Ritco Logistics Limited — Proxy Solicitation & Information Statement 2025

Jun 20, 2025

Ritco Logistics Limited

Date: 20[th] June, 2025

To, To, The Manager The General Manager Listing Department Department of Corporate Services National Stock Exchange of India Ltd. Bombay Stock Exchange Limited Exchange Plaza, Plot No. C-1, G Block, 1[st] Floor, New Trading Ring, Rotunda Bandra- Kurla Complex, Bandra (East) Building, Phiroze Jeejeebhoy Towers Mumbai-400051 Dalal Street, Mumbai-400001 NSE SYMBOL: RITCO BSE Scrip Code: 542383

Sub: Postal Ballot Notice

Dear Sir/Madam,

In furtherance to our intimation via Outcome of Board Meeting dated 19[th] June, 2025, this is to inform you that pursuant to Regulation 30 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, the provisions of the Companies Act, 2013 and Rules made thereunder, the Company is in the process of conducting Postal Ballot (Voting by electronic means) for seeking approval of members of the Company with respect to:

1. Alteration of the Object Clause of Memorandum of Association of the Company

In terms of applicable regulations of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, Please find enclosed the Postal Ballot Notice dated 19[th] June, 2025 for your intimation and records.

Further the above information is also available at the website of the Company www.ritcologistics.com

You are requested to take the above information on your record & acknowledge the same.

Thanking you,

Yours Sincerely,

For Ritco Logistics Limited

Gitika Digitally signed by Gitika Arora Date: 2025.06.20 Arora 14:48:54 +05'30' Gitika Arora

Company Secretary cum Compliance Officer

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Corp. & Admin. Office: “RITCO HOUSE” 336, Phase-II, Udyog Vihar, Gurugram - 122016, Haryana

Ph.: 0124-4702300/301 E-mail: ho@ritcologistics.com CIN No.: L60221DL2001PLC112167 Regd. Office: 508, 5th Floor, Jyoti Shikhar Tower, District Centre, Janakpuri, New Delhi-110058 Ph.: 011-25522158

www.ritcologistics.com

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RITCO LOGISTICS LIMITED

Reg Office: 508, 5th Floor, Jyoti Shikhar Tower, District Centre Janakpuri, New Delhi- 110058 Corporate Office: 336, Udyog Vihar Phase-2, Gurgaon 122002 Ph: 0124-4702300/301 Email: cs@ritcologistics.com Website: www.ritcologistic.com

CORPORATE IDENTITY NUMBER (CIN) - L60221DL2001PLC112167

POSTAL BALLOT NOTICE

[Notice pursuant to Section 110 of the Companies Act, 2013, read with Rule 22(1) of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

NOTICE is hereby given pursuant to Section 110 read with Section 108 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, of the Act and Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), as amended from time to time, read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”), that the resolution seeking approval for “Amendment in the Main Objects of the Memorandum of Association of the Company”, is proposed to be passed as a Special Resolution by the Members of Ritco Logistics Limited (“Company”) through Postal Ballot by voting through electronic means (“remote e-voting”) only.

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. The communication of assent or dissent of the Members would take place only through the remote e-voting system. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice and login ID and password for remote e-voting. The communication of the assent or dissent of the members would only take place through remote e-voting.

An Explanatory Statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, pertaining to the Special Resolution setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice. Pursuant to Rule 22(5) of the Rules, the Board of Directors of your Company has appointed Mr. Mukun Arora (M. No. 12894, CP No. 4766), Practicing Company Secretary, as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose.

The remote e-voting period commences from 9.00 a.m. (IST) on Saturday, June 28, 2025, and ends at 5:00 p.m. (IST) on Sunday, July 27, 2025. The Scrutinizer will submit his report to the Chairman of the Company or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced on or before 5:00 p.m. (IST) on Tuesday, July 29, 2025.

The said results along with the Scrutinizer’s Report would be intimated to BSE Limited and National Stock Exchange of India Limited, where the Equity Shares of the Company are listed. The results will also be uploaded on the Company’s website www.ritcologistics.com and will be communicated to stock exchange, BSE Limited (BSE) and National Stock Exchange where Equity Shares of the Company are listed.

The Resolutions, if approved, will be taken as passed effectively as on the last date of e-voting, i.e. Sunday, July 27[th ] 2025, & it will be placed on the website of the Company: www.ritcologistics.com and on the website of Stock Exchanges along with the Scrutinizer’s Report.

