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Netlink Solutions (India) Ltd. — Proxy Solicitation & Information Statement 2026
May 18, 2026
62836_rns_2026-05-18_021f41cd-429f-417d-9aaf-1721dc8317cf.pdf
Proxy Solicitation & Information Statement
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Netlink Solutions (India) Ltd.
507, Laxmi Plaza, Laxmi Industrial Estate,
New Link Road, Andheri (W), Mumbai - 400 053.
Tel : 91-22- 26335583, 26335584
Email : [email protected]
Website : www.nsil.co.in
CIN NO : L45200MH1984PLC034789
Notice of
Extra ordinary General Meeting
Notice is hereby given that an Extraordinary General Meeting of the Members of M/s Netlink Solutions (India) Limited will be held through VC/OAVM on Tuesday, 9th June 2026 at 11.00 am to transact the following special businesses:
- Confirmation of appointment of Ms. Kajal Gopal Baldha (DIN: 07406583) as Whole Time Director under the Promoter Category:
To consider and if thought to pass with or without modification the following resolution as ordinary resolution:
"RESOLVED THAT in accordance with the provisions of Section 149 and 152 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and according to the Articles of Association of the Company, Ms. Kajal Gopal Baldha (DIN: 07406583), who was appointed as an Additional Director of the company with effect from 10th March 2026 by the Board of Directors and who has submitted her eligibility to get appointed as the Director of the Company as provided under the Act and the Listing Regulations, her appointment be and is hereby confirmed as Director of the pursuant to regulation 17(1C) of SEBI (LODR) Regulations 2015 and section 161 of the Companies Act 2013 to hold office for a term of up to 5 (five) years with effect from 10th March 2026."
- Confirmation of appointment of Mr. Viren Sudhirbhai Bakraniya (DIN: 10931691) as Director under the Professional Category:
To consider and if thought to pass with or without modification the following resolution as ordinary resolution:
"RESOLVED THAT in accordance with the provisions of Section 149 and 152 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and according to the Articles of Association of the Company, Mr. Viren Sudhirbhai Bakraniya (DIN: 10931691), who was appointed as an Additional Director of the company with effect from 10th March 2026 by the Board of Directors and who has submitted his eligibility to get appointed as the Director of the Company as provided under the Act and the Listing Regulations, his appointment be and is hereby confirmed as Director of the pursuant to regulation 17(1C) of SEBI (LODR) Regulations 2015 and section 161 of the Companies Act 2013 to hold office for a term of up to 5 (five) years with effect from 10th March 2026."
- Confirmation of appointment of Ms. Aanal Milankumar Satyawadi (DIN: 07381381) as an Independent Director of the Company:
To consider and if thought to pass with or without modification the following resolution as ordinary resolution:
"RESOLVED THAT in accordance with the provisions of Section 149, 150 and 152 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, read with Schedule IV of the Act (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and pursuant to Articles of Association of the Company, Ms. Aanal Milankumar Satyawadi (DIN: 07381381), who was appointed as an Additional Independent Director of the company with effect from 23rd April 2026 and who has submitted the declaration that she meets the criteria for Independence as provided under the Act and the Listing
Regulations, her appointment be and is hereby confirmed as an Independent Director of the Company pursuant to regulation 17(1C) of SEBI (LODR) Regulations 2015 and section 161 of the Companies Act 2013 to hold office for a term of up to 5 (five) years with effect from 23rd April 2026."
- Confirmation of appointment of Ms. Yesha Shah (DIN: 08802522) as an Independent Director of the Company:
To consider and if thought to pass with or without modification the following resolution as ordinary resolution:
"RESOLVED THAT in accordance with the provisions of Section 149, 150 and 152 and other applicable provisions of the Companies Act, 2013 and rules made thereunder, read with Schedule IV of the Act (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and pursuant to Articles of Association of the Company, Ms. Yesha Shah (DIN: 08802522), who was appointed as an Additional Independent Director of the company with effect from 23rd April 2026 and who has submitted the declaration that she meets the criteria for Independence as provided under the Act and the Listing Regulations, her appointment be and is hereby confirmed as an Independent Director of the Company pursuant to regulation 17(1C) of SEBI (LODR) Regulations 2015 and section 161 of the Companies Act 2013 to hold office for a term of up to 5 (five) years with effect from 23rd April 2026."
