School of Business Management and Administration in 2015. She has experienced many facets of the facility management industry and therefore as Director for Business Development is well placed to deal with prospective as well as existing customers. She oversees the overall management functions and is at the helms of marketing, sales & bidding for tenders. She has been associated with our Company as a Director since April 01, 2006 and also Chairperson of Corporate Social Responsibility Committee of the Company.
Particulars Details
Date of first appointment on Board April 01, 2006
Terms of re-appointment Re-appointment as Chairperson & Managing Director for 3 years
Relationship with other directors/Manager and other KMP She is Mother of Ms. Saily Prasad Lad and Mr. Shubham Prasad Lad who are Directors of the Company and wife of Mr. Prasad Minesh Lad, Chief Mentor of the Company
Names of other listed entities in which the Director also holds directorship and the membership of Committees of the Board, if any, along with names of listed entities from which the Director has resigned in the past three years NIL
Membership/Chairmanship of Committees in the Company Corporate Social Responsibility Committee, Chairmanship
Shareholding in the Company including shareholding as a beneficial owner 2
Number of Board meetings attended in 2025-26 and in the current Financial Year till the date of Notice of Postal Ballot 1) Number of Board meetings attended in 2025-26 – 7 meetings.
2) Number of Board meetings attended in the current Financial Year 2026-27 till the date of Notice of Postal Ballot - 1 meeting.
Remuneration last drawn ₹3,92,57,813/- p.a.
Terms and conditions of appointment As per letter of appointment and service agreement

Interest of Directors/KMP

Except Mrs. Neeta Prasad Lad, being the appointee, and her relatives Mr. Shubham Prasad Lad and Ms. Saily Prasad Lad, none of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, in the proposed resolution. Relatives of Mrs. Neeta Prasad Lad may also be deemed to be interested in the said resolution to the extent of their respective shareholdings, if any, in the Company.

The draft Service Agreement proposed to be entered into between the Company and Mrs. Neeta Prasad Lad and other relevant documents are available for inspection by the members electronically during the postal ballot period.

The Board recommends the resolution set out in the Notice at Item No. 1 for approval of the members as a Special Resolution.

Accordingly, the consent of the members is sought for passing the Special Resolution for re-appointment of Mrs. Neeta Prasad Lad as Chairperson & Managing Director of the Company for the period from September 15, 2026 to September 14, 2029.

Item No. 2

The members of the Company at their Extra-Ordinary General Meeting held on September 18, 2023, had approved the appointment of Mr. Sanjay Suryakant Dighe (DIN: 02042603) as a Whole-time Director and Chief Executive Officer of the Company for a period of three (3) years with effect from September 15, 2023, pursuant to the provisions of the Companies Act, 2013.

Accordingly, the present term of Mr. Sanjay Suryakant Dighe as a Whole-time Director and Chief Executive Officer shall expire on September 14, 2026.

The Board of Directors of the Company ("Board"), at its meeting held on Thursday, May 07, 2026, based on the recommendation of the Nomination, Remuneration and Compensation Committee, has approved the re-appointment of Mr. Sanjay Suryakant Dighe (DIN: 02042603) as a Whole-time Director and Chief Executive Officer of the Company for a further period of three (3) years with effect from September 15, 2026 to September 14, 2029, subject to approval of the members.

Brief Profile & Justification

Mr. Sanjay Suryakant Dighe holds a degree in Mechanical Engineering and has over more than three decades of extensive experience in Business Management. Most of his tenure has been in the Hospitality and Service Industry. Especially, reputed organisations including the Aditya Birla Group (Idea Cellular and Birla Sun Life Insurance). He has also been instrumental in scaling telecom infrastructure ventures and has been associated with the Company since December 08, 2010.

Considering his rich experience, proven visionary leadership, strategic contribution to the Company's growth. His in-depth understanding of the Business Operation and Industry Foresight, the Board is of the opinion that his re-appointment as Whole-time Director and Chief Executive Officer is in the best interest of the Company and its stakeholders.

The Nomination, Remuneration and Compensation Committee, after evaluating his performance, leadership capabilities, industry knowledge and contribution to the growth of the Company, recommended his re-appointment. The proposed remuneration is in line with the Nomination and Remuneration Policy of the Company.

Key Terms of Re-Appointment & Remuneration

Particulars Details
Designation Whole-time Director and Chief Executive Officer
Tenure Three (3) years commencing from September 15, 2026 to September 14, 2029
Liable to Retire by Rotation Yes
Remuneration The appointee shall be entitled to remuneration by way of salary, allowances, perquisites, benefits and retiral benefits in such manner and in such proportion as may be determined by the Board of Directors, based on the recommendation of the Nomination, Remuneration and Compensation Committee, from time to time, provided that the aggregate remuneration payable to the appointee shall not exceed ₹2,65,00,114/- (Rupees Two Crores Sixty-Five Lakhs One Hundred Fourteen only) per annum, during the tenure of appointment, subject to the provisions of the Companies Act, 2013 and applicable rules made thereunder.
Annual revisions/increment(s) in remuneration, effective from April 01 of each year, may be approved by the Board of Directors based on the recommendation of the Nomination, Remuneration and Compensation Committee, taking into consideration the individual performance of the appointee, industry/market benchmarks and the overall performance of the Company, subject always to the aforesaid maximum ceiling.
Within the aforesaid maximum ceiling, the Board of Directors shall, on the recommendation of the Nomination, Remuneration and Compensation Committee, have authority to determine, revise, allocate, vary or restructure the remuneration payable for any financial year or part thereof during the tenure, having regard to individual performance, the overall performance of the Company and such other factors as may be considered appropriate.
The overall managerial remuneration payable shall be subject to Section 197 read with Schedule V of the Companies Act, 2013, as amended from time to time.
Medical Benefits As per the scheme of Insurance of the Company
Other allowances, benefits and perquisites As per Company Policy and the Agreement to be entered with Mr. Sanjay Suryakant Dighe.
Minimum Remuneration In the event of absence or inadequacy of profits in any financial year during the tenure of appointment of Mr. Sanjay Suryakant Dighe, the Company may pay remuneration to him as minimum remuneration, in accordance with the provisions of Schedule V to the Companies Act, 2013, or any statutory modification(s) or re-enactment thereof for the time being in force, subject to such approvals as may be required.
Sitting Fees Mr. Sanjay Suryakant Dighe will not be paid any sitting fees for attending the meetings of the Board of Directors or Committees thereof

18 Notice of Postal Ballot

The existing remuneration of Mr. Sanjay Suryakant Dighe, as approved by the members at the Extra-Ordinary General Meeting held on September 18, 2023, shall continue to be applicable up to September 14, 2026. The revised remuneration as set out herein shall be effective from September 15, 2026, subject to approval of the members.

Mr. Sanjay Suryakant Dighe satisfies the conditions prescribed under Part I of Schedule V and Section 196(3) of the Companies Act, 2013 for his re-appointment as a Whole-time Director and Chief Executive Officer. He is not disqualified from being appointed as a Director under Section 164 of the Act and has confirmed that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India or any other authority. Necessary consents, declarations and confirmations as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and other applicable regulations have been received.

