June 12, 2025

To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001 Scrip Code: 532372

To,

National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051 Symbol: VIRINCHI

Dear Sir/Madam,

Subject : Notice of Postal Ballot

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

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Notice of Postal Ballot & E -Voting, together with the Explanatory Statement thereto, seeking approval of the Members for the following Special Businesses as set out in the said Notice:

S.No.	Special Resolution
1.	Appointment of Ms. Priya Rajender Goda (DIN: 07402785) as an Independent Director of the
	Company.

The aforementioned Notice is being sent by electronic mode today i.e., June 12, 2025, to all the Members, who have registered their email addresses with the Company/Depositories/Registrar and Transfer Agents of the Company viz., Aarthi Consultants Private Limited and whose names appear in the Register of Members / list of Beneficial Owners as on Friday, June 06, 2025.

The Notice of Postal Ballot & E-Voting is also available on the website of the Company viz.,

www.virinchi.com. The remote e-voting will commence on Saturday, June 14, 2025 at 9.00 a.m. (IST) and end on Sunday, July 13, 2025 at 5.00 p.m. (IST), and the result thereof will be declared on or before Tuesday, July 15, 2025.

This is for your information and records.

Thanking you, Yours faithfully, For Virinchi Limited K Ravindranath Tagore Kolli Ravindranath Tagore Digitally signed by Kolli Ravindranath Tagore Date: 2025.06.12 15:27:46 +05'30'

Company Secretary M.No.A18894

Encl. as above

VIRINCHILIMITED

Regd Office: 8-2-67215&6,4'n Floor, llyas Mohammcd Khan Estate Road No.1, Banjara Hills, Hyderabad- 500034, Telangana. lele: O4O-43128111, Website: www.virinchi.com, Ema il: [email protected], CIN: 172200TG1990P1C011104

NOTICE OF POSTAL BALLOT & E-VOTING

(Pursuant to Scction 108 and Section 110 of the Companies Act, 2013 read with Rule 20 and 77 of the Companies (Management and Administration) Rules,2014)

To The Members Virinchi Limited

Dear Member(s),

VOTING STARTS ON	VOTING ENDS ON
Saturday, June 14, 2025 at 9.00 a.m. (lST)	Sunday,.luly 13,2025 at 5.00 p.m. (lST)

Notice is hereby given pursuant to Section l-08, Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ("thc Act") read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, read with General Circular No. 1,412020 dated April 8,2020, the General Circular No. 17 /2020 dated April 13,2070, the General Circular No. 22/2020 dated June 1,5, 2020, the General Circular No. 33/2020 dated September 78, 2020, the General Circular No. 39 /2020 dated December 31, 2020, General Circular No. 02/2A21 datcd lanuary L3,202L, the General Circular No. 10/2O2l dated lune ?3, 2021,, the General Circular No. 20/2021, dated December 8, 2021,, the General Circular No. 03 /2022 dated May 5, 2022 and the General Circular No. 11/2022 dated December 28, 2022, gl2O23 dated September 25,2073, Og 17024 dated 19th Scptcmber, 2024 issued by Ministry of Corporate Affalrs ("MCA Circulars"), and SEBI Circulars dated January 05,2023, October 07,2023 and October 03,2024 read with Regulation 44 of the Securities and Exchange Board of lndia (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards on General Meetings (S5-2) including any statutory modification oT re-enactment thereof for the time being in force and pursuant to other applicable laws and regulations, that the Resolution appended below is proposed to be passed by the Members of the Company by means of Postal Ballot, only by way of remote electron ic voting process ("e-voting").

Pursuant to the MCA Circulars and other applicable laws and regulations, this Postal Ballot Notice is being sent in electronic form only to those Members whose e-mail address is registered with the Deposito ries/Co m pa ny/Registra r and Share Transfer Agent (RTA) i.e., Aarthi Consultants Private Limited ("Aarthi Consultants"). The Company has engaged the

services of Central Depository Services lndia Limited ("CDSL") for providing e-voting to all its membcrs. As the Members are required to cast their votes electronically only, they are requested to read the instructions carefully, as provided in Note No. 12 in the Postal Ballot ^Not ice.