SPECIAL BUSINESS:

ITEM NO. 1- ALTERATION OF THE OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY

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

“RESOLVED THAT pursuant to the provision of section 4, 13 of Companies Act, 2013 read with the Companies (Incorporation) rules, 2014 and all other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment thereof for the time being in force) and such other rules and regulations, as may be applicable, and subject to the approval of the Registrar of the Companies, the consent of the members of the company be and is hereby accorded to amend the Object Clause of the Memorandum of Association of the Company in the manner given below:

Addition of the following sub clauses after the sub clause 6 of clause 3(A) of the Main objects of the Memorandum of Association.

7. To carry on the business of providing comprehensive logistics and supply chain management solutions, including but not limited to transportation, warehousing, inventory management, distribution, packaging, order fulfillment, tracking systems, cold chain logistics, just-in-time delivery services, and other customized logistics solutions tailored to client requirements. Also, to engage in the business of buying, selling, trading, importing, exporting, marketing, procuring and otherwise dealing in all kinds of goods, materials, machinery, equipment, and commodities, whether raw, semi-finished or finished, that directly or indirectly support, enhance, or relate to the logistics operations and allied services of the Company;

1. To design, develop, procure, implement and operate integrated products and services, platforms, systems, technologies and infrastructure that optimize the efficiency, transparency, reliability, cost-effectiveness, and scalability of the supply chain and logistics operations of clients and customers across various sectors including construction, infrastructure, manufacturing, and retail. Also, to enter into and perform supply contracts

and service agreements for transportation, handling, and delivery of goods and materials, and to undertake associated activities such as grading, inspection, quality testing, sorting, blasting, loading, unloading, and site delivery of construction and infrastructure materials including rocks, boulders, and aggregates from owned, leased, or third-party sources;

1. To undertake all such ancillary, incidental, or connected activities as may be required for the promotion, development, and efficient execution of logistics and supply chain management, including the acquisition or lease of land, development of facilities, installation of machinery and equipment, and compliance with statutory and regulatory obligations. Also, to undertake or support any business or activity, either directly or in collaboration with other entities, that relates to infrastructure development including site preparation, material supply, sub-contracting of supply chain operations, and participation in contracts, tenders, or public-private partnerships for logistics-linked infrastructure and civil works;

2. To do all such other acts, deeds, and things as may be necessary, expedient or conducive to the attainment of the above objects or any of them, whether directly or indirectly and either alone or in conjunction with other businesses, individuals, bodies corporate, government or non-governmental agencies.

“RESOLVED FURTHER THAT for the purpose of giving effect to the above, any of the Director of the company be and is hereby authorized to file the requisite forms, do all such acts, deeds and things as may be deemed necessary including but not limited to representing the Company before the Registrar of Companies and such other statutory or other authorities as may be required.

By Order of the Board of Directors For Ritco Logistics Limited

Sd/Man Mohan Pal Chadha Singh DIN: 01763805 Chairman A-28, Rose Wood City, Sector-49 Gurgaon, Haryana-122001

Date: 19[th] June, 2025 Place: Gurgaon

NOTES:

1. The Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Act read with Rule 22 of the Rules stating material facts and reasons for the proposed resolution is annexed hereto and forms part of this Notice. The relevant details, pursuant to Regulation of the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, reasons for proposed resolution is annexed with the Notice of Postal Ballot.

2. The Board of Directors has, at its meeting held on Thursday, June 19[th] , 2025, appointed Mr. Mukun Arora, Practicing Company Secretary, having CP No. 4766, to act as Scrutinizer, for conducting the Postal Ballot in a fair and transparent manner.

3. In compliance with MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members or Register of Beneficial Owners as received from the Depositories/ MUFG Intime India Private Limited, the Company’s Registrar and Transfer Agents (“RTA”) as on Wednesday, June 25, 2025 (“Cut-off date”) and whose e-mail addresses are registered with the Company/RTA/Depositories/Depository Participants (“DP") or who will register their email address in accordance with the process outlined in this Notice.

In case of shares 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 cs@ritcologistics.com.

1. A person whose name appears in the Register of Members / List of Beneficial Owners as on the cut-off date i.e. Wednesday June 25[th] , 2025 , shall be entitled to vote through e-voting on the resolution(s) set forth in the Notice. The voting rights of the Members shall be reckoned on the paid-up value of the shares registered in the name of the Member / Beneficial Owner as on the Cut-off date. Any person who is not a Member of the Company as on the Cut-off date should treat this Notice for information purpose only.

2. The Notice is available on the Company’s website viz. www.ritcologistics.com and on the website of BSE Limited (BSE) and National Stock Exchange (NSE).

3. In accordance with the sub rule (3) of Rule 22 of the Rules, after the completion of dispatch of postal ballot notice along with its requisite annexures, an advertisement will be published at least once in a vernacular newspaper of the district where the registered office of the Company is situated i.e in Hindi and atleast once in English language in English newspaper having a wide circulation in the district where the registered office of the Company is situated.