Regulatory Approvals

Approval of the members by way of Special Resolution is being sought pursuant to the provisions of Sections 196, 197 and other applicable provisions of the Companies Act, 2013 read with Schedule V thereto, inter alia, to enable payment of minimum remuneration to Mr. Sanjay Suryakant Dighe in the event of absence or inadequacy of profits during the tenure of his appointment.

It is clarified that Mr. Sanjay Suryakant Dighe is not a promoter or a member of the promoter group of the Company and accordingly the provisions of Regulation 17(6)(e) of the SEBI Listing Regulations are not applicable.

The terms and conditions of the said appointment and/or remuneration and/or agreement may be altered and varied from time to time, by the Board of Directors so as not to exceed the limits set out in Sections 196, 197 read with Schedule V of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof), for the time being in force or any amendments or modifications that may be made thereto by the Central Government in that behalf from time to time.

Additional Information as required under Schedule V of the Companies Act, 2013

The information required to be disclosed pursuant to Schedule V of the Companies Act, 2013 is detailed herein below:

I. General Information

  1. Nature of Industry

The Company is engaged in the business of integrated facility management services and allied support services.

  1. Date or expected date of commencement of commercial production

Not Applicable, as the Company is an existing operating company since 2000.

  1. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus - Not Applicable.

  2. Financial performance based on audited financial statements

(₹ in Millions)

Particulars 2025-26 2024-25 2023-24
Revenue from Operations 10,947.49 11,199.35 9,847.26
Profit/(Loss) Before Tax 667.89 722.39 561.75
Net Profit 583.34 602.16 482.29
Net Worth 4,869.65 4,310.56 3,724.05
Paid-up Share Capital 139.72 139.72 139.72
Reserves & Surplus 4,729.93 4,170.84 3,584.33
  1. Foreign investments or collaborations, if any

The Company does not have any material foreign investments or collaborations as on date.

II. Information about the Appointee:

  1. Background details:
    Mr. Sanjay Suryakant Dighe is the Whole-time Director and Chief Executive Officer of the Company. Additional details of background of the appointee have been furnished under Item No. 2 of Explanatory Statement to this Notice.

  2. Past remuneration:
    Mr. Sanjay Suryakant Dighe is drawing remuneration as approved by the members at the Extra-Ordinary General Meeting held on September 18, 2023.

  3. Recognition or awards: Received the 'CEO of the Year' Award in the Large Business category at the prestigious Entrepreneur India Awards.

  4. Job profile and his suitability:
    As a Whole-time Director and Chief Executive Officer of the Company, details of job profile & suitability of the appointee have been furnished under Item No. 2 of Explanatory Statement to this Notice.

  5. Remuneration proposed:
    The proposed remuneration has been detailed in the Resolution No. 2 for approval of the members. The aforesaid proposed remuneration shall be paid as minimum remuneration in case of loss or inadequacy of profits in relevant year during his tenure.

  6. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person:
    The proposed remuneration is commensurate with the size, scale and complexity of the Company's operations, the industry benchmarks and the responsibilities shouldered by Mr. Sanjay Suryakant Dighe.

  7. Pecuniary relationship directly or indirectly with the Company or relationship with the managerial personnel, if any:
    Mr. Sanjay Suryakant Dighe is a Whole-time Director and Chief Executive Officer, holding 2 equity shares of face value of ₹10 each in the Company and, apart from the proposed remuneration and such shareholding, he does not have any other pecuniary relationship with the Company, its Directors or Key Managerial Personnel.

III. Other Information

  1. Reasons of loss or inadequate profits
    The Company is currently profitable; however, this approval is being sought as an enabling approval in terms of Schedule V of the Companies Act, 2013, to ensure continuity of managerial remuneration in the event of absence or inadequacy of profits in any financial year during the tenure of appointment. The Company's profitability may be impacted due to factors such as industry competition, expansion of operations, and macro-economic conditions affecting the sector.

  2. Steps taken or proposed to be taken for improvement
    The Company continues to focus on expansion of service offerings, operational efficiency, strengthening client relationships, adoption of technology-driven solutions, cost optimisation and strategic growth initiatives. The Board of directors of the Company has approved a robust business plan to improve the business and profitability of the Company.

  3. Expected increase in productivity and profits in measurable terms
    With the implementation of the above strategic initiatives, the Company expects improvement in operational performance and profitability over the coming years.

IV. Disclosures

The details of remuneration payable to Directors, including Mr. Sanjay Suryakant Dighe, are disclosed in the Corporate Governance Report forming part of the Annual Report of the Company in accordance with the applicable provisions of the SEBI Listing Regulations.

The details required under Regulations 36(3) of The SEBI Listing Regulations and Secretarial Standard-2 are tabulated below:

Particulars Details
Name of Director Mr. Sanjay Suryakant Dighe
DIN 02042603
Age 60 years
Qualification Mechanical Engineer
Brief profile including expertise in functional areas and experience Mr. Sanjay Suryakant Dighe obtained his degree in mechanical engineering from Abhinava Abhiyantriki Mahavidyalaya in 1988. He has over more than three decades of extensive experience in over-all business management. His major expertise is Business Strategizing & planning, especially where the business growth opportunities need a national foot-print and demand multi-locational large operations. Apart from this his skill sets encompass in the fields of service delivery Corporate Sales (Key and Major Account acquisition & management), Customer Care, Talent Acquisition, Training & People Development. Most of his tenure has been with the esteemed Aditya Birla Group (Idea Cellular and Birla Sun Life Insurance). He has also been instrumental in scaling telecom infrastructure venture with a national infra-foot print.

Mr. Sanjay Dighe was brought in as the Director of the company on December 08, 2010, where in his was instrumental in reshaping the company & developing the business strategy & plan for the company's future development. His ability to foresee the business opportunity, Industry growth, impact of global developments on the sector was key to the growth of this company. His focus to plan & execute the strategies to achieving the year on year growth have been crucial during the years of his leadership. His vision of diversification in the engineering but relevant sectors, developing internal processes to focus on enhanced customer experience, good governance, transparency, accountability, meritocracy & people development have been key in the growth journey of the Company.

He is also member of Audit Committee, Stakeholders' Relationship Committee, Risk Management Committee, Tender Committee, Finance Committee, Corporate Social Responsibility Committee and QIP Committee of the Company. |
| Date of first appointment on Board | December 08, 2010 |
| Terms of re-appointment | Re-appointment as a Whole-time Director and Chief Executive Officer for 3 years |
| Relationship with other director/Manager and other KMP | NIL |
| Names of other listed entities in which the Director also holds directorship and the membership of Committees of the Board, if any, along with names of listed entities from which the Director has resigned in the past three years | NIL |

Particulars Details
Membership/Chairmanship of Committees, in the Company 1. Audit Committee, Membership
2. Stakeholders’ Relationship Committee, Membership
3. Risk Management Committee, Membership
4. Corporate Social Responsibility Committee, Membership
5. Finance Committee, Membership
6. Tender Committee, Membership
7. QIP Committee, Membership
Shareholding in the Company in the listed entity, including shareholding as a beneficial owner 2
Number of Board meetings attended in 2025-26 and in the current Financial Year till the date of Notice of Postal Ballot 1) Number of Board meetings attended in 2025-26 – 7 meetings.
2) Number of Board meetings attended in the current Financial Year 2026-27 till the date of Notice of Postal Ballot - 1 meeting.
Remuneration last drawn ₹1,85,25,017/- p.a.
Terms and conditions of appointment As per letter of appointment and service agreement

Interest of Directors/KMP

Except Mr. Sanjay Suryakant Dighe, being the appointee, none of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the proposed resolution.