The remote e voting window shall remain open from from 9:00 a.m. (lST) on Saturday, June L4, 2025 till 05:00 p.m. (lST) on Sunday, July 13, 2025, and the remote e-voting shall be disabled thereafter and shall not be allowed beyond the aforesaid date and time. Members are requested to cast their votes on or before the aforesaid date and timc to consider the votes as va lid.

As rcquired pursuant to Sectlons 102, 110 and other applicable provisions, if any, of the Act, the Explanatory Statement, setting out the material facts concerning the proposed a Special Reso lutions, is annexed hereto.

The Board of Directors has appointed Mr. G. Vinay Babu, Practicing Company Sccretary (Membership No. A20592 and Certificate of Practice No. 20707), as thc Scrutinizer for conducting the Postal Ballot through the c-voting process in a fair and transparent manner.

The Scrutinizer will submit his report to the Chairman of the Company, or any pcrson authorized by him after completion of scrutiny of thc votcs. Thc results of voting conducted through postal ballot (remote e voting process only) will be announced by the Chairman or any person authorized by him on or before, Tuesday, )uly 15,2025. The results of the voting along with the Scrutinizer's Report will be made availablc on thc Company's website i.e. wwrv.r.;irinchi.com, thc wcbsite of Aarthi Consultants Private Limited (RTA), at \iww.aarthiconsultants.com and also communicated to BSE Limited ("BSE") and NSE Limited ("NSE"), where the Company's equity shares are listed and be available on it's websites, i.e., i.vivw.bseindia.corn and www.nseindia.com.

PROPOSED RESOLUTIONS

SPECIAL BUSINESS:

Item No. 1

Appointment of Ms. Priya Rajender Goda (DlN: 07 402785) as an Independent Director of the Company.

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

"RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 ('Act'), the Companies (Appointment and Qualifications of Directors) Rules, 2014 ('Rules') and Regulation 17 of the Securities and Exchange Board of lndia (Listing Obligations and Disclosurc Rcquircments) Regulations, 2015 ('Listing Rcgulations'), including any statutory modification(s) or re-enactment thereof for the time being in force, Ms. Priya Rajender Goda (DlN: A7 407785) who was appointed by the Board of Directors as an Additional Director (Non-Executive lndependent) of the Company with effect from lunc 11, 2025 ln terms of Section 161 of the Act and who is eliglble for appointment as a Director, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 1,49, 1,5O, 152 read with Schedule lV and other applicable provisions of the Act, if any, read with Regulation 25 (2A) of the Listing Regulations, including any statutory modification(s) oT re-enactment thereof for the time being in force, the appointment of Ms. Priya Ra.jender Goda (DlN: O/402785), as an Independent Director of the Company, not liable to retire by rotation, for a period of Five consccutivc years with effect from Junc 11, 2025 to Junc 10, 2030, be and is hereby approved.

RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing resolution, the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and things, including approving any amendments or alterations thereto as it may in its absolute discretion deem necessary, proper or desirable, and to settle any question, difficulty or doubt that may arise in respect of aforesaid without being required to seek any further consent or approval of the Members of Company."

