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Take Solutions Ltd Proxy Solicitation & Information Statement 2026

Feb 13, 2026

60381_rns_2026-02-13_ace87c4a-fa7f-42b8-928f-8e92b51c447f.pdf

Proxy Solicitation & Information Statement

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13[th] February 2026

TAKE/BSE/2025-26 The Manager Dept. of Corporate Services-Listing BSE Limited, P. J. Towers, Dalal Street, Mumbai - 400001 Script Code: 532890 Script Id: TAKE

TAKE/NSE/2025-26 The Manager-Listing Department National Stock Exchange of India Limited Exchange Plaza, Bandra - Kurla Complex, Bandra (East), Mumbai - 400051 Scrip: TAKE

Ref: Outcome of the Board Meeting dated 11[th] February 2026.

Sub: Submission of Notice of Extra Ordinary General Meeting dated 11[th] February 2026.

Dear Sir / Madam,

We are enclosing herewith the Notice of the Extra Ordinary General Meeting (EOGM) of TAKE Solutions Limited to be held on Saturday, 07[th] March 2026, at 12:00 p.m. (IST) through Video Conferencing (VC) or Other Audio-Visual Means (OAVM).

The same is also available on the website of the company at www.takesolutions.com.

You are requested to take the same on your record.

Thanking You,

For M/s. TAKE SOLUTIONS LIMITED

PARMESHV Digitally signed by PARMESHVAR AR NAMDEV NAMDEV DHANGARE Date: 2026.02.13 DHANGARE 18:31:02 +05'30' Parmeshvar Dhangare Director DIN: 11410125

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NOTICE OF EXTRA ORDINARY GENERAL MEETING

Notice is hereby given that the Extra Ordinary General Meeting (“EOGM”) of the members of TAKE Solutions Limited (“Company”) is scheduled to be held on Saturday, March 07, 2026 at 12.00 Noon through video conferencing (“VC”) / Other Audio-visual means (“OAVM”) to transact the following special business:

Resolution: 1 To Regularise the Appointment of Mr. Parmeshvar Dhangare (Din: 11410125) as Non-Executive Non-Independent Director of the Company.

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and all other applicable provisions of the Companies Act, 2013 (“Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Articles of Association of the Company and based on recommendation of the Nomination and Remuneration Committee and approval of Board of Directors of the Company, Mr. Parmeshvar Dhangare (DIN: 11410125), who was appointed as an Additional Director (Nonexecutive Capacity) with effect from 12[th] December, 2025, be and is hereby appointed as a Nonexecutive Non-independent Director of the Company and that he shall be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed necessary to give effect to this resolution.”

- Resolution: 2 To Regularise the Appointment of Mr. Vilas Munis (DIN: 11533598) as Non Executive Non-Independent Director of the Company.

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and all other applicable provisions of the Companies Act, 2013 (“Act”) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Articles of Association of the Company and based on recommendation of the Nomination and Remuneration Committee and approval of Board of Directors of the Company, Mr. Vilas Munis (DIN: 11533598), who was appointed as an Additional Director (Non-executive Capacity) with effect from 11[th] February, 2026, be and is hereby appointed as a Non-executive Non-independent Director of the Company and that he shall be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed necessary to give effect to this resolution.”

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Resolution: 3 Appointment of M/s. Venkat and Rangaa LLP, Chartered Accountants, as Statutory Auditors of the Company to fill up casual vacancy, caused due to resignation of M/s. Sundar Srini & Sridhar, Chartered Accountants.

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

"RESOLVED THAT pursuant to the provisions of Sections 139 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended from time to time [including any statutory modification or amendment thereto or re-enactment thereof for the time being in force] and upon recommendation of the Audit Committee, M/s. Venkat and Rangaa LLP, Chartered Accountants, (FRN: 004597S and PRC No.: 015938) be and is hereby appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. Sundar Srini & Sridhar.

RESOLVED FURTHER THAT M/s. Venkat and Ranga will hold office of Statutory Auditors of the Company till the conclusion of the next Annual General Meeting to be held in the year 2026 on such terms and remuneration as may be decided by Board of Directors in consultation with Auditors in addition to taxes and reimbursement for out of pocket expenses incurred by the Auditors on audit.

