NDA Securities ltd. — Proxy Solicitation & Information Statement 2025

Dec 17, 2025

Date: 17[th] December, 2025

To,

The Manager – Listing Compliance

BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400001

Scrip Code: 511535

Subject: Notice convening the 1[st] Extra- Ordinary General Meeting of the FY 2025-26 of the Company

Reference: Regulation 30 and 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Respected Sir/Madam,

We hereby inform that the 1[st] Extra- Ordinary General Meeting of the company is scheduled to be held on Thursday, 08th January, 2026 through Video Conferencing (VC)/Other Audio-Visual Means (OAVM) in compliance with applicable circulars issued by the Ministry of Corporate Affairs and SEBI.

And for your information, enclosed herewith is the Notice of the Extra – Ordinary General Meeting of the Company for the Financial Year 2025-26.

We request you to take the above information on record.

Thanking you,

For NDA Securities Limited

SHALINI Digitally signed by SHALINI CHAUHAN CHAUHAN Date: 2025.12.17 17:40:33 +05'30' Shalini Chauhan Company Secretary and compliance officer ACS-71998

NOTICE OF THE EXTRA ORDINARY GENERAL MEETING (“EGM”) OF THE COMPANY

NOTICE is hereby given that the Extra-Ordinary General Meeting (“EGM”) of the Shareholders of “NDA Securities Limited” (the “Company”) will be held on Thursday, 8th January, 2026 at 04:00 P.M. (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to transact the following Special Business:

ORDINARY BUSINESSES:

1. TO REGULARIZE THE APPOINTMENT OF MS. KAJAL GOEL (DIN: 10634514) AS MANAGING DIRECTOR OF THE COMPANY

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution with or without modification:

“RESOLVED THAT pursuant to the provisions of Sections 152, 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), read with Schedule V to the said Act, and in accordance with the Articles of Association of the Company, the appointment of Ms. Kajal Goel (DIN: 10634514), who was appointed as an Additional Director and designated as Managing Director of the Company by the Board of Directors in the Board Meeting dated October 08, 2025, and who holds office up to the date of this General Meeting pursuant to Section 161(1) of the Companies Act, 2013, be and is hereby regularized and confirmed as Managing Director of the Company for a period of 5 (five) years, with effect from January 08, 2026, liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to determine the terms and conditions of his appointment including remuneration and to revise the same from time to time within the limits prescribed under the Companies Act, 2013 and Schedule V thereto.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to determine and revise, from time to time, the terms and conditions including remuneration of Ms. Kajal Goel, within the overall limits as prescribed under the Companies Act, 2013 and Schedule V thereto, and to do all such acts, deeds, matters and things as may be necessary or expedient to give effect to this resolution.”

2. TO REGULARIZE THE APPOINTMENT OF MR. ARUN KUMAR MISTRY (DIN: 08400132), AS WHOLE TIME DIRECTOR OF THE COMPANY

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution with or without modification:

“RESOLVED THAT pursuant to the provisions of Sections 152, 196, 197 and other applicable provisions, if any, of the Companies Act, 2013, and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and in accordance with the Articles of Association of the Company, the appointment of Mr. Arun Kumar Mistry (DIN : 08400132), who was appointed as an Additional Director and designated as Whole Time Director of the Company by the Board of Directors in the Board Meeting dated November 10, 2025, who holds office up to the date of this General Meeting in terms of Section 161(1) of the Companies Act, 2013, be and is hereby regularized and approved as Whole Time Director of the Company for a period of 5 (Five) years with effect from January 08, 2026, liable to retire by rotation .

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to determine the terms and conditions of his appointment including remuneration and to revise the same from time to time within the limits prescribed under the Companies Act, 2013 and Schedule V thereto.

RESOLVED FURTHER THAT any Director and/or the Company Secretary of the Company be and is hereby severally authorized to file the necessary forms with the Registrar of Companies and to do all such acts, deeds, matters and things as may be necessary, desirable or expedient to give effect to this resolution.”

