Veritas (India) Limited — Proxy Solicitation & Information Statement 2026

Mar 13, 2026

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FLOOR-1,PLOT-18,VAKIL BUILDING,S S RAM GULAM MARG, NEW CUSTOM HOUSE,BALLARD ESTATE., M.P.T., MUMBAI 400001

Tel No. +91 22 4058 7300 . Email. invgrv@swan.co.in. website. https://www.veritasindia.net/ CIN. L23209MH1985PLC035702

March 13, 2026

To,

Listing Department BSE Limited

Phiroze Jeejeebhoy Towers Dalal Street, Fort Mumbai -400 001.

Scrip Code No.: 512229

Sub: Notice of Postal Ballot.

Dear Sir/ Ma’am,

We would like to inform your esteemed Exchange that the Company is seeking approval of its Members in respect of the following business to be passed through Postal Ballot, by way of remote e-Voting only:

Sl. No.	Resolution	Type of Resolution
1.	Appointment of Mr. Jayaramakrishnan Kannan (DIN: 06551104) as Non-Executive Independent Director of the Company.	Special Resolution

Pursuant to Reg. 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), we are herewith enclosing the Notice of Postal Ballot dated February 05, 2026 along with the Explanatory Statement.

In compliance with the with the various Circulars issued by Ministry of Corporate Affairs (MCA), including the latest General Circular No. 03/2025 dated September 22, 2025 ("MCA Circulars") and the Circulars issued from time to time by the Securities and Exchange Board of India (“SEBI”) (the “SEBI Circulars”), this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Depositories, the Company and /or MUFG Intime India Private Limited (RTA) and whose names are recorded in the Register of Beneficial Owners maintained by the Depositories as on cut-off date i.e. Friday, March 06, 2026. The communication of the assent or dissent of the Members would only take place through remote e-voting.

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FLOOR-1,PLOT-18,VAKIL BUILDING,S S RAM GULAM MARG, NEW CUSTOM HOUSE,BALLARD ESTATE., M.P.T., MUMBAI 400001

Tel No. +91 22 4058 7300 . Email. invgrv@swan.co.in. website. https://www.veritasindia.net/ CIN. L23209MH1985PLC035702

Further, in compliance with the Regulation 44 of the Listing Regulations, the Company has engaged the services of National Securities Depository Limited (NSDL) to provide the e-Voting facility to its Members. The remote e-Voting facility shall commence on Sunday, March 15, 2026 from 9:00 AM (IST) and end on Monday, April 13, 2026 at 5:00 PM (IST) . The e-Voting module shall be disabled by the NSDL thereafter.

The said Postal Ballot Notice is being made available on the website of Stock Exchange i.e. BSE Limited and is also available on the website of the Company at https://www.veritasindia.net/postal-ballot and the website of NSDL, the remote e-Voting service providing agency to the Company, at www.evoting.nsdl.com

This is for the information of the Exchange, investors and all other concerned please.

Thanking You,

For Veritas (India) Limited

AMIT Digitally signed by AMIT ANANT ANANT CHAVAN Date: CHAVAN 2026.03.13 16:09:30 +05'30'

Amit A. Chavan

Company Secretary & Compliance Officer

Encl.: As above.

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FLOOR-1, PLOT-18, VAKIL BUILDING, S S RAM GULAM MARG, NEW CUSTOM HOUSE, BALLARD ESTATE., M.P.T., MUMBAI 400001

Tel No. +91 22 4058 7300 . Email. invgrv@swan.co.in . website. https://www.veritasindia.net/ CIN. L23209MH1985PLC035702

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, as amended]

To the Members of the Company,

NOTICE is hereby given to the Members of Veritas (India) Limited (the “ Company ”) that pursuant to Sections 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (the “ Act ”), read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, and General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, and subsequent circular issued in this regard, latest being 03/2025 dated September 22, 2025 and other relevant circulars issued in this regard by the Ministry of Corporate Affairs (hereinafter collectively referred to as the “ MCA Circulars ”), Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (“ SEBI ”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI Listing Regulations ”), read with relevant SEBI circulars thereof, Secretarial Standard on General Meetings (“ SS-2 ”) including any statutory amendment(s), modification(s), variation(s) or re-enactment(s) thereof, for the time being in force, and other applicable laws, rules, guidelines, notifications, circulars and regulations, if any, the following special businesses are proposed to be passed by the Members of the Company through Postal Ballot via remote Electronic Voting (“ e-Voting ”) only.