RESOLVED FURTHER THAT the board of Directors be and are hereby severally authorized to do all such acts, deeds, matters and things as may be necessary to give effect to this resolution."

Resolution: 4 To Approve Shifting of Registered Office from the state of Tamil Nadu to the state of Maharashtra.

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

“RESOLVED THAT pursuant to the provisions of Section 12, 13 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rule 30 of the Companies (Incorporation) Rules, 2014, including any statutory modification(s) or re-enactment thereof for the time being in force and subject to the approval of Central Government (Powers delegated to Regional Director), and / or any authority(ies) as may be prescribed from time to time and further subject to such conditions and modifications as may be prescribed by such regulatory authority while granting such approvals, permissions, consents and sanctions, which may be agreed by the Board of Directors of the Company, the consent of the Members of the Company be and is hereby accorded for shifting the Registered Office of the Company from the State of Tamil Nadu to the State of Maharashtra.

RESOLVED FURTHER THAT upon shifting of the registered office becoming effective, the existing Clause-II of the Memorandum of Association of the Company be substituted with the following new clause:

“II. The Registered office of the Company is situated in the state of Maharashtra.”

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to finalize the address of the Registered Office of the Company in the State of Maharashtra, as they may consider appropriate.

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RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board”, which terms shall deem to include any of its duly constituted committee) or any officer/executive/representative and/or any other person so authorized by the Board be and are hereby severally authorised to make necessary application to the Central Government, Regional Director, Registrar of Companies and other regulatory authorities in this matter, to appear before them, to make any modifications, changes, variations, alterations or revisions stipulated by the concerned authorities while according approval or consent, and to do all such acts, deeds, matters andthings as may be necessary / incidental / ancillary to give effect to this resolution including execution / signing / filing of necessary forms / documents / affidavits / indemnity / undertakings / declarations as may be required, from time to time.

RESOLVED FURTHER THAT , the Board of Directors of the Company be and are hereby authorized to engage counsels / consultants / executives / advisors to represent the Company and appear on its behalf before the Central Government, Regional Director, Registrar of Companies, and other regulatory authorities in this matter and obtain the necessary directions and/or Order(s) upon confirmation by the concerned Regulatory Authority and do all such acts, deeds, matters and things as may be necessary to give effect to the above resolution including but not limited to signing, certification and filing of the e-Forms with the Registrar of Companies.”

By Order of the Board TAKE Solutions Limited Sd/Ms. Vandana Gupta Company Secretary and Compliance Officer Membership No: A54141

Date: 11[th] February 2026 Place: Chennai Registered Office: No. B3. No.9, B Block, Alsa Arcade, 3rd Floor, 2[nd] Avenue, Anna Nagar East, Chennai-600102, Tamil Nadu. Tel: 8108618322; E-mail: [email protected]; Website: www.takesolutions.com

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NOTES FOR MEMBERS ATTENTION:

  1. The Ministry of Corporate Affairs (“MCA”) has vide its General Circular Nos. 14/2020 dated 08[th] April 2020, 17/2020 dated 13[th] April 2020, 22/2020 dated 15[th] June 2020, 33/2020 dated 28[th] September 2020, 39/2020 dated 31[st] December 2020, 10/2021 dated 23[rd] June 2021, 20/2021 dated 08[th] December 2021, 3/2022 dated 05[th] May 2022, 11/2022 dated 28[th] December 2022, 9/2023 dated 25[th] September 2023, 09/2024 dated 19[th] September 2024 and 03/2025 dated 22[nd] September 2025, (collectively called as “MCA Circulars”) permitted the holding of the General Meeting(s) through VC/OAVM, without the physical presence of the Members at a common venue.

  2. In compliance with the MCA Circulars, the EOGM of the Company is being held through VC /OAVM. The registered office of the Company shall be deemed to be the venue for the EOGM.

  3. Pursuant to the provisions of the Companies Act, 2013, a member entitled to attend and vote at the EOGM is entitled to appoint a proxy to attend and vote on his/her behalf. Since this EOGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxy(ies) by the Members will not be available for the EOGM and hence the Proxy Form, Attendance Slip and route map of EOGM are not annexed to this Notice.