The draft Service Agreement proposed to be entered into between the Company and Mr. Sanjay Suryakant Dighe and other relevant documents are available for inspection by the members electronically during the postal ballot period.

The Board recommends the resolution set out in the Notice at Item No. 2 for approval of the members as a Special Resolution.

Accordingly, the consent of the members is sought for passing the Special Resolution for re-appointment of Mr. Sanjay Suryakant Dighe as Whole-Time Director and Chief Executive Officer of the Company for the period from September 15, 2026 to September 14, 2029.

Item No. 3

Accordingly, the present term of Mr. Pravin Ramesh Lad as a Whole-time Director of the Company shall expire on September 14, 2026.

The Board of Directors of the Company ("Board"), at its meeting held on Thursday, May 07, 2026, based on the recommendation of the Nomination, Remuneration and Compensation Committee, has approved the re-appointment of Mr. Pravin Ramesh Lad (DIN: 01710743) as a Whole-time Director of the Company for a period of three (3) years with effect from September 15, 2026 to September 14, 2029, subject to the approval of the members.

Brief Profile & Justification

Mr. Pravin Ramesh Lad holds a bachelor's degree in Management Studies with specialisation in Human Resource Management and an Executive Master's degree in Business with specialisation in Operations Management. He has extensive experience across multiple functional areas of the business including operations, customer relationship management, legal compliances, industrial relations and public relations. He has been associated with the Company since October 15, 2009 and has played a key role in strengthening customer retention and operational efficiency of the Company.

Considering his experience, expertise and continued contribution to the Company, the Board is of the opinion that his re-appointment would be in the best interest of the Company.

The Nomination, Remuneration and Compensation Committee, after evaluating his performance, leadership capabilities, industry knowledge and contribution to the growth of the Company, recommended his re-appointment. The proposed remuneration is in line with the Nomination and Remuneration Policy of the Company.

Key Terms of Re-Appointment and Remuneration

Particulars Details
Designation Whole-time Director
Tenure Three (3) years commencing from September 15, 2026 to September 14, 2029
Liable to Retire by Rotation Yes
Remuneration The appointee shall be entitled to remuneration by way of salary, allowances, perquisites, benefits, and retiral benefits in such manner and in such proportion as may be determined by the Board of Directors, based on the recommendation of the Nomination, Remuneration and Compensation Committee, from time to time, provided that the aggregate remuneration payable to the appointee shall not exceed ₹2,11,44,952/- (Rupees Two Crores Eleven Lakhs Forty-Four Thousand Nine Hundred Fifty-Two only) per annum, during the tenure of appointment, subject to the provisions of the Companies Act, 2013 and applicable rules made thereunder.
Annual revisions/increment(s) in remuneration, effective from April 01 of each year, may be approved by the Board of Directors based on the recommendation of the Nomination, Remuneration and Compensation Committee, taking into consideration the individual performance of the appointee, industry/market benchmarks and the overall performance of the Company, subject always to the aforesaid maximum ceiling.
Within the aforesaid maximum ceiling, the Board of Directors shall, on the recommendation of the Nomination, Remuneration and Compensation Committee, have authority to determine, revise, allocate, vary or restructure the remuneration payable for any financial year or part thereof during the tenure, having regard to individual performance, the overall performance of the Company and such other factors as may be considered appropriate.
The overall managerial remuneration payable shall be subject to Section 197 read with Schedule V of the Companies Act, 2013, as amended from time to time.
Medical Benefits As per the scheme of Insurance of the Company
Other allowances, benefits and perquisites As per Company Policy and the Agreement to be entered with Mr. Pravin Ramesh Lad
Minimum Remuneration In the event of absence or inadequacy of profits in any financial year during the tenure of appointment of Mr. Pravin Ramesh Lad, the Company may pay remuneration to him as minimum remuneration, in accordance with the provisions of Schedule V to the Companies Act, 2013, or any statutory modification(s) or re-enactment thereof for the time being in force, subject to such approvals as may be required.
Sitting Fees Mr. Pravin Ramesh Lad will not be paid any sitting fees for attending the meetings of the Board of Directors or Committees thereof.

The existing remuneration of Mr. Pravin Ramesh Lad, as approved by the members at the Extra-Ordinary General Meeting held on September 18, 2023, shall continue to be applicable up to September 14, 2026. The revised remuneration as set out herein shall be effective from September 15, 2026, subject to approval of the members.

Mr. Pravin Ramesh Lad satisfies the conditions prescribed under Part I of Schedule V and Section 196(3) of the Companies Act, 2013 for his re-appointment as a Whole-time Director. He is not disqualified from being appointed as a Director under Section 164 of the Act and has confirmed that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India or any other authority. Necessary consents, declarations and confirmations as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and other applicable regulations have been received.

Approval of the members by way of Special Resolution is being sought pursuant to the provisions of Sections 196, 197 and other applicable provisions of the Companies Act, 2013 read with Schedule V thereto, inter alia, to enable payment of minimum remuneration to Mr. Pravin Ramesh Lad in the event of absence or inadequacy of profits during the tenure of his appointment.

It is clarified that Mr. Pravin Ramesh Lad is not a promoter or a member of the promoter group of the Company and accordingly the provisions of Regulation 17(6)(e) of the SEBI Listing Regulations are not applicable.

Additional Information as required under Schedule V of the Companies Act, 2013

I. General Information

  1. Date or expected date of commencement of commercial production - Not Applicable, as the Company is an existing operating company since 2000.

  2. Financial performance based on audited financial statements

II. Information about the Appointee:

  1. Background details

Mr. Pravin Ramesh Lad is the Whole-time Director of the Company. Additional details of background of the appointee have been furnished under Item No. 3 of Explanatory Statement to this Notice.

  1. Past remuneration

Mr. Pravin Ramesh Lad is drawing remuneration as approved by the members at the Extra-Ordinary General Meeting held on September 18, 2023.

  1. Recognition or awards - None.

  2. Job profile and his suitability

Additional details of job profile & suitability of the appointee have been furnished under Item No. 3 of Explanatory Statement to this Notice.

  1. Remuneration proposed

The proposed remuneration has been detailed in the Resolution No. 3 for approval of the members. The aforesaid proposed remuneration shall be paid as minimum remuneration in case of loss or inadequacy of profits in relevant year during his tenure.