SPECIAL BUSINESSES:

3. INCREASE IN AUTHORISED SHARE CAPITAL AND ALTERATION OF THE CAPITAL CLAUSE V IN MEMORANDUM OF ASSOCIATION OF THE COMPANY:

To consider and if thought fit, to pass with or without modification(s) the following Resolution as a Special Resolution :

“RESOLVED THAT, pursuant to the provisions of Section 13, 61 read with Section 64, read with Rule 15 of the Companies (Share Capital and Debentures) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, (including any statutory modification(s) and re-enactment(s) thereof, for the time being in force) and the rules framed thereunder, the consent of the members be and is hereby accorded to increase the Authorised Share Capital of the Company from the existing Rs. 15,00,00,000/- (Rupees Fifteen crores Only), divided into 1,50,00,000 (One Crores Fifty Lakhs) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each to Rs. 100,00,00,000/- (Rupees One hundred Crores Only), divided into 10,00,00,000 (Ten Crore) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each, ranking pari passu in all respect with the Existing Shares of the Company.”

“RESOLVED FURTHER THAT, the Memorandum of Association of the Company be altered in the following manner i.e.

V. The Authorised Share Capital of the Company is Rs. 100,00,00,000/- (Rupees One hundred Crores Only), divided into 10,00,00,000 (Ten Crore) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each.”

“RESOLVED FURTHER THAT , for the purpose of giving effect to this resolution, the Board of the Directors of the Company (hereinafter referred to as “Board” which term shall include a Committee thereof authorised for the purpose) be and is hereby authorised to take all such necessary steps and actions and give such directions as may be in its absolute discretion deemed necessary and to settle any question that may arise in this regard, without being required to seek any further consent or approval of the shareholders or otherwise and that the shareholders shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

4. TO CHANGE/ ADDITION OF OBJECTS IN OBJECT CLAUSE III OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

To consider and if thought fit, to pass, with or without modification(s), the following Resolution as a SPECIAL RESOLUTION

“RESOLVED THAT pursuant to the provisions of Section 13 of the Companies Act, 2013 (“the Act”) and the rules made thereunder, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, and other applicable provisions, if any, the Main Object Clause of the Memorandum of Association of the Company be and is hereby altered by inserting additional clauses therein, without deleting or replacing the existing objects, in the manner set out below:

a) Clause III (A) of the Memorandum of Association of the Company shall continue to be titled as ‘THE OBJECTS TO BE PURSUED BY THE COMPANY’.

b) The existing Main Objects contained in Clause III(A) be and are hereby expanded by insertion of the additional object(s) as set out in the new Clause(s) to Clause III(A), as ANNEXURE I to this Notice, which shall be read together with and in addition to the existing objects.

FURTHER RESOLVED THAT, consequent upon the insertion of the additional object clause(s) in Clause III(A), the existing Clause III(B) (Matters which are necessary for furtherance of the objects) and Clause III(C) (Other objects), if any, be and are hereby amended, modified and/or renumbered suitably, as may be required.

RESOLVED FURTHER THAT any of the Directors of the Company and the Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things as may be considered necessary, proper or expedient, including filing of requisite forms with the Ministry of Corporate Affairs and submission of documents with any other statutory or regulatory authority, for the purpose of giving effect to this resolution and to settle any questions, difficulties or doubts that may arise in this regard, without requiring any further approval of the Members of the Company.”

For NDA Securities Limited Sd/Kajal Goel Ram Gopal Jindal Managing Director Director DIN: 10634514 DIN: 06583160

Date: 17.12.2025 Place: New Delhi

NOTES:

1. The relevant Statement pursuant to the provisions of Section 102 of the Companies Act, 2013 (“Act”) read with Section 110 of the Act and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), each as amended, setting out the material facts relating to the aforesaid Resolutions and the reasons thereof is annexed hereto and forms part of this Notice.

