Key Quantitative Figures and Dates

  • Postal Ballot Dispatch Date: November 13, 2026
  • Cut-off Date for Shareholder Eligibility: Friday, November 06, 2026
  • E-Voting Period: Saturday, November 14, 2026 (9:00 AM IST) to Sunday, December 13, 2026 (5:00 PM IST)
  • Result Declaration Date: On or before Tuesday, December 15, 2026, by 5:00 PM IST
  • Scrutinizer: CS Nishant Jain (CP No. 27747), Practicing Company Secretary

Parties Involved

  • Stock Exchange: BSE Limited
  • E-Voting Service Provider: Central Depository Services (India) Limited (CDSL)
  • Registrar and Share Transfer Agent (RTA): Cameo Corporate Services Limited (inferred from email kandhimathi@cameoindia.com)
  • Related Party (Item 1): Jupitice Justice Technologies Private Limited
  • Warrant Allottee (Item 2): Bridge India Fund

Details of Resolutions for Shareholder Approval

ITEM NO 1: Ordinary Resolution
  • Purpose: To seek approval for a Related Party Transaction (RPT).
  • Transaction: Taking on record a Software Development and Implementation Services Agreement already executed with Jupitice Justice Technologies Private Limited and approving its prospective continuation.
  • Counterparty: Jupitice Justice Technologies Private Limited, a related party due to common promoters (Raman Aggarwal, Shrey Aggarwal, Anju Aggarwal).
  • Contract Value: An aggregate consideration not exceeding ₹24,60,00,000 (Rupees Twenty-Four Crore Sixty Lakh only), plus applicable GST.
  • Contract Tenure: 18 months.
  • Scope of Services: End-to-end delivery of an ADR marketplace platform, including development, configuration, ADR processes, records, payments, privacy controls, AI controls, marketplace management, integrations, testing, deployment, training, and handover. The reference programme is from 1 April 2026 to 30 September 2027.
  • Warranty: 12 months after final acceptance, with the first 90 days as a stabilisation period.
  • Rationale: To facilitate the development and operationalisation of an integrated ADR Marketplace Platform through a single contractual arrangement, ensuring coordinated execution and timely delivery.
  • Voting Restriction: Related parties, as defined under SEBI LODR Regulations, shall not vote on this resolution.
ITEM NO 2: Special Resolution
  • Purpose: To seek approval for a prospective revision in the allocation of unutilised proceeds from a preferential issue of convertible warrants.
  • Original Preferential Issue: 98,58,000 convertible warrants were allotted to Bridge India Fund on 6 February 2026 for a total issue consideration of ₹35,48,88,000, based on a conversion price of not less than ₹36 per share. This was pursuant to BSE Limited's in-principle approval dated 23 January 2026.
  • Funds Received: ₹26,61,60,000 was received as of the half-year ended 30 September 2026. The remaining ₹8,87,28,000 is contingent upon the exercise of the warrants.
  • Original Fund Allocation:
  • Working Capital: ₹6.12 Cr
  • Sales & Marketing: ₹11.00 Cr
  • Technology Capex: ₹9.50 Cr (to be utilised within 24 months from receipt)
  • General Corporate Purpose: ₹8.86 Cr
  • Utilisation as of 30-Sep-2026:
  • Working Capital: ₹4,10,05,328.27 utilised
  • Sales & Marketing: ₹0.00 utilised
  • Technology Capex: ₹9,44,99,999.97 utilised
  • Total Utilised: ₹13,55,05,328.24
  • Proposed Revised Allocation (Full Issue of ₹35.49 Cr):

| Object of Utilization | Revised Total Allocation |

| Investment/Capex in Technology development | ₹24,60,00,000.00 |

| Working capital for ADR and related services | ₹6,50,00,000.00 |

| Sales, marketing and partner onboarding | ₹1,50,00,000.00 |

| General Corporate Purpose | ₹2,88,88,000.00 |

| Total | ₹35,48,88,000.00 |

  • Future Available Allocation (Post-Approval): This is the balance of the revised allocation not yet utilised, dependent on funds actually received from warrant exercises.
  • Working Capital: ₹2,39,94,671.73
  • Sales & Marketing: ₹1,50,00,000.00
  • Technology: ₹15,15,00,000.03
  • General Corporate Purpose: ₹2,88,88,000.00
  • Rationale for Change: To strengthen the technology platform to meet expectations for guided user journeys, automated administration, reliable case handling, and international scalability. The core business object (ADR services) remains unchanged.
  • Governance: The Board is to maintain a category-wise ledger of utilisation and submit required disclosures under Regulation 32 of SEBI LODR.

Capital Structure Impact

The resolution (Item 2) pertains to the utilisation of proceeds from an already-completed preferential allotment of warrants. It does not alter the number of warrants, their issue price, conversion terms, or rights. Therefore, approval of this resolution has no immediate impact on the company's share capital or promoter holding. The potential future equity dilution from the conversion of the 98,58,000 warrants remains unchanged.

Financial and Operational Impact

  • Item 1: Approval will allow the company to continue performance under the ₹24.6 crore related-party contract, which is central to developing its core ADR marketplace platform.
  • Item 2: Approval will authorize the reallocation of warrant proceeds, significantly increasing the budget for technology development (from ₹9.5 Cr to ₹24.6 Cr) while reducing allocations for sales & marketing and general corporate purposes. This shifts the strategic focus towards platform building.
  • The financial impact of both items is contingent on shareholder approval and the subsequent receipt of funds from warrant exercises.

Voting Process

  • The notice was dispatched to shareholders electronically on November 13, 2026.
  • Remote e-voting is mandatory and will be conducted exclusively through the facilities provided by CDSL.
  • Shareholders can vote from November 14, 2026, to December 13, 2026.
  • The resolution is deemed passed on the last date of e-voting (December 13, 2026) if it receives the requisite majority.
  • Results will be announced on or before December 15, 2026, and uploaded on the company's website (artemisadr.com) and BSE website.