By Order of the Board For Virinchi Limited

l\ v K-.Hdl..\$ -

K. Ravind ranath Tagore Company Secretary M.No: A18894

Place: Hyderabad Date: June tl,2025

Explanatory Statement pursuant to Sections 102 and l-10 of the Act, Secretarial Standards-2 (SS-2) and Listing Regulations stating all material facts and the reasons for the proposed Resolution(s) above, is annexed herewith for your consideration. 1.
2; Pursuant to thc guidclines and clarifications issued by Ministry of Corporate Affairs vide General Circular Nos. 1412020 dated April 8,2070, 11/2070 dated April 13,2070,2212020 dated .June 1,5, 2O2O,33/2020 dated September 28,2020, 39 /2020 dated Decembcr 31, 7020, 02/7021, dated January 13, 2021, IO/2021 dated June 23, 707L, 20 /202L dated December 8, 7021-, 03/2022 daied May 5, 2022, 11/2022 dated December 28, 2022, ⁰⁹/2073 dated September 25, 2023 and 09/2024 dated September 19, 2074 ("MCA Circulars"), and SEBI Circulars dated lanuary 05, 2073, October 01, 2023 and October 03, 2024, Companies are allowed to conduct Postal Ballot by sending notice in electronic form only. Accordingly, physical copy of Postal Ballot notice, Postal Ballot form, and pre-paid business reply envelope will not be sent to the Members for this postal ballot. The communication of assent or dissent of the Members would take place through thc proccss of remote e-voting on ly.
1. ln compliance with the aforesaid circulars, this Postal Ballot Notice is being sent only through electronic mode to all the Members whose names appear in the Register of Membcrs/ Record of Depositories as on Friday, June 06,2025 (Cut-off date) and whose Email addresses are registcrcd with the Dcpositories/Com pa ny/Aa rth i Consultants. The Postal Ballot Notice is also made available on the Company's website at www.virinch i.com and on the website of the Stock Exchange where the shares of the Company have been listed viz., BSE Limited - wwr.bseindia.com and NSE Limited - lvww,nseindia.com.
1. Members who have not registered their e mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company's Registrar and Share Transfer Agent, Aarthi Consultants Private Limited, 1,2 285, Domalguda, Hyderabad [email protected]. 500029, Telangana State, lndia i.c., at
Thc voting rights for Equity Shares aTe one vote per one Equity Share, registcrcd in thc name of the mcmbcrs. Voting rights shall be reckoned on the paid-up value of Equity Shares registered in the name of the shareholders as on Friday, June 06, 2025. A person who is not a shareholdcr on the rclcvant date should treat this notice for information pu rpose only.
1. ln compliance with Sections 108 and 110 of the Act and thc rules made there under, the MCA Circulars and Regulation 44 of the SEBI (Listing Obligations and Disclosure Rcquircments) Regulations, 2015, the Company has provided thc facility to the shareholders to exercise their votes electronically and vote on thc resolutions through the

e-voting service facility provided by CDSL. The instructions for e-voting are provided in Note No. 12 of this Postal Ballot Notice.

1. Shareholders desiring to exercise thcir vote through the e-voting process are requested to read the instructions in the Notes under the seclion "lnstructions for E-Voting" in this Postal Ballot Notice. Shareholdcrs are requested to cast their vote through the e-voting proccss from g:00 a.m. (lST) on Saturday, )une 1"4,2025 till 05:00 p.m. (lST) on Sunday, .luly L3,2025 to be eligible for being considered, failing which it will bc considered that no responsc has bccn rcccivcd from the shareholder.
1. The Scrutinizer will submit his report to the Chairman after the completion of scrutiny, and the rcsult of the voting by postal ballot through the e-voting process will be announced by the Chairman or any Director of the Company duly authorised, on or before Tuesday, July 1,5,2025 and will also be displayed on thc wcbsitc of thc Company at www.virinch i.com besides being communicated to the Stock Exchanges.
9, The Resolutions proposed in the Postal Ballot Notice, if passed by the requisite majority, shall bc deemed to have been passed on Sunday, July 1,3, 2025, the last date specified for receipt of votes through the e voting process and as if they have been passed at a General Meeting of the Members of the Company.
1. The result of the voting with details of the number of votes cast for and against the Resolution, invalid votes and whether the resolution has been carried or not, along with the Scrutinizer's report will be displayed for at least three days on the notice board of the Compa ny at the registercd office of the Company and on the wcbsite of the Company.
1. All thc material documents referred to in the explanatory statement will be available for inspection electronicallyuntil the last date for receipt of votcs through the c-voting proccss. Members seeking to inspect such documents can send an email to [email protected].