The proposed Resolution along with the Explanatory Statement setting out material facts, as required in terms of Section 102 of the Act and Regulation 36(3) of SEBI Listing Regulations, read with the relevant rules of the Act and MCA Circulars, is appended below for seeking consent of the Members of the Company through e-Voting.

In compliance with Regulation 44 of the SEBI Listing Regulations, and pursuant to the provisions of Sections 108 and 110 of the Act read with the relevant rules of the Act and the MCA Circulars, the Company is sending this Postal Ballot Notice in electronic form only and has extended the e-Voting facility for its Members, to enable them to cast their votes electronically only instead of submitting the Postal Ballot form. The Company has appointed National Securities Depository Limited (“ NSDL ”) for facilitating e-Voting system to enable the Members to cast their votes electronically. The physical copy of this Postal Ballot Notice along with Postal Ballot forms and pre-paid business envelope will not be sent to the Members in accordance with the requirements specified under the MCA Circulars. Accordingly, the communication of the assent or dissent of the Members would take place through the e-Voting system only. The instructions for e-Voting are appended to this Postal Ballot Notice.

The remote e-voting period commences from 9:00 AM. (IST) on Sunday, March 15, 2026 and ends at 5:00 P.M. (IST) on Monday, April 13, 2026.

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The Board of Directors of the Company at their Meeting held on February 05, 2026, has appointed Mr. Jignesh M. Pandya, Proprietor of M/s. Jignesh M. Pandya & Co., Practicing Company Secretary [M. No. 7346 and CP No. 7318], as the Scrutinizer for conducting the Postal Ballot through e-voting process in a fair and transparent manner and in accordance with the provisions of the Act and the rules made thereunder. You are requested to carefully read the instructions in this Postal Ballot Notice and record your vote through the e-Voting process not later than 5:00 p.m. (IST) of Monday, April 13, 2026.

After completion of scrutiny of the votes, the Scrutinizer will submit its report to the Chairman of the Company, or a person authorized by him. The results of Postal Ballot shall be declared on or before Wednesday, April 15, 2026 along with the Scrutinizer’s report, be displayed at the Registered Office of the Company, communicated to BSE Limited, where the securities of the Company are listed and will also be uploaded on the Company’s website at www.veritasindia.net and on the website of NSDL at www.evoting.nsdl.com

The proposed Resolution, if approved, shall be deemed to have been passed on the last date of e-Voting, i.e., Monday, April 13, 2026.

SPECIAL BUSINESS:

1. Appointment of Mr. Jayaramakrishnan Kannan (DIN: 06551104) as NonExecutive Independent Director of the Company

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Schedule IV of the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 17 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Jayaramakrishnan Kannan (DIN: 06551104), who was appointed as an Additional Director of the Company in the capacity of Non-Executive Independent Director with effect from February 05, 2026, and who has submitted a declaration confirming that he meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and who is eligible for appointment, and in respect of whom the Company has received a notice in writing from a Member in terms of Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a first term of 5 (five) consecutive years commencing from February 05, 2026 up to February 04, 2031.

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RESOLVED FURTHER THAT the Board of Directors of the Company (including its committee thereof) be and is hereby authorised to do all such acts, deeds, matters and things and to take all such steps as may be considered necessary, desirable or expedient to give effect to this resolution.”

By order of the Board For Veritas (India) Limited

Amit A. Chavan Date: February 05, 2026 Company Secretary & Compliance Officer Place: Mumbai Membership No.: A38369

Registered Office:

Floor-1, Plot-18, Vakil Building, S.S. Ram Gulam Marg, New Custom House, Ballard Estate, M.P.T., Mumbai – 400001 CIN: L23209MH1985PLC035702 | Tel.: +91 22 4058 7300 Email: invgrv@swan.co.in | Website: www.veritasindia.net

NOTES:

1. The Explanatory Statement and reasons for the proposed Resolution pursuant to Section 102 read with Section 110 of the Act setting out the material facts are appended herein below.