  1. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person;

The proposed remuneration is commensurate with the size, scale and complexity of the Company's operations, the industry benchmarks and the responsibilities shouldered by Mr. Pravin Ramesh Lad.

  1. Pecuniary relationship, directly or indirectly, with the Company or relationship with the managerial personnel, if any.

Mr. Pravin Ramesh Lad is a Whole-time Director, holding 2 equity shares of face value of ₹10 each in the Company and, apart from the proposed remuneration and such shareholding, he does not have any other pecuniary relationship with the Company, its Directors or Key Managerial Personnel.

  1. Reasons of loss or inadequate profits

The Company is currently profitable; however, this approval is being sought as an enabling approval in terms of Schedule V of the Companies Act, 2013, to ensure continuity of managerial remuneration in the event of absence or inadequacy of profits in any financial year during the tenure of appointment. The Company's profitability may be impacted due to factors such as industry competition, expansion of operations, and macro-economic conditions affecting the sector.

  1. Steps taken or proposed to be taken for improvement

The Company continues to focus on expansion of service offerings, operational efficiency, strengthening client relationships, adoption of technology-driven solutions, cost optimisation and strategic growth initiatives. The Board of directors of the Company has approved a robust business plan to improve the business and profitability of the Company.

  1. Expected increase in productivity and profits in measurable terms

With the implementation of the above strategic initiatives, the Company expects improvement in operational performance and profitability over the coming years.

The details of remuneration payable to Directors, including Mr. Pravin Ramesh Lad, are disclosed in the Corporate Governance Report forming part of the Annual Report of the Company in accordance with the applicable provisions of the SEBI Listing Regulations.

The details required under Regulations 36(3) of The SEBI Listing Regulations and Secretarial Standard -2 are tabulated below:

Particulars Details
Name of Director Mr. Pravin Ramesh Lad
DIN 01710743
Age 50 years
Qualification Executive Masters in Business Administration – Operation Management and Bachelors in Management Studies
Particulars Details
Brief profile including expertise in functional areas and experience Mr. Pravin Ramesh Lad obtained his bachelor's degree in management studies with a specialisation in human resource management from the Indian School of Business Management & Administration in 2011 and his executive master's degree in business with a specialisation in operation management from the Indian School of Business Management & Administration in 2013. He has managed key roles in the organisation and therefore adapt in almost all the industry functions. He has played a key role in retention of existing customers and collecting dues from satisfied customers along with managing responsibilities for legal compliances, industrial and public relations. He has been associated with our Company as a Director since October 15, 2009 and also Chairperson of Board's Tender Committee and Finance Committee of the Company.
Date of first appointment on Board October 15, 2009
Terms of re-appointment Re-appointment as a Whole-time Director for 3 years
Relationship with other director/Manager and other KMP NIL
Names of other listed entities in which the Director also holds directorship and the membership of Committees of the Board, if any, along with names of listed entities from which the Director has resigned in the past three years NIL
Membership/Chairmanship of Committees, in the Company 1. Finance Committee, Chairmanship
2. Tender Committee, Chairmanship
Shareholding in the Company in the listed entity, including shareholding as a beneficial owner 2
Number of Board meetings attended in 2025-26 and in the current Financial Year till the date of Notice of Postal Ballot 1. Number of Board meetings attended in 2025-26 – 7 meetings.
2. Number of Board meetings attended in the current Financial Year 2026-27 till the date of Notice of Postal Ballot - 1 meeting.
Remuneration last drawn ₹1,47,81,469/- p.a.
Terms and conditions of appointment As per letter of appointment and service agreement

Except Mr. Pravin Ramesh Lad, being the appointee, none of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the proposed resolution.

The draft Service Agreement proposed to be entered into between the Company and Mr. Pravin Ramesh Lad and other relevant documents are available for inspection by the members electronically during the postal ballot period.

The Board recommends the resolution set out in the Notice at Item No. 3 for approval of the members as a Special Resolution.

Accordingly, the consent of the members is sought for passing the Special Resolution for re-appointment of Mr. Pravin Ramesh Lad as Whole-Time Director of the Company for the period from September 15, 2026 to September 14, 2029.

Item No. 4

Accordingly, the present term of Mr. Shubham Prasad Lad as a Whole-time Director of the Company shall expire on September 14, 2026.

The Board of Directors of the Company ("Board"), at its meeting held on Thursday May 07, 2026, based on the recommendation of the Nomination, Remuneration and Compensation Committee, has approved the re-appointment of Mr. Shubham Prasad Lad (DIN: 07557584) as a Whole-time Director of the Company for a further period of three (3) years commencing from September 15, 2026 up to September 14, 2029, subject to approval of the members.

Mr. Shubham Prasad Lad holds a degree in Master of Science in International Management (Marketing) from Royal Holloway, University of London and a BA in Business Management (HRM) from the University of Westminster, UK. He has been associated with the Company since March 05, 2019.

He has been actively involved in managing key operational and strategic functions of the Company and has contributed significantly to business growth, process improvements and expansion initiatives. Considering his experience, leadership capabilities and continued contribution, the Board is of the opinion that his re-appointment is in the best interest of the Company.

Terms of Appointment & Remuneration

Particulars Details
Designation Whole-time Director
Tenure Three (3) years commencing from September 15, 2026 to September 14, 2029
Liable to Retire by Rotation Yes
Remuneration The appointee shall be entitled to remuneration by way of salary, allowances, perquisites, benefits and retiral benefits in such manner and in such proportion as may be determined by the Board of Directors, based on the recommendation of the Nomination, Remuneration and Compensation Committee, from time to time, provided that the aggregate remuneration payable to the appointee shall not exceed ₹99,23,453/- (Rupees Ninety-Nine Lakhs Twenty-Three Thousand Four Hundred Fifty-Three only), during the tenure of appointment, subject to the provisions of the Companies Act, 2013 and applicable rules made thereunder.
Annual revisions/increment(s) in remuneration, effective from April 01 of each year, may be approved by the Board of Directors based on the recommendation of the Nomination, Remuneration and Compensation Committee, taking into consideration the individual performance of the appointee, industry/market benchmarks and the overall performance of the Company, subject always to the aforesaid maximum ceiling.
Within the aforesaid maximum ceiling, the Board of Directors shall, on the recommendation of the Nomination, Remuneration and Compensation Committee, have authority to determine, revise, allocate, vary or restructure the remuneration payable for any financial year or part thereof during the tenure, having regard to individual performance, the overall performance of the Company and such other factors as may be considered appropriate.
The overall managerial remuneration payable shall be subject to Section 197 read with Schedule V of the Companies Act, 2013 and applicable provisions of the SEBI Listing Regulations, as amended from time to time.
Medical Benefits As per the scheme of Insurance of the Company
Particulars Details
Other allowances, benefits and perquisites As per Company Policy and the Agreement to be entered with Mr. Shubham Prasad Lad
Minimum Remuneration In the event of absence or inadequacy of profits in any financial year during the tenure of appointment of Mr. Shubham Prasad Lad, the Company may pay remuneration to him as minimum remuneration, in accordance with the provisions of Schedule V to the Companies Act, 2013, or any statutory modification(s) or re-enactment thereof for the time being in force, subject to such approvals as may be required.
Sitting Fees Mr. Shubham Prasad Lad will not be paid any sitting fees for attending the meetings of the Board of Directors or Committees thereof.