Registered Office:
Netlink Solutions (India) Limited
507, Laxmi Plaza, Laxmi Industrial Estate,
New Link Road, Andheri (W), Mumbai - 400053
CIN: L45200MH1984PLC034789
E-mail: [email protected]
Website: www.nsil.co.in
By Order of the Board
Sd/-
Kajal Baldha
Whole Time Director
DIN: 07406583
Date: 18.05.2026
Place: Mumbai
Notes:
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Pursuant to the General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (MCA) and circular issued by SEBI vide circular no. SEBI/ HO/ CFD/ CFDPoD-2/ P/ CIR/ 2024/ 133 dated October 3, 2024 ("SEBI Circular") and other applicable circulars and notifications issued (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time, companies are allowed to hold EGM through Video Conferencing (VC) or other audio visual means (OAVM), without the physical presence of members at a common venue. In compliance with the said Circulars, EGM shall be conducted through VC / OAVM.
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Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting.
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Pursuant to the provisions of the Act, a member entitled to attend and vote at the EGM is entitled to appoint a Proxy to attend and vote on his/her behalf and the Proxy need not be a Member of the Company. Since this EGM is being held through VC/OAVM, pursuant to the applicable MCA Circulars read with Securities and Exchange Board of India ("SEBI") Circular No SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024 physical attendance of 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 and Attendance Slip are not annexed to this Notice.
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Corporate members intending to authorize their representatives to participate and vote at the meeting are requested to send a certified copy of the Board resolution authorizing their representative to attend the meeting by email to [email protected] with a copy marked to [email protected].
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A Statement pursuant to Section 102 of the Companies Act, 2013, setting out all material facts relating to the relevant resolutions of this Notice is annexed herewith and the same should be taken as part of this Notice. Further relevant details as required under the Companies Act 2013, Regulation 36(3) of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations") and Secretarial Standard on General Meetings ("SS-2"), issued by The Institute of Company Secretaries of India, is also annexed.
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In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote, provided the votes are not already cast by remote e-voting by the first holder.
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All relevant documents referred to in this Notice and the Statement pursuant to Section 102 of the Companies Act, 2013, requiring the approval of the Members at the meeting shall be available for inspection by the Members. Members who wish to inspect the documents are requested to send an email to [email protected] mentioning their name, folio no. / client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the email. Members may note that the Notice of this EGM will also be available on website of the Company, i.e. www.nsil.co.in, website of the Stock Exchanges i.e. BSE Limited at www.bseindia.com, and on the website of the NSDL [email protected].
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Members holding shares in dematerialized form are requested to intimate any change in their address or bank account details (including 9 digit MICR no., 11 digit IFSC code no. and core banking account no.) to their respective Depository Participants with whom they are maintaining demat accounts.
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Members holding shares in physical form, if any, are requested to send an email communication duly signed by all the holder(s) intimating about the change of address immediately to the R&T agent / Company along with the self-attested copy of their PAN Card(s), unsigned copy of the Cheque leaf where an active Bank account is maintained and the copy of the supporting documents evidencing change in address. Communication details of R&T agent mentioned at point no. 10 hereinbelow.
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The Company's Registrars & Transfer Agents for its share registry (both, physical as well as electronic) is Adroit Corporate Services Pvt. Ltd., 18-20, Jaferbhoy Industrial Estate, Makwana road Marol Naka, Andheri (E), Mumbai 400059.
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The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.
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Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI LODR Regulations 2015 (as amended), and the MCA Circulars, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with 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 EGM will be provided by NSDL.
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Mr. Malay Desai, Practicing Company Secretary, (Membership No. ACS 48838, Certificate of Practice No. 26051) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
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In line with the MCA Circulars and SEBI Circular the Notice calling the EGM has been uploaded on the website of the Company at www.nsil.co.in. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited 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.
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EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular issued from time to time.
THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:
The remote e-voting period begins on Saturday, 6th June, 2026 at 09:00 A.M. and ends on Monday, 8th June, 2026 at 05:00 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. Wednesday, 3rd June 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 Wednesday, 3rd June 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 and joining virtual meeting 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 or joining virtual meeting & voting during the meeting. |
| 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 or joining virtual meeting & voting during the meeting. | |
| 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 or joining virtual meeting & voting during the meeting.
- 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


Individual Shareholders holding securities in demat mode with CDSL
- 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.
- After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.
- 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.