2. The Postal Ballot Notice along with the instructions regarding remote e-Voting is being sent to all the Members by e-mail, whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e., National Securities Depository Limited (“NSDL”)/ Central Depository Services (India) Limited (“CDSL”) and who already have their e-mail address registered with the Registrar and Share Transfer Agent/ Depositories as on Friday, March 06, 2026 (“Cutoff Date”). A person who is not a Member as on the Cut-off Date should treat this Postal Ballot Notice for information purpose only.

3. The Members may please note that the Postal Ballot Notice will also be available on the Company's website at www.veritasindia.net and also on the website of BSE Limited at www.bseindia.com and on the website of National Securities Depository Limited at https://www.evoting.nsdl.com/

4. The Members of the Company whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e., NSDL/ CDSL as on the Cut-off Date (including those Members who may not have received this Postal Ballot Notice due to non-registration of the e-mail address with the RTA/ Depositories), shall be entitled to vote in relation to the resolution specified in this Postal Ballot Notice.

5. In compliance with provisions of Sections 108, 110 and other applicable provisions, if any, of the Act read with rules made thereunder, Regulation 44 of the SEBI Listing Regulations, SS-2 and relevant Circulars issued by Ministry of Corporate Affairs, and any amendments thereto, the Company is pleased to offer facility of remote e-Voting

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to enable its Members to cast their votes electronically in respect of the resolution as set out in this Postal Ballot Notice. The Company has engaged National Securities Depository Limited (‘NSDL’), to provide E-Voting facility to its Members.

1. The portal for e-Voting will remain open for the Members for exercising their voting from Sunday, March 15, 2026, at 09:00 a.m. India Standard Time (“IST”) till Monday, April 13, 2026, at 05:00 p.m. IST. Please note that e-Voting module will be disabled for voting by NSDL after the said date and time. During this period, the Members of the Company holding shares either in physical form or dematerialized form, as on the Cutoff Date, may cast their vote electronically. Once vote on the resolution is cast by the Member, he/ she shall not be allowed to change it subsequently or cast the vote again.

2. The voting rights of the Members shall be in proportion of their shareholding to the total paid up equity share capital of the Company as on the cut-off date i.e. Friday, March 06, 2026.

3. All the documents referred in the Explanatory Statement shall be available for inspection through electronic mode, during business hours, except Saturday, Sunday, and National Holidays from the date hereof up to the date of announcement of results of Postal Ballot. Members seeking to inspect such documents can send an email to invgrv@swan.co.in, mentioning their name Client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the e-mail.

4. The Scrutinizer shall submit his report to the Chairman or a person authorized by him after completion of the scrutiny and the results of the e-voting by Postal Ballot will be announced on or before Wednesday, April 15, 2026, at the Registered Office of the Company. The Resolution, if passed by requisite majority, shall be deemed to have been passed on Monday, April 13, 2026, being the last date specified by the Company for e- voting. The resolution passed by the Members through postal ballot shall be deemed to have been passed as if the same had been passed at a General Meeting of the Members.

5. The result along with the Report of the Scrutinizer shall be forwarded to the BSE Limited and shall be uploaded on the website of the Company i.e., www.veritasindia.net and website of National Securities Depository Limited at https://evoting.nsdl.com/

6. The instructions for Shareholders for e-voting are as under:

THE PROCEDURE AND INSTRUCTIONS FOR VOTING ELECTRONICALLY ARE AS FOLLOWS:

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:

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- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

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Type of Login Method
shareholders
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Type of shareholders Login Method	Type of shareholders Login Method	Type of shareholders Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 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 ClientId, 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 ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore- Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 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. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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

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5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.	5. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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

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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 evoting@nsdl.com 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 helpdesk.evoting@cdslindia.comor contact at toll free no. 1800-21-09911

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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4. Your User ID details are given below :
Manner of holding shares i.e. Your User ID is:
Demat (NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8
demat account with NSDL. 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 16 Digit Beneficiary ID
demat account with CDSL. For example if your Beneficiary ID
is 12** then your
user ID is 12**
c) For Members holding shares in EVEN Number followed by Folio
Physical Form. Number registered with the
company
For example if folio number is
001 and EVEN is 101456 then
user ID is 101456001
5. Password details for shareholders other than Individual shareholders are given
below:
a) If you are already registered for e-Voting, then you can use your existing
password to login and cast your vote.
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• 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.