The existing remuneration of Mr. Shubham Prasad Lad, as approved by the members at the Extra-Ordinary General Meeting held on September 18, 2023, shall continue to be applicable up to September 14, 2026. The revised remuneration as set out herein shall be effective from September 15, 2026, subject to approval of the members.

Mr. Shubham Prasad Lad satisfies the conditions prescribed under Part I of Schedule V and Section 196(3) of the Companies Act, 2013 for his re-appointment as a Whole-time Director. He is not disqualified from being appointed as a Director under Section 164 of the Act and has confirmed that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India or any other authority. Necessary consents, declarations and confirmations as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and other applicable regulations have been received.

Pursuant to Regulation 17(6)(e) of SEBI Listing Regulations, the fees or compensation payable to executive directors who are promoters or members of the promoter group requires approval of the Shareholders by way of Special Resolution, if:

  1. the annual remuneration payable exceeds ₹5 crore or 2.5% of the net profits of the listed entity, whichever is higher; or
  2. where there is more than one such director, the aggregate annual remuneration exceeds 5% of the net profits of the listed entity.

Since Mr. Shubham Prasad Lad is a promoter and the proposed remuneration may exceed the thresholds specified under Regulation 17(6)(e) of SEBI Listing Regulations, approval of the members by way of Special Resolution is being sought. Further, there are more than one such executive directors who are promoters or members of the promoter group and the aggregate annual remuneration payable to all such executive directors exceeds 5 per cent of the net profits, accordingly, approval of Shareholders is being sought by way of Special Resolution.

Further, approval of members by way of Special Resolution is also required under Schedule V of the Companies Act, 2013 for payment of remuneration to managerial personnel in excess of prescribed limits in case of inadequacy of profits.

  1. Date or expected date of commencement of commercial production - Not Applicable, as the Company is an existing operating company since 2000.
  2. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus - Not Applicable.

  3. Financial performance based on audited financial statements
    (₹ in Millions)

II. Information about the Appointee:

  1. Background details:

Mr. Shubham Prasad Lad is the Whole-time Director of the Company. Additional details of background of the appointee have been furnished under Item No. 4 of Explanatory Statement to this Notice.

  1. Past remuneration:

Mr. Shubham Prasad Lad is drawing remuneration as approved by the members at the Extra-Ordinary General Meeting held on September 18, 2023.

  1. Recognition or awards – None.

  2. Job profile and his suitability:

Additional details of job profile & suitability of the appointee have been furnished under Item No. 4 of Explanatory Statement to this Notice.

  1. Remuneration proposed:

The proposed remuneration has been detailed in the Resolution No. 4 for approval of the members. The aforesaid proposed remuneration shall be paid as minimum remuneration in case of loss or inadequacy of profits in relevant year during his tenure.

  1. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person:

The proposed remuneration is commensurate with the size, scale and complexity of the Company's operations, the industry benchmarks and the responsibilities shouldered by Mr. Shubham Prasad Lad.

  1. Pecuniary relationship directly or indirectly with the Company or relationship with the managerial personnel, if any

Mr. Shubham Prasad Lad is a Promoter and a Whole-time Director of the Company, holding 2 equity shares of face value of ₹10 each in the Company.

He is the son of Mrs. Neeta Prasad Lad and brother of Ms. Saily Prasad Lad, who are also Directors of the Company. Apart from the remuneration proposed and shareholding in the Company, he does not have any other pecuniary relationship with the Company.

  1. Reasons of loss or inadequate profits

The Company is currently profitable; however, this approval is being sought as an enabling approval in terms of Schedule V of the Companies Act, 2013, to ensure continuity of managerial remuneration in the event of absence or inadequacy of profits in any financial year during the tenure of appointment. The Company's profitability may be impacted due to factors such as industry competition, expansion of operations, and macro-economic conditions affecting the sector.

Krystal Integrated Services Limited
29

  1. Steps taken or proposed to be taken for improvement

The Company continues to focus on expansion of service offerings, operational efficiency, strengthening client relationships, adoption of technology-driven solutions, cost optimisation and strategic growth initiatives. The Board of directors of the Company has approved a robust business plan to improve the business and profitability of the Company.

  1. Expected increase in productivity and profits in measurable terms

With the implementation of the above strategic initiatives, the Company expects improvement in operational performance and profitability over the coming years.

IV. Disclosures

The details of remuneration payable to Directors, including Mr. Shubham Prasad Lad, are disclosed in the Corporate Governance Report forming part of the Annual Report of the Company in accordance with the applicable provisions of the SEBI Listing Regulations.

The details required under Regulations 36(3) of the SEBI Listing Regulations and Secretarial Standard-2 are tabulated below:

Particulars Details
Name of Director Mr. Shubham Prasad Lad
DIN 07557584
Age 30 years
Qualification Masters of Science in International Management and BA in Business Management - HRM
Brief profile including expertise in functional areas and experience Mr. Shubham Lad has completed Masters of Science in International Management (Marketing) from Royal Holloway and Bedford New College, University of London and BA in Business Management - HRM from University of Westminster, UK He is dynamic and young professional with passion to offer various quality and process oriented services to customer. His entrepreneurial acumen and vision will take the Company to new heights. He has been associated with our Company since March 05, 2019.
Date of first appointment on Board March 05, 2019
Terms of re-appointment Re-appointment as Whole-time Director for 3 years
Relationship with other director/Manager and other KMP Son of Mrs. Neeta Prasad Lad and Brother of Ms. Sally Prasad Lad who are Directors of the Company
Names of other listed entities in which the Director also holds directorship and the membership of Committees of the Board, if any, along with names of listed entities from which the Director has resigned in the past three years NIL
Membership/Chairmanship of Committees, in the Company 1. Finance Committee, Membership
2. Tender Committee, Membership
Shareholding in the Company in the listed entity, including shareholding as a beneficial owner 2
Particulars Details
Number of Board meetings attended in 2025-26 and in the current Financial Year till the date of Notice of Postal Ballot 1. Number of Board meetings attended in 2025-26 – 6 meetings.
2. Number of Board meetings attended in the current Financial Year 2026-27 till the date of Notice of Postal Ballot - 1 meeting.
Remuneration last drawn ₹69,37,032/- p.a.
Terms and conditions of appointment As per letter of appointment and service agreement

Except Mr. Shubham Prasad Lad, being the appointee, and his relatives Mrs. Neeta Prasad Lad and Ms. Saily Prasad Lad, none of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, in the proposed resolution. Relatives of Mr. Shubham Prasad Lad may also be deemed to be interested in the said resolution to the extent of their respective shareholdings, if any, in the Company.