2. The Extra-Ordinary General Meeting (“EGM”) will be held Thursday, 8th January, 2026 at 04:00 P.M. (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”), in compliance with the applicable provisions of the Companies Act, 2013 read with Ministry of Corporate Affairs’ (“MCA”) General Circular no. 14/2020 dated 8th April, 2020, MCA General Circular no. 17/2020 dated 13th April, 2020, MCA General Circular No. 20/2020 dated 5th May, 2020, MCA General Circular No. 22/2020 dated 15th June, 2020, MCA General Circular No. 02/2021 dated 13th January, 2021 and Circular No. 02/2022 dated 5th May, 2022 and SEBI Circulars dated 12th May, 2021 and 15th January, 2021, Circular No. 02/2022 dated 5th May, 2022 and 10/2022 dated 28th December, 2022 and in compliance with the provisions of the Companies Act, 2013 (“Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The deemed venue for this EGM shall be the Registered Office of the Company.

3. The Company is sending this Notice to those Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from the Depositories and the Company’s Registrars and Transfer Agent (“RTA”) as on Thursday, 1[st] January, 2026 (“Cut-Off Date”). The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date i.e., Thursday, 1[st] January, 2026.

4. Members whose e-mail addresses are registered with the Company/ RTA/ Depositories will receive the notice of Extra-Ordinary General Meeting (“EGM”) in electronic form.

5. Only those Members whose names are appearing in the Register of Members/ List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes by remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only.

6. Since this EGM is being held through VC/OAVM pursuant to MCA Circulars, physical attendance of the Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form, Attendance Slip and Route Map are not annexed to this Notice. Members have to attend and participate in the ensuing EGM though VC/OAVM. However, the Body Corporates are entitled to appoint Authorised representatives to attend the EGM through VC/OAVM and participate there at and cast their votes through e-voting

7. Members of the Company under the category of “Institutional Investors” are encouraged to attend and vote at the EGM through VC/OAVM. Body Corporates whose Authorised Representatives are intending to attend the Meeting through VC/OAVM are requested to Email at legal@ndaindia.com and/ or at evoting@nsdl.co.in, a certified copy of the Board Resolution/ authorization letter authorizing their representative to attend and vote on their behalf at EGM through E-voting.

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

9. The attendance of the Members attending the Extra-Ordinary General Meeting through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote E-voting to its Members in respect of the business to be transacted at the Extra-Ordinary General Meeting. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (“NSDL”) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote E- voting system as well as venue voting on the date of the Extra-Ordinary General Meeting will be provided by NSDL.

10. In line with the Ministry of Corporate Affairs (“MCA”) Circular No. 17/2020 dated April 13, 2020, the Notice calling the Extra-Ordinary General Meeting has been uploaded on the website of the Company at www.ndaindia.com. The Notice can also be accessed from the website of the Stock Exchange i.e. BSE Limited (“BSE”) at www.bseindia.com and the EGM Notice is also available on the website of NSDL (agency for providing the Remote E-voting facility) i.e. www.evoting.nsdl.com

11. Mr. Surrinder Kishore Kapahi, Practising Company Secretary (Membership No. 1407) of M/s Kapahi and Associates, has been appointed as the Scrutinizer to scrutinize the remote e-Voting process and casting vote through the e-Voting system during the meeting in a fair and transparent manner.

12. The Scrutinizer will submit his consolidated report to the Chairperson, or any other person authorised by him, after completion of scrutiny of the votes cast, and the result of the voting will be announced by the Chairperson or any other person authorized by him. The Scrutinizer’s decision on the validity of votes cast will be final.

13. The Results declared along with the Scrutinizer’s Report shall be communicated to the Stock Exchange, where the equity shares of the Company are listed on BSE and be made available on its website viz. www.bseindia.com.

14. During the 1st EGM of the FY 2025-26, the Chairman shall, after response to the questions raised by the Members in advance or as a speaker at the 1st EGM of the FY 2025-26, formally propose to the Members participating through VC/ OAVM Facility to vote on the resolutions as set out in the Notice of the EGM and announce the start of the casting of vote through the e-Voting system. After the Members participating through VC/ OAVM Facility, eligible and interested to cast votes, have cast the votes, the e-Voting will be closed with the formal announcement of closure of the 1st EGM of the FY 2025-26.

15. Shareholders who would like to express their views/ ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 5 (five) days prior to meeting mentioning their name, demat account number/ folio number, email ID, mobile number at Company email: legal@ndaindia.com. The Shareholders who do not wish to speak during the AGM but have queries, may send their queries in advance 5 (five) days prior to meeting mentioning their name, demat account number/ folio number, email id, mobile number at legal@ndaindia.com. These queries will be replied to by the Company suitable by email.

16. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the meeting.

17. General instructions for accessing and participating in the 1[st] EGM through VC/ OVAM facility and voting through electronic means including remote e-voting:

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

The remote e-voting period begins on 5[th] January, 2026 at 09:00 A.M. and ends on 7[th] January, 2026 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 1[st] January,

2026 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 1[st] January, 2026.

- 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 onhttps://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. NSDLand you will be redirected to e- Voting website of NSDL for casting your vote during the remote e- Voting period 2. ExistingIDeASuser 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 ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period 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 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-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.

1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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	and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then 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 evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e- Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand 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 evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) 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 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 atevoting@nsdl.comor 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 helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

B) Login Method for e-Voting 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.

4. 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.

5. Your User ID details are given below :

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

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

2. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

3. c) 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 inprocess 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 evoting@nsdl.com 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. 9. 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 is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

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

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and 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 authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to kapahiassociates@yahoo.com with a copy marked to evoting@nsdl.com. 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 "eVoting" 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. Nitin at evoting@nsdl.com

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 (selfattested scanned copy of Aadhar Card) by email to legal@ndaindia.com.

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 legal@ndaindia.com. 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 .

1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

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

update their mobile number and email ID correctly in their demat account in order to access e Voting facility.

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT

Pursuant to Section 102 of the Companies Act, 2013 (‘the Act’), the following Explanatory Statement sets out all material facts relating to the business mentioned of the accompanying shorter Notice dated December 17, 2025.

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

ITEM NO. 1: TO REGULARIZE THE APPOINTMENT OF MS. KAJAL GOEL (DIN: 10634514) AS MANAGING DIRECTOR OF THE COMPANY:

Ms. Kajal Goel (DIN: 10634514) was recommended by the Nomination and Remuneration Committee and appointed as an Additional Director designated as Managing Director of the company in the Board meeting held on October 08, 2025 pursuant to the provisions of section 161, 196,197,203 of companies Act 2013, rules made thereunder and relevant provisions of the SEBI (listing obligation and Disclosure requirement) Regulations, 2015 after obtaining the prior approval for his appointment as Designated Director from the Stock Exchanges where company is a trading member i.e. , NSE and BSE subject to approval of the members.

The Board recommends the resolution No. 1 set out in the Notice for approval of the members by way of Ordinary Resolution.

Ms. Kajal Goel is the Daughter in law of Mr. Ram Gopal Jindal, who is the non-executive non-independent director of the Company may deem to be interested in the resolution, except them n one of the Directors, Key Managerial Personnel or their relatives is concerned or interested, financially or otherwise, in the said resolution except to the extent of their shareholding in the Company.

ITEM NO 2 : TO REGULARIZE THE APPOINTMENT OF MR. ARUN KUMAR MISTRY (DIN: 08400132), AS WHOLE TIME DIRECTOR OF THE COMPANY:

Mr. Arun Kumar Mistry was appointed as an Additional Director designated as Whole-time Director of the Company with effect from July 29, 2025, pursuant to Section 161(1) of the Companies Act, 2013. His appointment was valid up to the conclusion of the 33rd Annual General Meeting held on August 11, 2025, upon which his office ceased, as his regularisation could not be placed before the Members at the said meeting.

The Board thereafter re-appointed Mr. Arun Kumar Mistry as an Additional Director designated as Whole-time Director at its meeting held on August 12, 2025, in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, to hold office up to the next general meeting or three months, whichever was earlier. However, Members’ approval could not be obtained within the prescribed timeline.

Accordingly, the Board, at its meeting held on November 10, 2025, re-appointed Mr. Arun Kumar Mistry as an Additional Director designated as Whole-time Director and recommended his appointment to the Members for approval, subject to regularisation, for a term of five (5) years, as set out in the accompanying resolution.

Considering his association with the Company as Chief Financial Officer, his professional expertise, and contribution to the Company, the Board is of the opinion that his appointment as Whole-time Director and Designated Director with the stock exchanges where the Company is a Trading Member would be in the best interest of the Company.