• 1. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password: a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• 1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
• 1. Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system. - How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

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

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

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page. 7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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General Guidelines for shareholders

• 1 Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to jigneshpandyacs@gmail.com or invgrv@swan.co.in with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

• 2 It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

• 3 In case you have any queries or issues regarding E-Voting, you may refer the Frequently Asked Questions [“FAQs”] and E-Voting manual for shareholder available at downloads section of https://www.evoting.nsdl.com or call on 022 – 4886 7000 or send a request at evoting@nsdl.com. For any further clarifications, you may also contact the following officials:

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Contact Details
Company Mr. Amit A. Chavan
Company Secretary & Compliance Officer
Veritas (India) Limited
Regd. & Corp. Off.: Floor-1, Plot-18, Vakil Building, S.S. Ram
Gulam Marg, New Custom House, Ballard Estate, M.P.T.,
Mumbai – 400 001.
E-mail: invgrv@swan.co.in
Tel.: 022- 4058 7300
Registrar & Transfer Mr. Ravindra Utekar, Vice President
Agent MUFG Intime India Private Limited
C-101, Embassy 247, L.B.S. Marg, Vikhroli West,
Mumbai - 400083.
Email: investor.helpdesk@in.mpms.mufg.com
Tel.: 022-4918 6000
Scrutinizer CS Jignesh Pandya, Practicing Company Secretary
Email: jigneshpandyacs@gmail.com
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Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of email ids for e-voting for the resolution set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to invgrv@swan.co.in

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card) to invgrv@swan.co.in If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login -

method explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

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

2. In terms of SEBI circular dated December 09, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (the Act)

In terms of the provisions of Section 102 of the Companies Act, 2013 [“ the Act ”], Secretarial Standard on General Meetings [ “SS-2” ] and the Securities and Exchange Board of India [Listing Obligations and Disclosure Requirements] Regulations, 2015 [“ SEBI Listing Regulations ”], the following statement sets out all material facts relating to the resolution mentioned in the accompanying Notice.

Item No. 1

The Nomination and Remuneration Committee, after evaluating and considering the skills, experience and knowledge that would be available to the Board and pursuant to the provisions of the Companies Act, 2013 (“the Act”) read with the Articles of Association of the Company, recommended to the Board the appointment of Mr. Jayaramakrishnan Kannan (DIN: 06551104), as an Independent Director of the Company.

The Board of Directors, at its meeting held on February 05, 2026, considered the recommendation and appointed Mr. Jayaramakrishnan Kannan, with effect from February 05, 2026, as an Additional Director designated as an Independent Director of the Company. The Board also approved that the term of office of Mr. Kannan as an Independent Director shall be for 5 (five) consecutive years from February 05, 2026, subject to the approval of Members of the Company.

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Mr. Kannan is qualified to be appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Company has also received a declaration from Mr. Kannan confirming that he meets the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority.

The Company has also received a notice in writing from a Member pursuant to the provisions of Section 160 of the Act proposing the candidature of Mr. Kannan for the office of Independent Director of the Company.

In the opinion of the Board, Mr. Kannan fulfils the conditions for appointment as an Independent Director as specified in the Act and the Listing Regulations and is independent of the management. He possesses appropriate skills, experience, knowledge and capabilities, required for the role of an Independent Director.

Mr. Kannan’s extensive experience and expertise in strategic planning, business development, corporate governance and advisory roles will be of significant value to the Company. His knowledge and leadership experience will immensely benefit the Company and strengthen the Board’s guidance and oversight.

He will be entitled to receive remuneration by way of sitting fees for attending the meetings of the Board/ Committee(s) as approved by the Board from time to time and reimbursement of expenses for participation in such meetings.