The draft Service Agreement proposed to be entered into between the Company and Mr. Shubham Prasad Lad and other relevant documents are available for inspection by the members electronically during the postal ballot period.

The Board recommends the resolution set out in the Notice at Item No. 4 for approval of the members as a Special Resolution.

Accordingly, the consent of the members is sought for passing the Special Resolution for re-appointment of Mr. Shubham Prasad Lad as Whole-Time Director of the Company for the period from September 15, 2026 to September 14, 2029.

Item No. 05

Accordingly, the present term of Ms. Saily Prasad Lad as a Whole-time Director of the Company shall expire on September 14, 2026.

The Board of Directors of the Company ("Board"), at its meeting held on Thursday, May 07, 2026 based on the recommendation of the Nomination, Remuneration and Compensation Committee, has approved the re-appointment of Ms. Saily Prasad Lad (DIN: 05336504) as a Whole-time Director of the Company for a further period of three (3) years commencing from September 15, 2026 up to September 14, 2029, subject to approval of the members.

Ms. Saily Prasad Lad holds a Diploma in Business from Nottingham Trent University. She has been associated with the Company since October 20, 2015. She has played a key role in establishing and scaling the Electrical Low Voltage (ELV) and smart city solutions vertical, including integrated electronic security and surveillance systems.

She has successfully led strategic collaborations with several reputed organisations across the technology, engineering and electronics sectors. Considering her technical expertise, leadership capabilities and significant contribution to the Company's growth and diversification, the Board is of the view that her continued association as Whole-time Director is in the best interest of the Company.

The Nomination, Remuneration and Compensation Committee, after evaluating her performance, leadership capabilities, industry knowledge and contribution to the growth of the Company, recommended her re-appointment. The proposed remuneration is in line with the Nomination and Remuneration Policy of the Company.

Krystal Integrated Services Limited
31

Key Terms of Re-Appointment and Remuneration

The existing remuneration of Ms. Saily Prasad Lad, as approved by the members at the Extra-Ordinary General Meeting held on September 18, 2023, shall continue to be applicable up to September 14, 2026. The revised remuneration as set out herein shall be effective from September 15, 2026, subject to approval of the members.

Ms. Saily Prasad Lad satisfies the conditions prescribed under Part I of Schedule V and Section 196(3) of the Companies Act, 2013 for her re-appointment as Whole-time Director. She is not disqualified from being appointed as a Director under Section 164 of the Act and has confirmed that she is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India or any other authority.

Necessary consents, declarations and confirmations as required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and other applicable regulations have been received.

Pursuant to Regulation 17(6)(e) of the SEBI Listing Regulations, the fees or compensation payable to executive directors who are promoters or members of the promoter group requires approval of the Shareholders by way of Special Resolution, if:

  1. the annual remuneration payable exceeds ₹5 crores or 2.5% of the net profits of the listed entity, whichever is higher; or
  2. where there is more than one such director, the aggregate annual remuneration exceeds 5% of the net profits of the listed entity.

Since Ms. Saily Prasad Lad is a promoter and the proposed remuneration may exceed the thresholds specified under Regulation 17(6)(e), approval of the members by way of Special Resolution is being sought. Further, there are more than one such executive directors who are promoters or members of the promoter group and the aggregate annual remuneration payable to all such executive directors exceeds 5 per cent of the net profits, accordingly, approval of Shareholders is being sought by way of Special Resolution.

  1. Background details

Ms. Saily Prasad Lad is the Whole-time Director of the Company. Additional details of background of the appointee have been furnished under Item No. 5 of Explanatory Statement to this Notice.

  1. Past remuneration

Ms. Saily Prasad Lad is drawing remuneration/professional fees as approved by the members at the Extra-Ordinary General Meeting held on September 18, 2023.

  1. Recognition or awards – None.

  2. Job profile and her suitability

Additional details of job profile & suitability of the appointee have been furnished under Item No. 5 of Explanatory Statement to this Notice.

  1. Professional Fees / Remuneration proposed

The proposed professional fees / remuneration has been detailed in the Resolution No. 5 for approval of the members. The aforesaid proposed professional fees / remuneration shall be paid as minimum professional fees/ remuneration in case of loss or inadequacy of profits in relevant year during his tenure.

  1. Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person:

The proposed professional fees/remuneration is commensurate with the size, scale and complexity of the Company's operations, the industry benchmarks and the responsibilities shouldered by Ms. Saily Prasad Lad.

  1. Pecuniary relationship directly or indirectly with the Company or relationship with the managerial personnel, if any

Ms. Saily Prasad Lad is a Promoter and a Whole-time Director of the Company holding 2 equity shares of face value of ₹10 each in the Company.

She is the daughter of Mrs. Neeta Prasad Lad and sister of Mr. Shubham Prasad Lad, who are also Directors of the Company. Apart from the professional fees/remuneration proposed and shareholding in the Company, she does not have any other pecuniary relationship with the Company.

III. Other Information:

  1. Reasons for loss or inadequate profits

The details of professional fees / remuneration payable to Directors, including Ms. Saily Prasad Lad, are disclosed in the Corporate Governance Report forming part of the Annual Report of the Company in accordance with the applicable provisions of the SEBI Listing Regulations.

The details required under Regulations 36(3) of the SEBI Listing Regulations and Secretarial Standard -2 are tabulated below:

Particulars Details
Name of Director Ms. Saily Prasad Lad
DIN 05336504
Age 34 years
Qualification Diploma in Business
Brief profile including expertise in functional areas and experience Ms. Saily Prasad Lad has completed her Diploma in Business from Nottingham Trent University. She started the Electrical Low Voltage (ELV) vertical with includes supply of integrated Electronic Security, and various system under smart city and city surveillance security, surveillance and smart city vertical of the Company. With a vision to grow ELV business she has managed to get strategic tie up with several reputed organisations across the technology, engineering and electronics sectors. She has been associated with our Company since October 20, 2015.
Date of first appointment on Board October 20,2015
Terms of re-appointment Re-appointment as a Whole-time Director for 3 years
Relationship with other director/Manager and other KMP Daughter of Mrs. Neeta Prasad Lad and Sister of Mr. Shubham Prasad Lad who are Directors of the Company
Names of other listed entities in which the Director also holds directorship and the membership of Committees of the Board, if any, along with names of listed entities from which the Director has resigned in the past three years NIL
Membership/Chairmanship of Committees, in the Company NIL
Shareholding in the Company in the listed entity, including shareholding as a beneficial owner 2
Number of Board meetings attended in 2025-26 and in the current Financial Year till the date of Notice of Postal Ballot 1. Number of Board meetings attended in 2025-26 – 6 meetings.
2. Number of Board meetings attended in the current Financial Year 2026-27 till the date of Notice of Postal Ballot - 1 meeting.
Remuneration last drawn ₹26,06,256/- p.a.
Terms and conditions of appointment As per letter of appointment and service agreement

Except Ms. Saily Prasad Lad, being the appointee, and her relatives Mr. Shubham Prasad Lad and Mrs. Neeta Prasad Lad, none of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, in the proposed resolution. Relatives of Ms. Saily Prasad Lad may also be deemed to be interested in the said resolution to the extent of their respective shareholdings, if any, in the Company.