- 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 or joining virtual meeting & voting during the meeting. |
|---|---|
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 e-Voting and joining virtual meeting 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?
- 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, 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.
- 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
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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.
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.
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 in process for those shareholders whose email ids are not registered. -
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. -
After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
- Now, you will have to click on "Login" button.
- After you click on the "Login" button, Home page of e-Voting will open.
Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
- 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 and General Meeting is in active status.
- Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join Meeting".
- Now you are ready for e-Voting as the Voting page opens.
- 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.
- Upon confirmation, the message "Vote cast successfully" will be displayed.
- You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
- Once you confirm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
- Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.
- 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.
- 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 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:
- 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].
- In case shares are held in demat mode, please provide DPID-CLID (16-digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
- Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
- 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.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:
- The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.
- Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM.
- Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.
- The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM shall be the same person mentioned for Remote e-voting.
INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM THROUGH VC/OAVM ARE AS UNDER:
- Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM" placed under "Join meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
- Members are encouraged to join the Meeting through Laptops for better experience.
- Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
- Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
- Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably.
- Shareholders who wish register themselves as speaker are requested to send email to the company on or before 5th June 2026 on the email id of the company at [email protected].
Explanatory Statement pursuant to Section 102 of Companies Act 2013:
Item No. 1:
The Board of Directors appointed Ms. Kajal Gopal Baldha (DIN: 07406583) as an Additional Director - Whole Time Director (Promoter Category) of the Company with effect from 10th March 2026. Her Appointment was made under the promoter group as Additional Director - Whole Time Director by the Board of Directors subsequent to the completion of open offer given by M/s Arix Capital Limited. Pursuant to the provisions of Section 149 and 152 and other applicable provisions of the Companies Act, 2013, and rules made thereunder and pursuant to Regulation 17 (1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), she is entitled to hold the office of Director till the ensuing general meeting and at the same time her appointment is required to be confirmed by the members of the Company in the General Meeting within three months from the date of appointment. Hence, the Board of Directors of the Company proposes to confirm her appointment for the period of five (Five) Consecutive years with effect from 10th March 2026 as Promoter Director - Whole Time Director under the Promoter Category.
Further company has received a letter that she is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.
Ms. Kajal Gopal Baldha is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given her (i) consent in writing to act as a Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Disqualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of (Appointment & Disqualification of Directors) Rules, 2014, to the effect that she is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013 and (iii) Notices of interest in form MBP-1 pursuant to sub-section (1) of Section 184 of the Companies Act, 2013.
Additional information in respect of Ms. Kajal Gopal Baldha as required under Regulation 36(3) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations') and as per the relevant provisions of the Secretarial Standard on General Meeting are given in the "Annexure A" to this Notice.
None of the Directors, Key Managerial Personnel of the Company and their relatives, are in any way, concerned or interested, financially or otherwise in the resolution as set out at item no. 1 of this Notice.
The Board of Directors in their Board Meeting held on 18th May 2026 have resolved and recommended to the members to pass this resolution. The brief profile Ms. Kajal Gopal Baldha is appended hereinbelow as Annexure A to this explanatory statement.
The Board recommends the Ordinary Resolution set out at Item No. 1 of the notice for approval by the members.
Item No. 2:
The Board of Directors appointed Mr. Viren Sudhirbhai Bakraniya (DIN: 10931691) as an Additional Director - (Professional Category) of the Company with effect from 10th March 2026. Pursuant to the provisions of Section 149 and 152 and other applicable provisions of the Companies Act, 2013 and rules made thereunder and pursuant to Regulation 17 (1C) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), he is entitled to hold the office of Director till the ensuing general meeting and at the same time his appointment is required to be confirmed by the members of the Company in the General Meeting within three months from the date of appointment. Hence, the Board of Directors of the Company proposes to confirm his appointment for the period of five Consecutive years with effect from 10th March 2026 as Director under the Professional Category.
Further company has received a letter that he is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.
Mr. Viren Bakraniya is not disqualified from being appointed as a director in terms of Section 164 of the Act and has given his (i) consent in writing to act as a Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Disqualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of (Appointment & Disqualification of Directors) Rules, 2014, to the effect that he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013 and (iii) Notices of interest in form MBP-1 pursuant to sub-section (1) of Section 184 of the Companies Act, 2013.