In accordance with the provisions of Sections 149, 150, 152 read with Schedule IV to the Act and other applicable provisions of the Act, appointment of Mr. Kannan as an Independent Director requires approval of the Members of the Company.

Further, in terms of Regulation 25(2A) of the Listing Regulations, appointment of an Independent Director shall be approved by the Members by way of a Special Resolution.

Accordingly, the approval of the Members is sought by way of a Special Resolution for the appointment of Mr. Jayaramakrishnan Kannan as a Non-Executive Independent Director of the Company for the first term of 5 (five) consecutive years commencing from February 05, 2026 up to February 04, 2031.

A copy of the draft letter of appointment of the above Director as an Independent Director setting out the terms and conditions of the appointment is available for inspection on the website of the Company at www.veritasindia.net

Disclosures as required under Regulation 36(3) of the Listing Regulations read with Secretarial Standard-2 on General Meetings issued by Institute of Company Secretaries of India are annexed to this Notice.

Except Mr. Jayaramakrishnan Kannan and his relatives, to the extent of their shareholding interest, if any, in the Company, none of the other Directors, Key Managerial Personnel of

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the Company and their relatives are in any way concerned or interested, financially or otherwise, in the Resolution set out at Item No. 1 of the Notice.

The Board accordingly recommends the Special Resolution as set out at Item No. 1 of the Notice for approval of the Members.

By order of the Board For Veritas (India) Limited

Amit A. Chavan Company Secretary & Compliance Officer Membership No.: A38369

Date: February 05, 2026 Place: Mumbai

Registered Office:

Floor-1, Plot-18, Vakil Building, S.S. Ram Gulam Marg, New Custom House, Ballard Estate, M.P.T., Mumbai – 400001

CIN: L23209MH1985PLC035702 | Tel.: +91 22 4058 7300 Email: invgrv@swan.co.in | Website: www.veritasindia.net

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ANNEXURE TO THE NOTICE OF POSTAL BALLOT

Details of Director seeking appointment as per regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard -2 on General Meetings

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Name of the Director Mr. Jayaramakrishnan Kannan
Director Identification Number (DIN) 06551104
Date of Birth March 24, 1954
Age 71 Years
Nationality Indian
Date of first appointment February 05, 2026
Qualification Post graduate in Management with specialization in
Systems and Marketing from the Bajaj Institute of
Management, Mumbai.
Experience (including expertise in Mr. Jayaramakrishnan Kannan has around 40 years
specific functional area) / Brief of experience in the Information Technology
Resume industry, including over 30 years with Tata
Consultancy Services (TCS) where he held various
leadership positions in India and overseas. He
retired from TCS as Vice President – Global Alliances
and has extensive experience in strategic alliances,
business development, client relationship
management, technology consulting and corporate
strategy.
During his tenure at TCS, he served as Regional
Manager (Maryland, USA), Vice President – India
Business Unit, and handled key global clients such
as American Express, Time Warner, Target and
Nasdaq. He has also served on the boards of several
technology ventures and educational institutions
and continues to act as an advisor to various
technology companies. His expertise includes
strategic planning, IT services, alliances
management, corporate governance and industry–
academia collaboration.
Skills & Capabilities  Information Technology Industry Expertise
 Strategic Alliances & Business Development
 Leadership & Global Business Management
 Corporate Governance & Board Advisory
Remuneration sought to be paid / last Sitting fees for attending the meetings of the Board
drawn and/or its Committees, as approved by the Board of
Directors from time to time.
Relationship with other Directors/Key Not related to any Director / Key Managerial
Managerial Personnel Personnel
Number of meetings of Board 01
attended during the year
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Directorships Held in other listed Companies in India	 Swan Corp Limited  Jain Resource RecyclingLimited
Listed entities from which resigned in thepast threeyears	NIL
Committee position held in other Companies	Jain Resource Recycling Limited  Nomination & Remuneration Committee – Member  Corporate Social Responsibility Committee - Chairman
No. of Shares held in the company, including shareholding as a beneficial owner	NIL