The draft Service Agreement proposed to be entered into between the Company and Ms. Saily Prasad Lad and other relevant documents are available for inspection by the members electronically during the postal ballot period.

The Board recommends the resolution set out in the Notice at Item No. 5 for approval of the members as a Special Resolution.

Accordingly, the consent of the members is sought for passing the Special Resolution for re-appointment of Ms. Saily Prasad Lad as Whole-Time Director of the Company for the period from September 15, 2026 to September 14, 2029.

Item No. 06

Accordingly, the present term of Mr. Prasad Minesh Lad as a Chief Mentor of the Company shall expire on September 14, 2026.

Mr. Prasad Minesh Lad is the Husband of Mrs. Neeta Prasad Lad, Director of the Company and Father of Mr. Shubham Prasad Lad and Ms. Saily Prasad Lad, Directors of the Company. Accordingly, he qualifies as a related party under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The proposed re-appointment and payment of remuneration for holding an office or place of profit is covered under Section 188(1)(f) of the Companies Act, 2013 and also qualifies as a Related Party Transaction (RPT) under Regulation 23 of the SEBI Listing Regulations.

Brief Profile of Mr. Prasad Minesh Lad

Mr. Prasad Minesh Lad is the Promoter of the Company. He holds a MBA degree in Human Resource Management from the Indian School of Business Management & Administration. Mr. Prasad Minesh Lad has extensive experience in business strategy, industry leadership, and infrastructure and facility management sectors. He has been associated with the Company in a mentoring capacity and has contributed significantly towards strategic planning and long-term vision setting, business expansion and market positioning, advisory support to senior management and strengthening operational efficiencies and leadership development.

Given the Company's continued growth and expansion into integrated facility management and smart infrastructure solutions, the Board believes that his continued association as Chief Mentor will provide valuable strategic guidance and leadership support.

The role of Chief Mentor is advisory and strategic in nature, distinct from executive management, and is critical for ensuring continuity in leadership and achieving long-term business objectives. The material terms of re-appointment are as follows:

Sr. No. Particulars Details
i. Designation: Chief Mentor
ii. Tenure: 3 years commencing from September 15, 2026 to September 14, 2029
iii. Nature of Role: Advisory and strategic (non-executive)
iv. Remuneration: The appointee shall be entitled to remuneration, in such manner and in such proportion as may be determined by the Board of Directors, based on the recommendation of the Nomination, Remuneration and Compensation Committee and Audit Committee, from time to time, provided that the aggregate remuneration payable shall not exceed ₹1,11,07,194/- (Rupees One Crore Eleven Lakhs Seven Thousand One Hundred Ninety-Four only) per month (inclusive of salary, perquisites, allowances and other benefits), during the tenure of appointment.
Annual increment(s) in remuneration, effective from April 01 of each year, may be approved by the Board of Directors based on the recommendation of the Nomination, Remuneration and Compensation Committee and Audit Committee. Within the aforesaid maximum ceiling, the Board of Directors shall, on the recommendation of the Nomination, Remuneration and Compensation Committee and Audit Committee, have authority to determine, revise, allocate, vary or restructure the remuneration payable for any financial year or part thereof during the tenure.

The existing remuneration of Mr. Prasad Minesh Lad, as approved by the members at the Extra-Ordinary General Meeting held on September 18, 2023, shall continue to be applicable up to September 14, 2026. The revised remuneration as set out herein shall be effective from September 15, 2026, subject to approval of the members.

The Company has in place a robust process for evaluation of related party transactions. The Audit Committee has reviewed the proposed transaction and noted that the remuneration is commensurate with the qualifications, experience, role of Mr. Prasad Minesh Lad and comparable industry benchmarks for similar strategic advisory roles have been considered. The transaction is in the ordinary course of business and on an arm's length basis, to the extent applicable. Accordingly, the Audit Committee and the Board are of the view that the proposed transaction is fair, reasonable and in the best interest of the Company.

Considering the quantum of remuneration, the transaction qualifies as a material related party transaction under Regulation 23 of the SEBI Listing Regulations. Accordingly, approval of the members is sought by way of an Ordinary Resolution and all related parties shall abstain from voting on this resolution.

The transaction has been reviewed and recommended by the Audit Committee. The Company shall make necessary disclosures in its Corporate Governance Report and Financial Statements. Relevant documents, including the draft terms of appointment, are available for inspection by the members electronically during the postal ballot period.

Except Mr. Prasad Minesh Lad, being the appointee, and his relatives, namely Mrs. Neeta Prasad Lad, Ms. Saily Prasad Lad and Mr. Shubham Prasad Lad, none of the Directors or Key Managerial Personnel of the Company and their relatives, are concerned or interested in this resolution. Mr. Prasad Minesh Lad is the husband of Mrs. Neeta Prasad Lad and Father of Ms. Saily Prasad Lad and Mr. Shubham Prasad Lad.

The Board recommends the resolution set out at Item No. 6 for approval of the members as an Ordinary Resolution.

Accordingly, the consent of the members is sought for passing the Ordinary Resolution for re-appointment of Mr. Prasad Minesh Lad as Chief Mentor of the Company for a period of 3 years from September 15, 2026 to September 14, 2029.

Additional disclosures pursuant to Regulation 23 of SEBI Listing Regulations read with applicable SEBI Industry Standards on Related Party Transactions are provided below:

Sr. No. Particulars Details
1 Name of the Related Party Mr. Prasad Minesh Lad
2 Relationship with the Company Promoter; Husband of Mrs. Neeta Prasad Lad (Director) and father of Mr. Shubham Prasad Lad and Ms. Saily Prasad Lad (Directors)
3 Nature of Transaction Appointment to hold an office or place of profit as Chief Mentor and payment of remuneration
4 Type of Related Party Transaction Material Related Party Transaction
5 Nature, Material Terms and Particulars of the Contract/Arrangement Re-appointment as Chief Mentor for a period of 3 years from September 15, 2026 to September 14, 2029
6 Tenure of appointment Three (3) years
7 Remuneration Upto ₹1,11,07,194/- per month
8 Percentage of Company's Annual Consolidated Turnover 1.04%
9 Percentage of Company's Net Worth 2.67%
Sr. No. Particulars Details
10 Justification for the Transaction Considering his extensive industry experience in the facility management and infrastructure sector, coupled with his strategic advisory role as Chief Mentor, the proposed transaction is expected to create substantial and sustainable long-term value for the Company. His association with the Company is anticipated to strengthen the Company's strategic direction, operational capabilities, and overall business positioning in a competitive and evolving market environment.

With significant experience in managing and advising businesses in the infrastructure and facility management domain, he brings valuable industry-specific insights, market intelligence, and a strong understanding of operational and commercial dynamics. His guidance is expected to assist the management in identifying emerging business opportunities, evaluating expansion strategies, enhancing service delivery standards, and improving organizational efficiencies across key operational areas.