  4. Institutional/Corporate members are entitled to appoint authorised representatives to attend, participate at the EOGM and cast their vote. Institutional/Corporate Members are requested to send a copy of the Board Resolution authorizing its representative to attend EOGM, pursuant to Section 113 of the Companies Act, 2013 at [email protected].

  5. The Notice of the EOGM along with the Explanatory Statement is being sent by electronic mode unless any member has requested for physical copy of the same. To support the ‘Green Initiative’ Members who have not registered their email addresses are required to register the same with the Company’s RTA. Members may note that this Notice along with the Explanatory Statement will also be available on the Company’s website viz. www.takesolutions.com, website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the EOGM) i.e. www.evotingindia.com and website of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

  6. An explanatory statement pursuant to the provisions of section 102 of the Companies Act, 2013 setting out the material facts concerning the business to be transacted is annexed hereto.

  7. All the necessary public documents shall be made available for inspection through electronic mode only on receipt of prior request on the registered email id of the Company.

  8. 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., Saturday, 28[th] February 2026.

  9. The Remote e-voting will commence on Wednesday, 04[th] March 2026 at 9:00 a.m. (IST) and will be concluded on Friday, 06[th] March 2026 at 5:00 p.m. (IST).

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  1. The Board has appointed M/s. Hemang Satra & Associates, Company Secretaries (COP: 24235 and PRC: 5684/2024) as the Scrutinizer, for conducting voting through remote e-voting during EOGM in a fair and transparent manner.

  2. As required by Rule 20 of the Companies (Management and Administration) Rules, 2014 read with MCA Circulars and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details pertaining to this EOGM will be published in one English national daily newspaper circulating throughout India (in English language) and one in Regional language in that district (in Tamil Language) in which registered office of the Company is situated.

CDSL E-VOTING SYSTEM – FOR REMOTE E-VOTING & E-VOTING DURING EOGM:

  1. 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 relevant MCA Circulars, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the EOGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e- voting as well as the e-voting system on the date of the EOGM will be provided by CDSL.

  2. The Members can join the EOGM 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 EOGM through VC/OAVM will be made available to atleast 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 EOGM without restriction on account of first come first served basis.

  3. The attendance of the Members attending the EOGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

  4. Pursuant to MCA Circulars, the facility to appoint proxy to attend and cast vote for the members is not available for this EOGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the EOGM through VC/OAVM and cast their votes through e-voting.

  5. In line with the Ministry of Corporate Affairs (MCA) Circulars, the Notice calling the EOGM has been uploaded on the website of the Company at www.takesolutions.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The EOGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the EOGM i.e. www.evotingindia.com.

  6. The EOGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circulars.

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THE INTRUCTIONS TO SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (i) The voting period begins on Wednesday, 04[th] March 2026 at 9:00 a.m. (IST) and ends on Friday, 06[th] March 2026. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Saturday, 28[th] February 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

  • (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

  • (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

  • (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type
of
shareholders
Login Method
Individual
Shareholders
holding
securities
in
Demat mode
with
CDSL
Depository
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 to Easi / Easiest are
requested to visit CDSL website www.cdslindia.com and click on login icon &
My Easi New (Token) Tab.
2) After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the e-voting is in progress as per the
information provided by company. On clicking the e-voting option, the user will
be able to see e-voting page of the e-Voting service provider for casting your
vote during the remote e-voting period 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.
3) If the user is not registered for Easi/Easiest, option to register is available at
CDSL website www.cdslindia.com and click on login & My Easi New (Token) Tab
and then click on registration option.
4) Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a e-Voting link available on
www.cdslindia.com home page. The system will authenticate the user by
sending OTP on registered Mobile & Email as recorded in the Demat Account.
After successful authentication, user will be able to see the e-Voting option
where the e-voting is in progress and also able to directly access the system of
all e-VotingService Providers.
Individual
Shareholders
holding
securities
in
demat mode
with
NSDL
Depository
1) If you are already registered for NSDL IDeAS facility, please visit the e-Services
website of NSDL. Open web browser by typing the following URL:
https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once
the home page of e-Services is launched, click on the “Beneficial Owner” icon
under “Login” which is available under ‘IDeAS’ section. A new screen will open.
You will have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services. Click on “Access to e-
Voting” under e-Voting services and you will be able to see e-Voting page. Click
on company name or e-Voting service provider name and you will be re-directed
to e-Voting service provider website for casting your vote during the remote e-
Voting period or joining virtual meeting & voting during the meeting.
2) If the user is 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