Additional information in respect of Mr. Viren Sudhirbhai Bakraniya as required under Regulation 36(3) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations') and as per the relevant provisions of the Secretarial Standard on General Meeting are given in the "Annexure B" to this Notice.
None of the Directors, Key Managerial Personnel of the Company and their relatives, are in any way, concerned or interested, financially or otherwise in the resolution as set out at item no. 2 of this Notice.
The Board of Directors in their Board Meeting held on 18th May 2026 have resolved and recommended to the members to pass this resolution. The brief profile Mr. Viren Sudhirbhai Bakraniya is appended hereinbelow as "Annexure B" to this explanatory statement.
The Board recommends the Ordinary Resolution set out at Item No. 2 of the notice for approval by the members.
Item No. 3:
The Board of Directors appointed Ms. Aanal Milankumar Satyawadi (DIN: 07381381) as an Independent Director of the Company with effect from 23rd April 2026 who in terms of the provisions of Section 149, 150 and 152 and other applicable provisions of the Companies Act, 2013, and rules made thereunder, read with Schedule IV of the Act and Regulation 16(1C) of the said regulations, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), is eligible to hold the office of Independent Director. Her appointment is required to be confirmed by the members of the Company in the General Meeting within three months from the date of appointment. Hence, the Board of Directors of the Company proposes to confirm her appointment for the period of five consecutive years with effect from 23rd April 2026 as an Independent Director pursuant to provisions of Regulation 17(1C) of SEBI (LODR) Regulations 2015, as amended from time to time.
Further company has received a letter that she is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.
Ms. Aanal Milankumar Satyawadi is not disqualified from being appointed as a director in terms of Section 164 of the Act and has given her (i) consent in writing to act as a Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Disqualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of (Appointment & Disqualification of Directors) Rules, 2014, to the effect that she is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013 and (iii) Notices of interest in form MBP-1 pursuant to sub-section (1) of Section 184 of the Companies Act, 2013, (iv) declaration of independence for being appointed as Independent Director, and (v) proof of her registration with Independent Director's Data Bank.
Additional information in respect of Ms. Aanal Milankumar Satyawadi as required under Regulation 36(3) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations') and as per the relevant provisions of the Secretarial Standard on General Meeting are given in the "Annexure C" to this Notice.
None of the Directors, Key Managerial Personnel of the Company and their relatives, are in any way, concerned or interested, financially or otherwise in the resolution as set out at item no. 3 of the Notice.
The Board of Directors in their Board Meeting held on 18th May 2026 have resolved and recommended to the members to pass this resolution. The brief profile Ms. Aanal Milankumar Satyawadi is appended hereinbelow as "Annexure C" to this explanatory statement.
The Board recommends the Ordinary Resolution set out at Item No. 3 of the notice for approval by the members.
Item No. 4:
The Board of Directors appointed Ms. Yesha Shah (DIN: 08802522) as an Independent Director of the Company with effect from 23rd April 2026 who in terms of the provisions of Section 149, 150 and 152 and other applicable provisions of the Companies Act, 2013, and rules made thereunder, read with Schedule IV of the Act and Regulation 16(1C) of the said regulations, (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), is eligible to hold the office of Independent Director. Her appointment is required to be confirmed by the members of the Company in the General Meeting within three months from the date of appointment. Hence, the Board of Directors of the Company proposes to confirm her appointment for the period of five consecutive years with effect from 23rd April 2026 as an Independent Director pursuant to provisions of Regulation 17(1C) of SEBI (LODR) Regulations 2015, as amended from time to time.
Further company has received a letter that she is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.
Ms. Yesha Shah is not disqualified from being appointed as a director in terms of Section 164 of the Act and has given her (i) consent in writing to act as a Director in Form DIR-2 pursuant to Rule 8 of Companies (Appointment & Disqualification of Directors) Rules, 2014, (ii) intimation in Form DIR-8 in terms of (Appointment & Disqualification of Directors) Rules, 2014, to the effect that she is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013 and (iii) Notices of interest in form MBP-1 pursuant to sub-section (1) of Section 184 of the Companies Act, 2013, (iv) declaration of independence for being appointed as Independent Director, and (v) proof of her registration with Independent Director's Data Bank..
Additional information in respect of Ms. Yesha Shah as required under Regulation 36(3) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations') and as per the relevant provisions of the Secretarial Standard on General Meeting are given in the "Annexure D" to this Notice.