A brief profile of Mr. Arun Kumar Mistry is provided in the Annexure to this Notice. The Board recommends Resolution No. 2 for approval by the Members by way of an Ordinary Resolution.

None of the Directors, Key Managerial Personnel or their relatives is concerned or interested, financially or otherwise, in the said resolution except to the extent of their shareholding in the Company.

ITEM No. 3: INCREASE IN AUTHORISED SHARE CAPITAL AND ALTERATION OF THE CAPITAL CLAUSE V IN MEMORANDUM OF ASSOCIATION OF THE COMPANY:

Presently, the Authorized share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen crores Only), divided into 1,50,00,000 (One Crores Fifty Lakhs) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each.

The Board of directors, therefore, considers it desirable to increase the Authorized Share Capital of the Company to Rs. 100,00,00,000/- (Rupees One hundred Crores Only), divided into 10,00,00,000 (Ten Crore) Equity Shares of Rs. 10.00/- (Rupees Ten Only) each, by creation of additional 8,50,00,000 (Eighty Crore Fifty Lakhs Only)Equity Shares of face value of Rs. 10/- (Rupee Ten Only) each aggregating to Rs. 85,00,00,00,000 /- (Rupees Eighty Five Crores Only), to accommodate the fresh issuance of the shares of the Company. Consequent upon increase in authorized share capital as proposed, the existing Clause V of Memorandum of Association of the Company will also have to be substituted. The draft amended Memorandum of Association will be available for inspection by Members at the website of the Company till the last date of e-voting.

The provisions of the Companies Act require the Company to seek approval of the members for increase in authorized share capital and for consequent alteration of the Capital Clause of the Memorandum of Association; accordingly, the Board recommends the resolution set forth in Item No. 3 for the approval of the members of the Company by way of an Special Resolution.

None of the Directors / Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested (financial or otherwise) in the resolution except to the extent of their shareholding in the Company, if any.

ITEM NO. 4: CHANGE/ADDITION OF NEW OBJECTS IN OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

Your Board has to consider from time-to-time proposals for business areas which would be profitable for the Company. For this purpose, the object Clause of the Company, which is presently restricted in scope, requires to be comprehensive so as to cover a wide range of activities to enable your Company to consider embarking upon new projects and activities. The alteration in the Objects Clause of the Memorandum of Association as set out in the Resolution is to facilitate embarking upon new projects and activities. This will enable the company to carry on its business economically and efficiently.

The “Main Object” clause of the Memorandum of Association of the Company is being amended

with insertion of New Clause III (A) as per the ANNEXURE I attached herewith.

The Board at its meeting held on December 17, 2025 has approved alteration of the MOA of the Company and the Board now seek Members' approval for the same.

Further in keeping with the amendments as introduced by the Companies Act 2013 the Main Objects clause of the Memorandum of Association of the Company, Clause III(A) is accordingly to be titled as 'THE MAIN OBJECTS OF THE COMPANY TO BE PURSUED BY THE COMPANY ON ITS INCORPOR ATION ARE’

The draft Copy of the Memorandum of Association of the Company is available for inspection at the registered office of the Company on any working day during Business Hours till the date of EoGM. The Amendment shall be effective upon the registration of the resolution with the Registrar of the Companies.

The proposed change of object clause requires the approval of shareholders through Special Resolution pursuant to the provisions of Section 13 of the Companies Act, 2013. None of the Directors, Key Managerial Person(s) of the Company including their relatives are, in any way, concerned or deemed to be interested in the proposed resolution.

The Board recommends the Special Resolution set forth in Item No. 4 of the Notice for approval of the Members.