12. The instructions of shareholders for remote e-voting:

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 Saturday, June 14, 2025 at 9.00 a.m. (lST) and ends on Sunday, July 13, 2025 at 5.00 p.m. (l5T). During this period shareholders' of the Company, holding sharcs cither in physical form or in dematerialized form, as on the cut off date (rccord datc) of Friday, Junc 06, 2025 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholdcrs who have already voted prior to the meeting date would not be entitled to vote at the meeting vcnue.
Pursuant to SEBI Circular No. SEB|/HO/CFDICl'i.DIC|RIP l2O2O/242 dated 09.12.2020, under Rcgulation 44 of Securities and Exchange Board of lndia (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. (iii)

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

ln 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 scamless authentication but also enhancing ease and convenience of participating in e-votin g p rocess.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.
ln terms of SEBI circular no. SEBI/Ho/CFD/SMDICIR/P /2020/242 dated December 9, 2O2O on e-Voting facility provided by Listed Companies, lndividual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Sharcholdcrs are advised to update their mobile number and email Id in their demat accounts in order to access e-Votlng fa cility. (iv)

Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

of Type	Login Method
shareholders
lndividual	Uscrs who have opted for CDSL Easi / Easiest facility, can login through 1)
Shareholders	their existing user id and password. Option will be made available to
holding	rcach c-Voting page without any further authentication. The users to
secu rities ln	login to Easi / Easiest are requested to visit cdsl website
Demat modc	www.cdslind ia.com and click on login icon & My Easi New (Token) Tab.
with CDSL	After successful login the Easi / Easiest user will be able to see the e 2)
Depository	Voting option for eligible companies where the evoting is in progress
	as per thc information provided by company. On clicking the evoting
	option, the user will be able to see e-Voting page of the e-Voting
	service provider for casting your vote during the remote e-Voting
	pcriod or joining virtual mceting & voting during thc meeting.
	Additionally, there is also llnks provided to access the system of all e
	Voting Service Providers, so that the user can visit the e Voting service
	providers' websitc directly.
	lf the user is not registered for Easi/Easiest, option to register is 3)
	available at cdsl website www.cdslindia.com and click on login & My
	Easi New (Token)Tab and then click on rcgistration option.
	Alternatively, the user can directly access e-Voting page by providing 4l
	Demat Account Number and PAN No. from a e-Voting link available
	on r,vww.cdslindia.com home page. The systcm 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 cvoting is in progress and also ablc
	to directly access the system of all e-Voting Service Providers.
lndividual	1) lf you are already registered for NSDL IDeAS facility, please visit the e
Sh a rchold ers	Services website of NSDL. Open web browser by typing the following
holding	URL: https://eservices.nsdl.com either on a Personal Computer or on a
secu rlties in	mobile. Once the home page of e-Scrviccs is launchcd, click on thc
demat mode	"Beneficial Owner" icon under "Login" which is available under'lDeAS'
with NSDL	section. A new screen will open. You will havc to cntcr your Uscr lD
Depository	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 provlder name and you will be re-directed to e-Voting
	service provider website for casting your vote during the remote e

	vftnchi
	www"virinch i.com
	VoLing period.
	2) lf the user is not registered for IDeAS e-Services, option to register is
	available at https://cscrviccs.nsdl.com. Select "Registcr Online for
	"Porta I or IDeAS c lick	at
	https://ese rvices. nsd l. co m/5ecu reWe b/ld ea sD irectReg. isp
	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 lD (i.e. your sixtccn 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 name and you will be
	redirected to e-Voting service provider website for casting your vote
	during the remote e-Voting period.
	4\ For OTP login you based click can
	on https://ese rvices. n sd I.co m/Secu reWe b/evoting/evotinglogin. isp.
	You will have to enter your 8-digit DP lD,8-digit Client ld, PAN No.,
	Verification code and generate OTP. Enter the OTP recelved on
	registered email id/mobile number and click on login. After successful
	authentication, you will be redirected to NSDL Dcpository 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
	pcriod or.loining virtual meeting & voting during the meeting.
Individual	You can also login using the login credentials of your demat account
Sh arehold ers (holding	through your Depository Participant registered with NSDL/CDSL for e Voting facility. After Successful login, you will be able to see e-Voting
securities in	option. Once you click on e-Voting option, you will be redirected to
d emat	NSDL/CDSL Depository site aftcr succcssful authentication, whcrcin
mode) login	you can see e-Voting feature. Click on company namc or c-Voting
th rough	service provider name and you will be redirected to e-Voting service
their	provider website for casting your vote during the remote e-Voting
Depository	period.
Pa rticipants
(DP)

lmportant note: Mcmbcrs who are unable to retrieve User lD/ Password are advised to use Forget User lD and Forget Password option available at abovementioned website.