None of the Directors, Key Managerial Personnel of the Company and their relatives, are in any way, concerned or interested, financially or otherwise in the resolution as set out at item no. 4 of the Notice.
The Board of Directors in their Board Meeting held on 18th May 2026 have resolved and recommended to the members to pass this resolution. The brief profile Ms. Yesha Shah is appended hereinbelow as "Annexure D" to this explanatory statement.
The Board recommends the Ordinary Resolution set out at Item No. 4 of the notice for approval by the members.
Annexure A
Brief profile Ms. Kajal Gopal Baldha
| Name of the Director | Ms. Kajal Gopal Baldha | |
|---|---|---|
| DIN | 07406583 | |
| Date of Birth | 16^{th} September 1984 | |
| Age | 41 Years | |
| Date of Appointment | 10^{th} March 2026 | |
| Qualification | Bachelor of Science | |
| Experience | Mrs. Kajal Baldha has over 10 years of experience in services, advisory and consultancy businesses. She possesses significant expertise in business strategy, corporate advisory and financial management, and has been actively involved in formulating and implementing business strategies for growth and operational efficiency. | |
| She is currently associated with Arix Capital Limited as a Director since April 2019, where she has been involved in overseeing strategic initiatives and corporate finance related activities. Mrs. Kajal Baldha holds a Bachelor of Science degree from Veer Narmad South Gujarat University. | ||
| Terms & Conditions of Appointment / Re-appointment | Appointed as Whole Time Director under the promoter category of the Company, eligible to retire by rotation. | |
| Remuneration sought to be paid | Up to Rs. 200,000/- per month. | |
| Relationship with the Company and other Directors | She is not related to any of the Directors of the Company. She is member of Promoter and Promoter Group of the Company. | |
| Number of Meetings of the Board attended during the year | 3 meeting during the FY 2025 26. | |
| List of Listed Companies and/or Bodies Corporate in which Directorships Held. | CIN | Name of the Company |
| L22200MH2005PLC152387 | Jupiter Infomedia Limited | |
| U67110GJ2019PLC107464 | Arix Capital Limited | |
| U88900GJ2025NPL162998 | Arix Foundation | |
| Listed entities from which the person has resigned in the past three years | NIL | |
| Membership(s)/Chairmanship(s) of the committees of Directors of other Companies. | Chairmanship – NIL | |
| Membership – NIL | ||
| Declaration under Regulation 36(3) of SEBI LODR Regulations, 2015 | Not Applicable |
Annexure B
Brief profile Mr. Viren Sudhirbhai Bakraniya
| Name of the Director | Mr. Viren Sudhirbhai Bakraniya | |
|---|---|---|
| DIN | 10931691 | |
| Date of Birth | 6^{th} August 1999 | |
| Age | 27 Years | |
| Date of Appointment | 10^{th} March 2026 | |
| Qualification | Chartered Accountant, | |
| Experience | Mr. Viren Bakraniya is a Chartered Accountant with over four years of professional experience in finance, taxation and financial planning. He has previously worked with Reliance Industries Limited and Ernst & Young, where he gained experience in financial analysis, corporate and international taxation, and strategic financial management. | |
| He is currently associated with Arix Capital Limited as a Director since January 2025. Mr. Viren Bakraniya is a member of the Institute of Chartered Accountants of India and holds a Bachelor of Commerce degree from Saurashtra University. | ||
| Terms & Conditions of Appointment / Re-appointment | Appointed as Non-Executive Non Independent Director under the Professional category of the Company, eligible to retire by rotation. | |
| Remuneration sought to be paid | NIL | |
| Relationship with the Company and other Directors | Mr. Viren Bakraniya is a representative of the Promoter Company M/s Arix Capital Limited and has been nominated to the Board pursuant to the open offer. He is not related to any of the Directors or Key Managerial Personnel of the Company. | |
| Number of Meetings of the Board attended during the year | 3 meeting during the FY 2025 26. | |
| List of Listed Companies and/or Bodies Corporate in which Directorships Held. | CIN | Name of the Company |
| L22200MH2005PLC152387 | Jupiter Infomedia Limited | |
| U67110GJ2019PLC107464 | Arix Capital Limited | |