4. The remote e-voting period commences from Saturday, 28[th] June, 2025 at 09:00 a.m. (IST) and ends on Sunday, 27[th ] July, 2025 at 05:00 p.m. (IST). During this period shareholders of the Company, holding shares as on the cut-off date i.e Wednesday June 25[th] , 2025 may cast their vote electronically.

5. The Scrutinizer shall after the conclusion of e-voting on Sunday, 27th July, 2025, unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make scrutinizer’s report within the prescribed time. Such report shall contain details of total votes cast in favour of or against, if any, and submit the report to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the e-voting of the postal ballot forthwith. The resolutions if passed with requisite majority, shall be deemed have been passed on Sunday, 27th July, 2025, being the last day of remote e- voting.

6. Results of voting shall be declared within 48 hours from the time of conclusion of the remote e-voting. The result of postal ballot along with the Scrutinizer’s report will be placed on the Company website by Tuesday, 29[th ] July, 2025 and will also be communicated to the Stock Exchange where the equity shares of the Company are listed.

REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, 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 correctly in their demat accounts to access e-Voting facility.

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

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - Individual Shareholders registered with NSDL IDeAS facility

Shareholders who have registered for NSDL IDeAS facility:

• a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.

• b) Enter User ID and Password. Click on “Login”

• c) 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.

• d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders who have not registered for NSDL IDeAS facility:

• a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• b) Proceed with updating the required fields.

• c) Post successful registration, user will be provided with Login ID and password.

• d) After successful login, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

• e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of NSDL

• a) Visit URL: https://www.evoting.nsdl.com

• b) Click on the “Login” tab available under ‘Shareholder/Member’ section.

• c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

• a) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

• b) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL

METHOD 1 – Individual Shareholders registered with CDSL Easi/ Easiest facility

Shareholders who have registered/ opted for CDSL Easi/ Easiest facility:

• a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.

• b) Click on New System Myeasi Tab

• c) Login with existing my easi username and password

• d) After successful login, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime, for voting during the remote e-voting period.

• e) Click on “Link InTime/ MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

OR

Shareholders who have not registered for CDSL Easi/ Easiest facility:

• a) To register, visit URL:

https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration

• b) Proceed with updating the required fields.

• c) Post registration, user will be provided username and password.

• d) After successful login, user able to see e-voting menu.

• e) Click on “Link InTime / MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of CDSL

• a) Visit URL: https://www.cdslindia.com

• b) Go to e-voting tab.

• c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.

• d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

• e) After successful authentication, click on “Link InTime / MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

• a) Login to DP website

• b) After Successful login, user shall navigate through “e-voting” option.

• c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.

• d) After successful authentication, click on “Link InTime / MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for InstaVote as under:

a) Visit URL: https://instavote.linkintime.co.in

Shareholders who have not registered for INSTAVOTE facility:

• b) Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details:

A. User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID.

CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

B. PAN:

Enter your 10-digit Permanent Account Number (PAN)

(Shareholders who have not updated their PAN with the Depository Participant

(DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI:

Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number:

Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

* Shareholders holding shares in_ _NSDL form** , shall provide ‘D’ above

** Shareholders holding shares in_ _physical form** but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

• Set the password of your choice

• (The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

• Enter Image Verification (CAPTCHA) Code

• Click “Submit” (You have now registered on InstaVote).

Shareholders who have registered for INSTAVOTE facility:

• c) Click on “Login” under ‘SHARE HOLDER’ tab.

• A. User ID: Enter your User ID

• B. Password: Enter your Password

• C. Enter Image Verification (CAPTCHA) Code

• D. Click “Submit”

• d) Cast your vote electronically:

• A. After successful login, you will be able to see the “Notification for e-voting”. B. Select ‘View’ icon.

• C. E-voting page will appear.

• D. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

• E. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

• a) Visit URL: https://instavote.linkintime.co.in

• b) Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”

• c) Fill up your entity details and submit the form.

• d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to insta.vote@linkintime.co.in.

• e) Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

• a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

• b) Click on “Investor Mapping” tab under the Menu Section

• c) Map the Investor with the following details:

• A. ‘Investor ID’ –

  • i. NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

  • ii. CDSL demat account – User ID is 16 Digit Beneficiary ID.

• B. ‘Investor’s Name - Enter Investor’s Name as updated with DP.

• C. ‘Investor PAN’ - Enter your 10-digit PAN.

• D. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

*File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID . Further, Custodians and Mutual Funds shall also upload specimen signatures.