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

Login type	Helpdesk details
lndividual Sh a rch o ldc rs h old ing	Members facing any technical issue in login
securities in Demat mode with CDSL	can contact CDSL helpdesk by sending a
	request at [email protected]
	or contact at toll free no. 18OO 21099L1,

lndlvidual Sh a re h old ers hold ing	Members facing any technical issue in login
securities in Demat mode with NSDL	can contact NSDL helpdesk by sending a
	request at [email protected] or call at : 022
	- 4886 7000 and 022 - 2499 TOOO

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

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

1) The shareholders should log on to the e-voting website wrvw.evotinsindia.com.
2) Click on "Shareholders" module.
3) Now enter your Uscr lD
a. For CDSL: 16 digits beneficiary lD,
b. For NSDL: 8 Character DP iD followed by 8 Digits Client lD,
c. Shareholders holding shares in Physical Form should cnter Folio Number registe red with the Company.
4) Next enter the lmage Verification as displayed and Click on Login.
5) lf you are holding shares in demat form and had logged on to wwv,,.cvotingindia.com and votcd on an carlier e-voting of any company, then your cxisting password is to bc uscd.
6) lf 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 lncome Tax Department
	(Applicable for both demat shareholders as well as physical shareholders)

	Shareholdcrs who have not updated their PAN with the
	Company/Depository Participant are requested to usc thc scquence
	number sent by Company/RTA or contact Company/RTA.
Dividend	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
Bank	recorded in your demat account or in the company records in order to login.
Deta ils	o lf both the details are not recorded wlth the depository or company,
OR Date of	pleasc enter the member id / folio number in the Dividend Bank
Birth (DoB)	d eta ils fie ld.

After entering these details appropriately, click on "SUBMlT" tab. (vi)
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. lt is strongly rccommended not to share your password with any other person and takc utmost care to keep your password confidential. (vii)
For shareholders holding shares in physical form, the details can be used only for evoting on the resolutions contained in this Notice. (viii)
Click on thc EVSN for the relevant on which you choose to votc. (ix )
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 Reso lutio n. (x)
Click on the "RESOLUTIONS FILE LINK" if you wish to view the entlre Resolution details. (xi)

(xii) After selecting the resolution, you have decided to vote on, click on "SUBMlT". ^A confirmation box will be displayed. lf 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 votcs 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 lD 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 availabie to scrutinizer for verification.

(xvii) Additional Facility for Non - lndividual Shareholders and Custodians -For Remote Voting only.

. Non-lndividual shareholders (i.e. other than lndividuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and registcr themselves in the "Corporates" mod ule.
o ^Ascanned copy of the Registration Form bearing the stamp and sign of the entity should bc cmailed to [email protected].
. After receiving thc 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 oI any wrong mapping.
o lt 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 ln the system for the scrutinizer to verify the same.
. Alternatively Non lndividual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of thc 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 ihe CDSL e-voting system for the scrutinizer to verify the same.

Process for those shareholders whose email/mobile no. are not registered with the co m p a ny/d eposito ries.

For Physical shareholders- please provide necessary details likc 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 Company/RTA email id.
For Demat shareholders , Plcasc update your email id & mobile no. with your respective Depository Pa rticipa nt (DP)
For lndividual Demat shareholders - Please respective Depository Participant (DP) which meetings through Depository. update your email id & mobile no. with your is mandatory while e-Voting & joining virtual

lf you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can writc an email to [email protected] or contact at toll free no. 1800 21,0991,1,

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (lndia) Limited, ^A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no. l-800 21 09911

General lnstructions:

ln case Members of thc Company have not registered their c-mail address:

ln terms of the MCA and SEBI Circular mentioned hereinabove, the Company will send Postal Ballot Notice in Electronic form only and hard copy of Postal Ballot Notice along with Postal Ballot Forms and prcpaid business envelope will not bc scnt to the Members for this Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the E-voting system only. Therefore, those Members who have not yet registered their e-mail address are requested to get their e-mail addresses tcmporarily registered by visiting http://wwr.n,.aarthiconsultants.com/investor services/. Post succcssful rcgistration of email, the Member would get soft copy of the notice and the procedure for e-voting along with the User lD and Password to cnablc rcmotc e-voting for this Postal Ballot. In case of any queries, member may write to [email protected].

