Tempsens Instruments Postal Ballot for Director, Auditor, ESOPs

Item 1: Appointment of Mr. Aryan Rathi as Executive Director and Remuneration Approval

Special resolution to appoint Mr. Aryan Rathi (DIN: 11607932) as Executive Director cum Lead – Global Sales
Appointment period: 5 years from October 30, 2026 to October 29, 2031
Remuneration approval sought for 3 years from October 30, 2026 to October 29, 2029
Annual salary: ₹13.32 million
Benefits and perquisites include:
Rent-free accommodation or house rent allowance aggregating 85% of salary
Hospitalization and medical expenses, car facility, telecommunication facility, housing loan
Other perquisites and allowances up to 55% of salary
Provident Fund, Superannuation Fund, Annuity Fund, and Gratuity Fund contributions
Maximum remuneration ceiling: ₹5,00,00,000 (₹5 crore) in any financial year
Mr. Rathi currently holds 1,100 equity shares (negligible percentage)
Relationship: Son of Mr. Vinay Rathi (Managing Director), grandson of Mr. Virendra Prakash Rathi (Chairman)
Qualifications: Bachelor of Science from Texas A&M University, Texas, USA
Experience: Over 2 years in electrical industry, currently Lead – Global Sales since May 1, 2024

Item 2: Appointment of Joint Statutory Auditor

Ordinary resolution to appoint M/s. P C MODI & CO, Chartered Accountants (ICAI Firm Registration No. 000239C)
Appointment effective from October 30, 2026 until conclusion of ensuing AGM
Remuneration: ₹5,00,000 (₹5 lakh) for FY2026-27 plus applicable taxes and reimbursement of out-of-pocket expenses
Firm established in 1976 with 75+ professionals, based in Jaipur with Delhi NCR branch

Item 3: Ratification of Tempsens Instruments Employees Stock Option Plan 2025

Special resolution to ratify ESOP Plan 2025
Total Options pool: 1,613,320 options (each convertible to one equity share of ₹4 face value)
As of October 30, 2026: 347,100 options granted, 13,544 options lapsed
Available for future grants: 1,279,764 options
Vesting period: 1-4 years from grant date
Exercise period: Up to 5 years from grant date
Exercise price: Market price (closing price preceding grant date), not less than ₹4 per share
Maximum grant per employee: Less than 1% of issued capital in any financial year

Item 4: Extension of ESOP Benefits to Group Company Employees

Company's net profits for FY2025-26: ₹825.05 million (computed under Section 198 of Companies Act)
Paid-up capital: ₹322.66 million
Other equity: ₹4,485.64 million
Total revenue: ₹4,166.88 million
Profit after tax: ₹636.95 million

Remote e-voting period: November 06, 2026 (9:00 AM IST) to December 05, 2026 (5:00 PM IST)
Cut-off date for eligibility: October 30, 2026
Results declaration: On or before December 07, 2026
Scrutinizer: M/s Ronak Jhuthawat & Co., Practising Company Secretaries
EVSN (E-Voting Serial Number): 261104005