Based on the Scrutinizer's Report dated July 20, 2026 from M/s Kundan Agrawal & Associates, all resolutions set out in the EGM notice were duly passed by members with requisite majority.

Resolutions Approved:

1. Adoption of New Memorandum and Articles of Association

  • Members approved adoption of new Memorandum of Association in conformity with Companies Act, 2013, replacing existing MOA
  • Members approved adoption of new Articles of Association incorporating amendments aligned with Companies Act, 2013, SEBI Listing Regulations and other applicable laws, replacing existing AOA
  • The new AOA is based substantially on Table F of Schedule I to Companies Act, 2013 with modifications and additions
  • Effective date: 17th July, 2026, subject to filing necessary e-forms with Registrar of Companies
  • Reason: Existing MOA and AOA were framed under Companies Act, 1956 and contained references to provisions no longer in force

2. Alteration of Object Clause of Memorandum of Association

  • Members approved alteration of Object Clause by substituting existing Clause III(A) and III(B) with revised clauses
  • Purpose: To enable company to undertake new line of business in consumer electronics, mobile phones, mobile accessories, computer hardware and allied products

3. Appointment of Directors

  • Mr. Faizal Bavaraparambil Abdul Khader (DIN: 07729191) appointed as Non-Executive Non-Independent Director, liable to retire by rotation
  • Originally appointed as Additional Director (Non-Executive, Non-Independent) with effect from 21st April, 2026
  • Holds directorships in: Safa Systems & Technologies Limited, Kanone Technologies Limited, B. P. Capital Limited, Interworld Digital Limited
  • Profile: Over 25 years experience in diverse industries including plywood, spices, resins, petrochemicals, and consumer electronics; played key role in transforming plywood manufacturing enterprise into multi-brand mobile and electronics distribution group in Kerala
  • Mr. Shatrughan Sahu (DIN: 00343726) appointed as Non-Executive Independent Director for five consecutive years commencing from April 21, 2026
  • Originally appointed as Additional Director with effect from 21st April, 2026
  • Holds directorships in: Polar Marmo Agglomerates Limited, Kameshwari Buildwell Limited, Heritage Corporate Services Limited
  • Profile: Bachelor of Commerce with over two decades experience in finance, accounts, taxation, corporate secretarial matters, marketing and general administration

4. Financial Approvals

  • Borrowing Powers: Authorized Board to borrow money up to ₹200,00,00,000/- (Rupees Two Hundred Crore Only) outstanding at any time, excluding temporary loans from bankers in ordinary course of business, under Section 180(1)(c) of Companies Act, 2013
  • Investments/Loans/Guarantees: Authorized Board to make investments, extend loans, provide guarantees and/or offer securities up to ₹50,00,00,000/- (Rupees Fifty Crore Only) in excess of limits prescribed under Section 186 of Companies Act, 2013
  • Loans to Interested Persons: Authorized Board to advance loans, give guarantees or provide securities to persons/body corporates in which directors are interested up to ₹25,00,00,000/- (Rupees Twenty-Five Crore Only) under Section 185 of Companies Act, 2013
  • Related Party Transactions: Approved material related party transactions with related parties during FY 2026-27 for aggregate value not exceeding ₹25,60,00,000/- (Rupees Twenty-Five Crore Sixty Lakhs Only)