The Remote E voting period commences from 9:00 a.m. (lST) on Saturday, )une 1,4,2075 till 05:00 p.m. (lST) on Sunday, July 13, 2025. During this period, the members of the

Company, holding shares either in physical form or in demat form, as on the cut-off date i.e., Friday, June 06, 2025 may cast their vote electronically. Once the vote on a resolution is cast by the member, the member shall not be allowed to changc it subsequently.

The Scrutinizer shall, unlock the votes in the prcsence of at least two (2) witnesses, not in the employment of the Company and make a Scrutinizer's Report of the votes cast in favour or against, if any, forthwith submit to the Chairman of the Company.
Subjcct to the receipt of sufficient votes, the Resolutions shall be deemed to be passcd on the last date of voting i.e., on Sunday, July 3,3, 2025. The results declarcd along with the Scrutinizer's Report shall bc placed on the Company's website at www.virinchi.com and also on the notice board placed at the Registered Office ofthe Company and on the websitc of CDSL.
Mr. K. Ravindranath Tagore, Company Secretary, Virinchi Limited, Regd. Off. 8-2-672/5&6, 4tr'Floor, llyas Mohammed Khan Estate, Road No.1, Banjara Hills, Hyderabad - 500034, Telangana State, lndia, Email: [email protected], Phonc No. 040-48199999 is rcsponsiblc to addrcss thc gricvances connected with the E-voting and Postal Ballot.
To receive communication through electronic means, including annual reports and notices, members are requested to kindly rcgister/updatc thcir email address with their respective depository participant, where shares are held in electronic form. If, however, shares are held in physical form, members are advised to register their e-mail address with the Company RTA i.e. Aarthi Consultants Private Limited on r.vlvr,v. a ^arth ico ns u lta nts.co m/i nvesto r se rvices.
Members holding shares either in demat or physical mode who are in receipt of Notice and entitled to vote, may cast th eir votes th rough e-voting.

Place: Hyderabad Date: June lL,2025

,r, -- -\:./ \ lL:lr-,.-t:,n,:) .Ip \Q.'--.'7 ( t '\=i/' K. Ravindranath Tagore

By Order of the Board .,i-rll-+-tl For Virinchi Limited

Company Secretary M.No: A18894

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1} OF THE COMPANIES ACT, 2013 FORMING PART OF THE NOTICE

As required under Section 102(1) of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013, this Explanatory Statement contains relevant and material information, as detailed herein, to enable the Members to consider for approval of the Resolution No. 1as set out in the Notice of Postal Ballot.

Item No.: 1

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on June 1,1,,2025, appointed Ms. Priya Rajender Goda (DlN: 0l4O2l85) as an Additional Director - Non-Executive lndependent Director, not liable to retire by rotation, for a term of five years commencing from June L1-, 2025, subject to approval of the Members by Special Resolution.

ln terms of Regulation 17(1C) of the Securities and Exchange Board of lndia (Listing Obligations and Disclosure Requirements) Regulations,2015 (SEBI Listing Regulations), thc Company is required to obtain the approval of Members for appointment of a Dircctor at the next General Meeting or within a period of three months from the date of appointment, wh ichever is earlier.

Brief profile of Ms. Priya Rajender Goda is as undcr:

Priya Rajender completed her Post Graduation in Master of Business Administration in the year 2010. She began her professional career with Dell Financial Services, serving as a Senior Accounts Receivables Executive. She also had a brief stint with the British Deputy High Commission. Subsequently, she worked as a Corporate Social Responsibility (CSR) and Management Consultant for various software and pharmaceutical compan ies.