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NSDL Depository site wherein you can see e-Voting page. Click on company
name or e-Voting service provider name and you will be redirected to e-Voting
service provider website for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting
4) 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 name and you will be re-directed to e-Voting
service provider website for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
Individual
Shareholders
(holding
securities
in
demat mode)
login through
their
Depository
Participants
(DP)
You can also login using the login credentials of your demat account through your
Depository Participant registered with NSDL/CDSL for e-Voting facility. After
Successful login, you will be able to see e-Voting option. Once you 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 name and you will be redirected to e-Voting service
provider website for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL.

Login type Helpdesk details
Individual
Shareholders
holding
securities in Demat mode withCDSL
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
Individual
Shareholders
holding
securities in Demat mode withNSDL
Members facing any technical issue in login can contact
NSDL
helpdesk
by
sending
a
request
at
[email protected] or call at: 022 - 4886 7000 and 022 -
2499 7000

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

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  • 1) The shareholders should log on to the e-voting website www.evotingindia.com

  • 2) Click on “Shareholders” module.

  • 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

  • 4) Next enter the Image Verification as displayed and Click on Login.

  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

  • 6) If you are a first time user follow the steps given below:

For Physical shareholders and other than individual shareholders
holding shares in Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)

Shareholders who have not updated their PAN with the
Company/Depository Participant are requested to use the sequence
number sent by Company/RTA or contact Company/RTA.
Dividend
Bank Details
ORDate of
Birth (DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format)
as recorded in your demat account or in the company records in order to
login.

If both the details are not recorded with the depository or company,
please enter the member id / folio number in the Dividend Bank
details field.
  • (vi) After entering these details appropriately, click on “SUBMIT” tab.

  • (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

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  • (ix) Click on the EVSN for the relevant “Take Solutions Limited” on which you choose to vote.

  • (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

  • (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

  • (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

  • (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

  • (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

  • (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  • (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected]

  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

  • It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

  • Alternatively, Non-Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EOGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

  1. The procedure for attending meeting & e-Voting on the day of the EOGM is same as the instructions mentioned above for e-voting.

  2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-voting.

  3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the EOGM.

  4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

  5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  6. 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.

  7. Only those shareholders, who are present in the EOGM 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 available during the EOGM.

  8. If any Votes are cast by the shareholders through the e-voting available during the EOGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  1. For Physical shareholders – please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to RTA.

  2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

  3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

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If you have any queries or issues regarding attending EOGM & e-oting from the CDSL e-voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call toll free no. 1800 21 09911.

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Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013:

ITEM NO.1: To Regularise the Appointment of Mr. Parmeshvar Dhangare (DIN: 11410125) as Non-Executive Non-Independent Director of the Company.

The Board of Directors (‘the Board’) upon recommendation of Nomination and Remuneration Committee, at the Board meeting held on 12[th] December 2025 appointed Mr. Parmeshvar Dhangare (DIN: 11410125) as an Additional Director (Non-Executive Capacity) of the Company as per the provisions of the Companies Act, 2013 and Articles of Association of the Company.

As per Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the listed entity shall ensure that approval of shareholders for appointment or re-appointment of a person as a Director of the Company shall be taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Accordingly, approval of the shareholders is sought to comply with provisions of the Listing Regulations. Mr. Parmeshvar Dhangareis eligible for appointment as a Non-Executive NonIndependent Director, liable to retire by rotation. He has given his consent to act as a Director of the Company pursuant to Section 152 of the Act. He has further confirmed that he is neither disqualified nor debarred from holding the Office of Director under the Companies Act or pursuant to any Order issued by SEBI.

The details of Mr. Parmeshvar Dhangare as required under the provisions of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions are provided in Annexure-1 to this Notice.

The Board of Directors recommends the resolution no. 1 of this Notice, for appointment of Mr. Parmeshvar Dhangare as Non-Executive Non-Independent Director of the Company, liable to retire by rotation, for approval of the Members.