The proposed re-appointment is anticipated to provide the Company with continuous access to strategic counsel in areas such as business growth planning, operational optimization, risk management, market expansion and wealth creation. |
| 11 | Whether Transaction is at Arm's Length | Yes |
| 12 | Whether Transaction is in Ordinary Course of Business | Yes |
| 13 | Details of Approval by Audit Committee | Approved by the Audit Committee at its meeting held on Thursday, May 07, 2026 |
| 14 | Details of Approval by Board | Approved by the Board of Directors at its meeting held on Thursday, May 07, 2026 |
| 15 | Any Advance Paid or Received | NIL |
| 16 | Manner of Determining Pricing | Based on qualifications, experience, role, responsibilities and industry benchmarks for similar advisory positions |
| 17 | Any Other Information Relevant or Important | The transaction is subject to approval of members. All related parties shall abstain from voting |

Item No. 07

Accordingly, the present term of Mrs. Surekha Pravin Lad as a Manager – CMD Desk of the Company will expire on September 14, 2026.

Mrs. Surekha Pravin Lad is the wife of Mr. Pravin Ramesh Lad, Director of the Company, and is therefore a related party under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The proposed appointment and payment of remuneration for holding an office or place of profit is covered under Section 188(1)(f) of the Companies Act, 2013 and also qualifies as a Related Party Transaction (RPT) under Regulation 23 of the SEBI Listing Regulations.

Brief Profile of Mrs. Surekha Pravin Lad

Mrs. Surekha Pravin Lad has overall 16 years of experience. She is associated with the Company since April 2010. In her current role, she is responsible for providing operational inputs and MIS to the management related to Business Operations, handling responsibilities at the CMD Desk, including coordination with senior management, administrative and operational support to leadership, assisting in execution of strategic and business initiatives.

Considering her experience, familiarity with the Company's operations, and the nature of responsibilities handled, the Board is of the view that her continued association is beneficial for the Company. The material terms of re-appointment are as follows:

Sr. No. Particulars Details
i. Designation: Manager – CMD Desk
ii. Tenure: 3 years commencing from September 15, 2026 to September 14, 2029
iii. Nature of Role: operational inputs and MIS
iv. Remuneration: The appointee shall be entitled to remuneration, in such manner and in such proportion as may be determined by the Board of Directors, based on the recommendation of the Nomination, Remuneration and Compensation Committee and Audit Committee, from time to time, provided that the aggregate remuneration payable shall not exceed ₹4,21,843/- (Rupees Four Lakhs Twenty-One Thousand Eight Hundred Forty-Three only) per month (inclusive of salary, perquisites, allowances and other benefits), during the tenure of appointment.
Annual increment(s) in remuneration, effective from April 01 of each year, may be approved by the Board of Directors based on the recommendation of the Nomination, Remuneration and Compensation Committee and Audit Committee. Within the aforesaid maximum ceiling, the Board of Directors shall, on the recommendation of the Nomination, Remuneration and Compensation Committee and Audit Committee, have authority to determine, revise, allocate, vary or restructure the remuneration payable for any financial year or part thereof during the tenure.

The existing remuneration of Mrs. Surekha Pravin Lad, as approved by the members at the Extra-Ordinary General Meeting held on September 18, 2023, shall continue to be applicable up to September 14, 2026. The revised remuneration as set out herein shall be effective from September 15, 2026, subject to approval of the members.

The Company has in place a robust process for evaluation of related party transactions. The Audit Committee has reviewed the proposed transaction and noted that the remuneration is commensurate with the role and responsibilities and the transaction is in the ordinary course of business and the terms are on an arm's length basis.

Considering the quantum of remuneration, the transaction qualifies as a material related party transaction under Regulation 23 of the SEBI Listing Regulations. Accordingly, approval of the members is sought by way of an Ordinary Resolution and all related parties shall abstain from voting on this resolution.

The transaction has been reviewed and recommended by the Audit Committee and the Board. The Company shall make necessary disclosures in its Corporate Governance Report and Financial Statements. Relevant documents, including the draft terms of appointment, are available for inspection by the members electronically during the postal ballot period.

Except Mrs. Surekha Pravin Lad, being the appointee, and her relative, namely Mr. Pravin Ramesh Lad, none of the Directors or Key Managerial Personnel of the Company and their relatives are concerned or interested in this resolution. Mrs. Surekha Pravin Lad, is the wife of Mr. Pravin Ramesh Lad

The Board recommends the resolution set out at Item No. 7 for approval of the members as an Ordinary Resolution.

Accordingly, the consent of the members is sought for passing the Ordinary Resolution for re-appointment of Mrs. Surekha Pravin Lad as Manager - CMD Desk of the Company for a period of 3 years from September 15, 2026 to September 14, 2029.

Additional disclosures pursuant to Regulation 23 of SEBI Listing Regulations read with applicable SEBI Industry Standards on Related Party Transactions are provided below:

Sr. No. Particulars Details
1 Name of the Related Party Mrs. Surekha Pravin Lad
2 Relationship with the Company Wife of Mr. Pravin Ramesh Lad, Director
3 Nature of Transaction Appointment to hold an office or place of profit as Manager – CMD Desk
4 Type of Related Party Transaction Related Party Transaction (Non-material)
5 Nature, Material Terms and Particulars of the Contract/Arrangement Re-appointment for 3 years from September 15, 2026 to September 14, 2029
6 Tenure of Appointment Three (3) years
7 Remuneration Up to ₹4,21,843/- per month
8 Percentage of Company's Annual Consolidated Turnover 0.04%
9 Percentage of Company's Net Worth (approx.) 0.10%
10 Justification for the Transaction Based on role, responsibilities and experience; beneficial for operational support to senior management
11 Whether Transaction is at Arm's Length Yes
12 Whether Transaction is in Ordinary Course of Business Yes
13 Details of Approval by Audit Committee Approved at meeting held on Thursday May 07, 2026
14 Details of Approval by Board Approved at meeting held on Thursday May 07, 2026
15 Any Advance Paid or Received NIL
16 Manner of Determining Pricing Based on role, responsibilities and internal benchmarks
17 Any Other Information Relevant or Important The transaction is subject to members approval. All related parties shall abstain from voting.

By Order of the Board of Directors

For Krystal Integrated Services Limited

(Previously known as Krystal Integrated Services Private Limited)

Manishkumar Sangani

Company Secretary & Compliance Officer

Membership Number: A24871

Place: Mumbai

Date: May 07, 2026

Registered Office Address:

Krystal House 15A, 17 Shivaji Fort CHS,

Duncans Causeway Road, Mumbai, Maharashtra, India, 400 022

Corporate Office Address:

B 2001- 2002, 20th Floor Kohinoor, Square Building,

Wing B, NC Kelkar Road, Shivaji Park (Mumbai),

Maharashtra, India, 400 028

CIN: L74920MH2000PLC129827

Tel: +91 22 4353 1234, +91 22 4747 1234

Website: www.krystal-group.com