Based on the skills, competence and expertise in understanding of business dynamics and experience in guiding and leading management teams, developing governance practices, the Board, on the rccommendation of thc Nomination and Remuneration Committee, has determined that the appointment of Ms. Priya Rajender Goda would be beneficial to the Company.

The Company has received a notice under Section 160(1) of the Act proposing her candidature for the office of Director of the Company.

The Company has received the consent from Ms. Priya Rajender Goda to act as a Director and declaration that she meets the criteria of independence providcd in Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations

and other neccssary declarations. ln terms of Regulation 25(8) of SEBI Listing Rcgulations, she has confirmed that she is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact her ability to discharge his duties as an. Indepcndcnt Director of the Company. She has also confirmed that she is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with rcspect to registration with the data bank of lndependent Directors maintained by the Indian lnstitute of Corporate Affairs.

Ms, Priya Rajcndcr Goda has also confirmed that she is not disqualified from being appointed as Director under the provisions of Section 164 of the Act and is not dcbarred from holding the office of Director by virtue of any order of the Securities and Exchange Board of lndia or any othcr such authority.

ln the opinion of the Board, Ms. Priya Rajender Goda is a person of integrity and fulfils the conditions specified in the Act and the Rules made thereunder rcad with the provisions of the SEBI Listing Regulations, cach as amended, and is independent of the Management of the Company.

The terms and conditions of her appointment are available for inspection by the Mcmbcrs at the Registercd Office of the Company during business hours on all working days, until the last date of remote e-voting.

ln compliance with the provisions of Section 149 rcad with Schcdulc lV to the Act and Regulation 17 of SEBl Listing Regulations, the approval of Members is sought for the appointment of Ms. Priya Rajender Goda as a Non-Executive lndependent Director of the Company, by way of a Special Resolution as set out above.

The Board rccommends the Spccial Rcsolution as sct out at ltem No.1 of thc Notice for ^app rova I of the Members.

Except Ms. Prlya Rajender Goda and her relatives, none of the other Directors and Key Managcrial Pcrsonnel of the Company and their respective relatives are, in any way, concerned or interested in the Resolution set out at ltem No. 1 of thc accompanying Notice.

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By Order of the Board For Virinchi Limited

I r+4

K. Ravindranath Tagore Company Secretary M.No: A18894

Place: Hyderabad Date: June tL,2025

Details of the Directors seeking appointment

lln pursuance of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requircments) Regulations, 2015 and SecretarialStandard - 2 on General Meetingsl

S.No.	Particulars	Details
1.	Name of the Director	Priya Rajender Goda
2.	DIN	01402785
	Date of b irth	a6/t/1s84
4.	Age	40 yea rs
	Date of first appointment on the Board	June LL, 7075
6.	Terms and con d itions of a ppo intment	Appointed as an lndependent Director not liablc to retire by rotation for 5 consecutive years with effect from June L1.,2025
/.	Remuneration last drawn {in FY 2024- 25), if a pplica b le	Not a pplica b le
8.	Remuneration proposed to be paid	Sitting fees in accordance with the provisions of the Companies Act, 2013
9.	Number of Meetings of the Board attended during the year 2025-26	Nil
10.	Brief resume of the dircctor;	Please refer the explanatory statement set out of item no. 1 of thc Notice
11.	Nature of expertise in specific functional aTeas	Please refer the explanatory statement sct out of item no. 1 of the Notice
L2.	Disclosu re of relationships between d irectors inter-se	None
L3.	Names of listed entities in which the person also holds thc directorship and the membership of Committees of the board along with listed entities from which the person has resigncd in the past th ree yea rs	None
1-4.	Shareholding of non-executivc d ircctors in the listed cntity, including shareholding as a beneficial owner	None
15.	ln case of independent directors, the skills and capabilities required for the role and the manner in which the proposed person meets su ch requirements.	Please refer thc cxplanatory statement set out of itcm no. 1 of the Notice

AI assistant

Virinchi Limited Proxy Solicitation & Information Statement 2025

61608_rns_2025-06-12_8f00a43a-93bd-4b50-af3d-e9eb12ecd953.pdf