Except Mr. Parmeshvar Dhangare, none of the other Directors, Key Managerial Personnel and/or their relatives, are concerned or interested, financially or otherwise, in the said Resolution.

“ANNEXURE – 1”

DETAILS OF DIRECTOR SEEKING SHAREHOLDERS APPROVAL FOR APPOINTMENT PURSUANT TO REGULATION 36 (3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 READ WITH CLAUSE 1.2.5 OF SECRETARIAL STANDARD SS- 2 ON GENERAL MEETINGS:

Particulars Details
Name of the Director Parmeshvar Dhangare
DIN 11410125
Date of Birth 09 March 1980
Age 45 years

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Particulars Details
Nationality Indian
Qualification civilconstructionengineer
Date of first appointment ontheBoard 12thDecember 2025
No. of shares held in the Company Nil
Brief resume & nature of expertise in specific
functional areas
A civil construction engineer, having more
than 15 years of relevant industry experience.
Directorships held in other public limited
companies
None
Relationship with other Directors, Manager and
other Key Managerial Personnel of the Company
None
Whether director is debarred from holding the
office of Directorby virtue ofSEBIorder
No

- Item No. 2: To Regularise the Appointment of Mr. Vilas Munis (DIN:11533598) as Non Executive Non-Independent Director of the Company

The Board of Directors (‘the Board’) upon recommendation of Nomination and Remuneration Committee, at the Board meeting held on 11[th] February 2026 appointed Mr. Vilas Munis (DIN: 11533598) as an Additional Director (Non-Executive Capacity) of the Company as per the provisions of the Companies Act, 2013 and Articles of Association of the Company.

As per Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the listed entity shall ensure that approval of shareholders for appointment or re-appointment of a person as a Director of the Company shall be taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

Accordingly, approval of the shareholders is sought to comply with the Listing Regulations. Mr. Vilas Munis (DIN: 11533598) is eligible for appointment as a Non-Executive Non-Independent Director, liable to retire by rotation. He has given his consent to act as a Director of the Company pursuant to Section 152 of the Act. He has further confirmed that he is neither disqualified nor debarred from holding the Office of Director under the Companies Act or pursuant to any Order issued by SEBI.

The details of Mr. Vilas Munis as required under the provisions of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions are provided in Annexure – 2 to this Notice.

The Board of Directors recommends the resolution no. 2 of this Notice, for appointment of Mr. Vilas Munis as Non-Executive Non-Independent Director of the Company, liable to retire by rotation, for approval of the Members.

Except Mr. Vilas Munis, none of the other Directors, Key Managerial Personnel and/or their relatives, are concerned or interested, financially or otherwise, in the said Resolution.

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“ANNEXURE – 2”

DETAILS OF DIRECTOR SEEKING SHAREHOLDERS APPROVAL FOR APPOINTMENT PURSUANT TO REGULATION 36 (3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 READ WITH CLAUSE 1.2.5 OF SECRETARIAL STANDARD SS- 2 ON GENERAL MEETINGS:

SS- 2 ON GENERAL MEETINGS:
Particulars Details
Name oftheDirector VilasMunis
DIN 11533598
Date of Birth 01 September 1987
Age 38 years
Nationality Indian
Qualification Graduate
Date of first appointment ontheBoard 11thFebruary2026
No. of shares held in the Company Nil
Brief resume & nature of expertise in specific
functional areas
Mr. Vilas Munis is a graduate and has
professional experience in administration and
management.
Directorships held in other public limited
companies
None
Relationship with other Directors, Manager and
other KeyManagerial Personnelofthe Company
None
Whether director is debarred from holding the
office of Director by virtue of SEBI order
No

Item No. 3: Appointment of M/s. Venkat and Rangaa LLP, Chartered Accountants, as Statutory Auditors of the Company to fill up casual vacancy, caused due to resignation of M/s Sundar Srini & Sridhar, Chartered Accountants

