Meeting Details

  • Date and Time: Tuesday, September 29, 2026 at 3:00 P.M.
  • Mode: Video Conference (VC) / Other Audio Visual Means (OAVM) via https://instameet.in.mpms.mufg.com
  • Type: 31st Annual General Meeting
  • Book Closure Dates: Wednesday, September 23, 2026 to Tuesday, September 29, 2026 (both days inclusive) for physical shareholders
  • Cut-off Date for Remote E-Voting: Tuesday, September 22, 2026
  • Remote E-Voting Period: Saturday, September 26, 2026 to Monday, September 28, 2026

Proposed Resolutions and Implications

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt:

  • (a) Audited Standalone Financial Statements for FY26 ended March 31, 2026, including Balance Sheet, Statement of Profit & Loss, Cash Flow Statement, and Reports of Board of Directors and Auditors
  • (b) Audited Consolidated Financial Statements for FY26 ended March 31, 2026, including Consolidated Balance Sheet, Consolidated Statement of Profit & Loss, Consolidated Cash Flow Statement, and Auditors Report

2. Director Re-appointment: To appoint Mr. Arvind Kajaria (DIN: 00106901) who retires by rotation and has offered himself for re-appointment, pursuant to Section 152 of the Companies Act, 2013

Special Business

3. Scheme of Amalgamation: To approve the Scheme of Amalgamation between One Two Three Greetings (India) Private Limited (Transferor Company & Wholly Owned Subsidiary) and IntraSoft Technologies Limited (Transferee Company) through Fast Track Route under Section 233 of the Companies Act, 2013

  • Appointed Date: April 1, 2025
  • Rationale: To combine business operations, eliminate duplication of processes, and achieve operational efficiencies
  • Capital Impact: Authorized share capital of Transferee Company will increase to ₹27.25 crore (2,72,50,000 equity shares of ₹10 each)
  • Approvals Required: Subject to approval of National Company Law Tribunal (NCLT)/Regional Director, Registrar of Companies, and other statutory authorities
  • Board Approval Date: December 3, 2025

Voting Process and Methods

  • Remote E-Voting: Available through MUFG Intime India Private Limited's InstaVote platform from September 26-28, 2026
  • E-Voting During Meeting: Available for shareholders who haven't voted remotely, accessible through InstaMeet platform
  • Voting Rights: Proportional to paid-up equity share capital as on cut-off date (September 22, 2026)
  • Methods Available:
  • For demat shareholders: Through NSDL IDeAS, CDSL Easi/Easiest, or depository participant websites
  • For physical shareholders: Registration required on InstaVote platform
  • For institutional shareholders: Special registration and voting procedures

Key Voting Outcomes

The voting results will be declared after the meeting. The document provides the process but not the actual results as the meeting is yet to be held.

Scrutinizer Appointment and Role

  • Scrutinizer: Mr. Jayesh Shah, Partner of M/s. Rathi & Associates, Practicing Company Secretaries
  • Responsibilities: Scrutinize votes cast at meeting and through remote e-voting
  • Report Timeline: To submit consolidated scrutinizer's report within two working days of meeting conclusion
  • Result Declaration: Chairman will declare results based on scrutinizer's report
  • Result Publication: Results will be placed on company website (www.itlindia.com) and MUFG Intime website (http://www.in.mpms.mufg.com/), and submitted to stock exchanges

Compliance with Laws and Regulations

The meeting is conducted in compliance with:

  • Ministry of Corporate Affairs General Circular no. 03/2025 dated September 22, 2025
  • SEBI Circular no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024
  • SEBI Circular no. SEBI/HO/CFD/CFD-POD-2/P/CIR/2023/167 dated October 7, 2023
  • SEBI Master Circular no. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024
  • Section 108 of Companies Act, 2013 and Rule 20 of Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI (LODR) Regulations, 2015
  • SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020

Additional Information

  • Unclaimed Dividends: Shareholders requested to encash dividend warrants for financial years 2018-2019 (Final) to 2025-2026
  • IEPF Transfer: Dividends unpaid for seven years will be transferred to Investor Education & Protection Fund
  • Document Availability: Notice and Annual Report 2025-2026 available on company website and stock exchange websites (NSE: www.nseindia.com, BSE: www.bseindia.com)
  • Helpdesk Support: Technical support available from MUFG Intime at instameet@in.mpms.mufg.com or helpline +91 22 4918 6175