INFORMATION REQUIRED TO BE FURNISHED UNDER SECRETARIAL STANDARD-II AND REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

		TABLE A
Name, Director Identification Number and designation of the Director	Ms. Kajal Goel (DIN- 10634514) Managing Director	Mr. Arun Kumar Mistry (DIN: 08400132) Whole Time Director
Age Date of Birth	33 Yrs. 12.12.1992	55 Yrs. 03.01.1970
Date of first appointment on the Board	08.10.2025	12.08.2025 and re-appointment on 08.10.2025
Qualifications	Company Secretary	Master of Business Administration
Brief Resume and Expertise in specific functional areas	CS Kajal Goel is a qualified Company Secretary with extensive experience in corporate legal and secretarial compliances for listed and unlisted companies. She has independently managed end-to- end compliances under the Companies Act, 2013, SEBI (LODR) Regulations, and FEMA, including handling of Board/General Meetings, ROC filings, corporate actions, due diligence, and SEBI/Stock Exchange reporting. Her expertise spans drafting, regulatory coordination, and ensuring strong corporate governance and compliance standards.	With over 21 years of expertise in Compliance, Accounts & Finance, and Relationship Management in the Capital and Commodity Markets, he has established a strong professional track record at NDA Securities Limited, a reputed stock broking house based in New Delhi. He has consistently ensured client satisfaction while maintaining full compliance with the Regulations of key market authorities and exchanges, including NSE, BSE, NCDEX, MCX, and SEBI. His career highlights include leading diverse teams, managing key client accounts, and Maintaining exceptional client retention rates. A notable achievement is maintaining zero penal charges from exchanges, reflecting his unwavering commitment to regulatory adherence and delivering outstanding results.
Terms and conditions of appointment/ re- appointment	Appointment in terms of Section 152(6) of the Companies Act, 2013 and appointment as	Appointment in terms of Section 152(6) of the Companies Act, 2013 and appointment as Executive Director.

	Executive Director –Managing Director. The terms and conditions shall remain as approved by the Board of Directors of the Company.	The terms and conditions shall remain as approved by the Board of Directors of the Company.
Details of remuneration last drawn (FY 2025-2026) and sought to be paid, if applicable	Remuneration last drawn was ₹3,00,000 monthly.	Remuneration last drawn was ₹1,00,000 monthly.
No. of Board Meetings attended during the (FY 2024-25)	2 Board Meetings attended post appointment.	4 Board Meetings attended post appointment.
Inter-se relationships with other Directors, Manager and Key Managerial Personnel of the Company	Relationship with the Director: He is the Daughter in law of Mr. Ram Gopal Jindal.	The individual has no relationship with any of the other Directors, Key Managerial Personnel (KMP), or Managers of the Company."
List of Companies/LLP in which Directorships held as on March 31, 2025 (excluding foreign Companies)	Directorship in other listed entities: Director in Vidyahub Private Limited.	Directorship in other listed entities: 1. Director in NDA Research and Technologies Private Limited.
Chairmanship / Membership of specified Committees of the Boards of Companies as on March 31, 2025	NA	2. Director in NDA Commodity Brokers Private Limited
No. of shares held in the Company: (a) Own (b) For other persons on a beneficial basis	Nil	Nil

ANNEXURE I

ADDITION OF NEW OBJECTS IN MEMORANDUM OF ASSOCIATION OF COMPANY NDA SECURITIES LIMITED:

1. To carry on the business of trading in commodities, agricultural products, metals including precious metals, precious stones, diamonds, petroleum products and securities, in spot markets and in futures, and all kinds of derivatives of commodities, agricultural products, petroleum products, metals, precious metals, precious stones, diamonds and securities.

2. To carry on the business as brokers, sub-brokers, market makers, arbitrageurs, investors and/or hedgers of commodities, agricultural products, metals, precious metals, diamonds, precious stones, petroleum products and securities, in spot markets and/or in futures thereof, and of all kinds of derivatives of commodities, agricultural products, metals, precious metals, diamonds, precious stones, petroleum products or any other securities or derivatives permitted under the laws of India.

3. To become members of commodity exchange(s) including multi-commodity exchange(s), facilitating, for itself or for clients, trades and clearing/settlement of trades in spot markets, in futures and in derivatives of commodities, agricultural products, metals, precious metals, diamonds, precious stones, petroleum products, securities and all kinds of derivatives permitted under the laws of India.

SHALINI Digitally signed by SHALINI CHAUHAN CHAUHAN Date: 2025.12.17 17:40:51 +05'30'