M/s. Sundar Srini & Sridhar, Chartered Accountant (FRN 004201S) was appointed statutory auditor of the Company by the members at their AGM held on 23[rd] December, 2012 for a period of 5 years to hold office from the conclusion of 21[st] AGM until the conclusion of 26[th] AGM of the Company to be held in calendar year 2027. M/s. Sundar Srini & Sridhar has resigned from the office of Statutory Auditor vide their letter dated 8[th] October 2025. The resignation of M/s. Sundar Srini & Sridhar has caused a casual vacancy in the office of Statutory Auditors as envisaged by section 139(8) of the Companies Act, 2013. M/s. Sundar Srini & Sridhar has issued their limited review reports on the Company's results for the quarter and half-year ended September 30, 2025. Their intention to step down as Statutory Auditors of the Company was duly placed before the Audit Committee and Board of Directors at their meetings held on 26[th] September 2025. The exiting auditors have confirmed to the Chairman of the Audit Committee that there were no reason(s) for resignation other than as stated above.

Consequent to the casual vacancy, the Board of Directors on the basis of recommendation of Audit Committee, has in its meeting held on 03[rd] February 2026 appointed M/s. Venkat and Rangaa LLP,

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Chartered Accountants, (FRN: 004597S and PRC No.: 015938), as the Statutory Auditors of the Company, subject to approval of members.

The appointment was made to hold office upto the conclusion of next Annual General Meeting of the Company to be held in the year 2026. M/s. Venkat and Rangaa LLP, have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that, their appointment, if approved and made by the members, would be within the limits prescribed under the Companies Act, 2013. M/s. Venkat and Rangaa LLP is a firm of Chartered Accountants registered with Institute of Chartered Accountants of India (ICAI). It provides Audit and Assurance, Taxation and Advisory Services.

The Board of Directors recommends Ordinary Resolution set out at Item No. 3 for approval by the shareholders of the Company. None of the Directors, Key Managerial Personnel and/or their relatives is in any way, concerned or interested in the said resolution.

Item No. 4: To Approve Shifting of Registered Office from the state of Tamil Nadu to the state of Maharashtra.

The Registered Office of the Company is presently situated at B3. No. 9, B Block, Alsa Arcade, 3[rd] Floor, 2[nd] Avenue, Anna Nagar East, Chennai – 600102, Tamil Nadu, India.

For administrative convenience and operational efficiency, it is proposed to shift the Registered Office of the Company from the State of Tamil Nadu to the State of Maharashtra.

Maharashtra, being a major commercial and financial hub, will provide better business opportunities, improved access to financial markets, regulatory authorities, professional services, and other business infrastructure. The proposed shifting of the Registered Office to Maharashtra is expected to facilitate smoother operations, better administrative control, enhanced decision-making, and overall operational efficiency of the Company.

Pursuant to the provisions of Sections 12 and 13 of the Companies Act, 2013, shifting of the Registered Office of the Company from one State to another requires approval of the Members by way of a Special Resolution and confirmation by the Central Government (powers delegated to the Regional Director). Consequent upon such shifting, Clause II of the Memorandum of Association of the Company is required to be altered to reflect the State in which the Registered Office of the Company will be situated.

Accordingly, the Board of Directors, at its meeting, considered and approved the proposal for shifting the Registered Office of the Company from the State of Tamil Nadu to the State of Maharashtra and recommends the passing of the proposed Special Resolution as set out in the Notice for the approval of the Members.

The Board has also been authorized to finalize the exact address of the Registered Office of the Company in the State of Maharashtra, and to do all such acts, deeds, matters, and things as may be necessary to give effect to this resolution.

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The Board accordingly recommends the resolution set out at Item No. 4 of this Ballot Notice for approval by the Members by way of a Special Resolution. None of the Director(s) and Key Managerial Personnel(s) or their relatives, are in any way, concerned or interested, financially or otherwise, in this resolution, except to the extent of their shareholding, if any, in the Company.

By Order of the Board TAKE Solutions Limited Sd/Ms. Vandana Gupta Company Secretary and Compliance Officer Membership No: A54141

Date: 11[th] February 2026 Place: Chennai Registered Office: No. B3. No.9, B Block, Alsa Arcade, 3rd Floor, 2[nd] Avenue, Anna Nagar East, Chennai-600102, Tamil Nadu. Tel: 8108618322; E-mail: [email protected]; Website: www.takesolutions.com

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