| Listed entities from which the person has resigned in the past three years | NIL | |
| Membership(s)/Chairmanship(s) of the committees of Directors of other Companies. | Chairmanship – NIL | |
| Membership – NIL | ||
| Declaration under Regulation 36(3) of SEBI LODR Regulations, 2015 | Not Applicable |
Annexure C
Brief profile Ms. Aanal Milankumar Satyawadi
| Name of the Director | Ms. Aanal Milankumar Satyawadi | |
|---|---|---|
| DIN | 07381381 | |
| Date of Birth | 23^{rd} January 1991 | |
| Age | 35 years | |
| Date of Appointment | 23.04.2026 | |
| Qualification | Company Secretary, LLB, | |
| Experience | Ms. Aanal Satyawadi is a qualified Company Secretary and legal professional holding an LL.M. in Corporate Laws, with over 10 years of experience in the areas of SEBI compliances, FEMA, RBI matters, corporate laws, secretarial audits, due diligence, depository participant audits, and regulatory advisory. | |
| She is a Practicing Company Secretary and has been serving as the Proprietor of Aanal Satyawadi & Co., since December 2012, advising corporates on governance, board processes, legal documentation, and regulatory filings. | ||
| Terms & Conditions of Appointment / Re-appointment | Appointed as Non-Executive Independent Director of the Company. | |
| Remuneration sought to be paid | Maximum of Rs. 20,000/- per meeting plus of out of pocket expenses at actuals. | |
| Shareholding in the Company | NIL | |
| Relationship with the Company and other Directors | NIL | |
| Number of Meetings of the Board attended during the year | NIL | |
| List of Listed Companies and/or Bodies Corporate in which Directorships Held | U45309GJ2022PTC132332 | Isoluxsolar Private Limited |
| U52100GJ2020PTC118601 | Monokrom Laser Private Limited | |
| L36998GJ1995PLC028139 | Shangar Decor Limited | |
| U36910GJ2005PLC046154 | Suvarna Shilpi Jewellers Limited | |
| Membership(s)/Chairmanship(s) of the committees of Directors of other Companies | Chairmanship – 3 | |
| Membership – NIL | ||
| Declaration under Regulation 36(3) of SEBI LODR Regulations, 2015 | Ms. Aanal Satyawadi is a qualified Company Secretary and legal professional holding an LL.M. in Corporate Laws, with over 10 years of experience in the areas of SEBI compliances, FEMA, RBI matters, corporate laws, secretarial audits, due diligence, depository participant audits, and regulatory advisory. She meets the skills and capabilities required for the said role of Independent Director. |
Annexure D
Brief profile Ms. Yesha Shah
| Name of the Director | Ms. Yesha Shah | |
|---|---|---|
| DIN | 08802522 | |
| Date of Birth | 11.09.1994 | |
| Age | 31 Years | |
| Date of Appointment | 23.04.2026 | |
| Qualification | Company Secretary | |
| Experience | Ms. Yesha Shah is a qualified Company Secretary with experience in corporate laws, SEBI regulations, listing compliances, secretarial matters, and corporate governance. She is currently practicing as a Company Secretary under the name Yesha A. Shah & Associates. | |
| She was previously associated with Art Nirman Limited as Company Secretary. | ||
| Terms & Conditions of Appointment / Re-appointment | Appointed as Independent Director of the Company. | |
| Remuneration sought to be paid | Maximum of Rs. 20,000/- per meeting plus of out of pocket expenses at actuals. | |
| Shareholding in the Company | NIL | |
| Relationship with the Company and other Directors | NIL | |
| Number of Meetings of the Board attended during the year | NIL | |
| List of Listed Companies and/or Bodies Corporate in which Directorships Held | ||
| U45100GJ2008PTC055572 | Winspire Project Consultants Pvt Ltd. | |
| L67120MP1994PLC008511 | Adcon Capital Services Limited | |
| L35105MH1980PLC022118 | Onix Solar Energy Limited | |
| U15200GJ1992PLC017484 | Vimal Dairy Ltd | |
| Membership(s)/Chairmanship(s) of the committees of Directors of other Companies | Chairmanship – 1 | |
| Membership – 2 | ||
| Declaration under Regulation 36(3) of SEBI LODR Regulations, 2015 | Ms. Aanal Satyawadi is a qualified Company Secretary and legal professional holding an LL.M. in Corporate Laws, with over 10 years of experience in the areas of SEBI compliances, FEMA, RBI matters, corporate laws, secretarial audits, due diligence, depository participant audits, and regulatory advisory. She meets the skills and capabilities required for the said role of Independent Director. |