• E. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

• a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

• b) Click on “Votes Entry” tab under the Menu section.

• c) Enter the “Event No.” for which you want to cast vote.

• Event No. can be viewed on the home page of InstaVote under “On-going Events”.

• d) Enter “16-digit Demat Account No.” for which you want to cast vote.

• e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

• f) After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

OR

METHOD 2 - VOTES UPLOAD

• a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

• b) After successful login, you will be able to see the “Notification for e-voting”.

• c) Select “View” icon for “Company’s Name / Event number”.

• d) E-voting page will appear.

• e) Download sample vote file from “Download Sample Vote File” tab.

• f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.

• g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at enotices@in.mpms.mufg.com or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk 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 evoting@nsdl.co.in 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 athelpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

Forgot Password:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then

the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

• Click on “Login” under ‘SHARE HOLDER’ tab.

• Click “forgot password?”

• Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).

• Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID. CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

• Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab

• Click “forgot password?”

• Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).

• Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

• During the voting period, shareholders/ members can login any number of time till

they have voted on the resolution(s) for a particular “Event”.

For Ritco Logistics Limited

Sd/Man Mohan Pal Chadha Singh DIN: 01763805 Chairman A-28, Rose Wood City, Sector-49 Gurgaon, Haryana-122001

Date: 19[th] June, 2025 Place: Gurgaon

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

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

Item No. 1

The existing main objects of the Company, as stated under Clause 3(A) of the Memorandum of Association, pertain to the core business activities for which the Company was originally incorporated. In order to diversify and expand its scope of operations, the Board of Directors of the Company proposes to undertake new business activities in the fields of logistics, supply chain management, infrastructure-related services, and allied operations that are aligned with the growth strategy of the Company.

This will enable Company to expand the scope from its business and set, manage and operate new platforms.

To commence the proposed new business activities, the Object Clause [Clause 3 (A)] of the Memorandum of Association of the Company needs to be altered.

It is proposed to amend the Main Objects under the Objects Clause of the Memorandum of Association of the Company to enable the Company to diversify its scope of operations by inserting 4 new objects apart of the current objects as stated in special resolution set out at Item No.: 1.

The above amendment would be subject to the approval of the Registrar of Companies, Ministry of Corporate Affairs and/or any other Statutory or Regulatory Authority, as may be necessary. A copy of the Memorandum of Association of the Company together with the proposed alterations is available for inspection by the Members of the Company at its Registered Office during normal business hours on all working days (Except Saturday and Sunday).

As per Section 13 of the Companies Act, 2013, any alteration to the Object Clause of the Memorandum of Association of the Company requires approval of the Members by passing Special Resolution and thereby board recommends Special Resolution set out as Item No. 1 for seeking Member’s approval.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of this Notice except to the extent of their shareholding in the Company.

The Board recommends the matter and the resolution set out under Item No. 1 for the approval of the Members by way of passing

For Ritco Logistics Limited

Sd/Man Mohan Pal Chadha Singh DIN: 01763805 Chairman A-28, Rose Wood City, Sector-49 Gurgaon, Haryana-122001

Date: 19[th] June, 2025 Place: Gurgaon

Calendar of events for Postal Ballot

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S. No. Particulars Date of Event
1 Consent of Scrutinizer received. 16/06/2025
Date of approval of the Board of Directors for considering items to be 19/06/2025
approved by the shareholders through Postal Ballot and the
2 authorised person responsible for conducting entire poll process.
3 Date of Appointment of Scrutinizer for Postal Ballot. 19/06/2025
Cut-off Date for determining the names of shareholders entitled to
4 notice of postal ballot and eligibility to vote 25/06/2025
5 Intimation to Stock Exchanges for conducting Postal Ballot Activity 26/06/2025
6 Display of the Notice of Postal Ballot on the Company's website 26/06/2025
7 Date of completion of dispatch of notice of Postal Ballot by-mail. 26/06/2025
Publication of Notice in newspaper for postal Ballot process and
8 others 27/06/2025
Date of submission to Stock Exchanges copy of newspaper
9 advertisement 27/06/2025
Date of Commencement of voting (Postal Ballot Though Electronic 28/06/2025 (9.00 a.m.
10 Means) to
27/07/2025 up to 5.00
11 Date of Closure of voting (Postal Ballot Though Electronic Means) p.m.)
on or before
12 Date of Submission of the Report by the Scrutinizer 29/07/2025
on or before
13 Date of declaration of postal ballot results by the Company 29/07/2025
14 Date of Intimation of results of Postal Ballot to Stock Exchange 30/07/2025
15 Display of the results of Postal Ballot in the Company's website 30/07/2025
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