AS PER INTIMATION ATTACHED

Notice of the 38" Annual General Meeting NOTICE is hereby given that the 38" Annual General Meeting (“AGM”) of the Members of Woodsvilla Limited will be held on Tuesday, 29t September’ 2026 at 17:00 IST through Video Conferencing (“vC”) / Other Audio-Visual Means (“OAVM”) to transact the following business. The deemed venue of the AGM shall be the Registered Office of the Company, i.e. E-4, 2nd Floor, Defence Colony, New Delhi — 110024, Ordinary Business 1 Consideration and adoption of the audited financial statements of the Company for the financial year ended 31*' March 2026 and the reports of the Board of Directors and the auditors thereon To consider, and if thought fit, to pass the following resolution as an ordinary resolution: “RESOLVED THAT the audited financial statements of the Company for the financial year ended 315 March 2026 and the Reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby received, considered and adopted.” Re-appointment of Mrs. Meena Aggarwal (DIN: 00084504) as a Director, who retires by rotation To consider, and if thought fit, to pass the following resolution as an ordinary resolution: “RESOLVED THAT pursuant to the provisions of section 152 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and in accordance with the Articles of Association of the Company, Mrs. Meena Aggarwal (DIN: 00084504), who retires by rotation at this Annual General Meeting and being eligible for re-appointment, be and is hereby reappointed as a Director of the Company, liable to retire by rotation.” Special Business 3. Appointment of Secretarial Auditors of the Company To consider and, if thought fit, to pass the following resolution as an ordinary resolution: “RESOLVED THAT pursuant to the provisions of regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) and section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and based on recommendation of the Audit Committee and the Board of Directors of the Company, M/s Kundan Agrawal & Associates (Firm Registration No. S2009DE113700 and Peer review registration no. 5704/2024) be and is hereby appointed as the Secretarial Auditor of the Company for a term of five consecutive years, from FY 2026-27 to FY 2030- 31, at such remuneration and on such terms and conditions as may be determined by the Board of Directors from time to time. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to perform all acts, deeds, matters or things and take such decisions / steps as may be necessary, expedient or desirable to give effect to aforesaid resolution.” Enhancement in overall borrowing limits of the Company under section 180(1)(c) of the Companies Act, 2013 To consider and, if thought fit, to pass the following Resolution as a Special Resolution: “RESOLVED THAT subject to the provisions of section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013, including any amendment thereto or re-enactment thereof, consent of the members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any committee of the Board of Directors as may be constituted and authorised in this regard) to borrow from time to time such sum or sums of money as may be considered necessary for the purposes of the Company, notwithstanding that the money to be borrowed, together with the money already borrowed by the Company, apart from temporary loans obtained from the Company’s bankers in the ordinary course of business, may exceed the aggregate of the paid-up share capital, free reserves and securities premium of the Company, provided that the total amount up to which monies may be borrowed by the Company shall not exceed Rs. 15,00,00,000 (Rupees Fifteen Crore only) at any one time. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to file necessary forms and returns with the Registrar of Companies and/or any other statutory or governmental authority(ies), as may be required, and to do all such acts, deeds, matters and things as may be necessary, proper or expedient for giving effect to this resolution.” Approval for sale and transfer of Woodsvilla Resort and Woodsvilla Residency (Apartments), Business Undertakings under section 180(1)(a) of the Companies Act, 2013 and regulation 37A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 To consider and, if thought fit, to pass the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with the Companies (Management and Administration) Rules, 2014, regulation 37A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force, and subject to such other approvals, consents, permissions and sanctions as may be required under applicable laws and in accordance with the Memorandum and Articles of Association of the Company, consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company (“Board”, which term shall include any committee thereof duly constituted and authorised in this regard) to sell, transfer, convey and/or otherwise dispose of the of Woodsvilla Resort and/or Woodsvilla Residency (Apartments), Business Undertakings the Company, as a going concern, to any person for an aggregate consideration not less than the book value of respective undertaking as part the latest audited financial statements, respectively on such terms and conditions as may be agreed between the Company and the Purchaser, whether in parts or as a whole , in one or more tranches . RESOLVED FURTHER THAT the Board be and is hereby authorised to negotiate, finalise, execute and deliver the definitive transaction documents, including the Business Transfer Agreement, Sale Agreement(s), conveyance deed(s), assignment deed(s), transfer deed(s) and such other agreements, deeds, documents and writings as may be necessary or desirable for giving effect to the aforesaid sale, transfer and disposal of the Woodsvilla Resort and/or Woodsvilla Residency (Apartments) Business Undertaking, on such terms and conditions and with such modifications, amendments or variations as may be considered necessary or expedient by the Board. RESOLVED FURTHER THAT the Board be and is hereby authorised to obtain all necessary approvals, consents, permissions and sanctions from the relevant statutory, regulatory, governmental and other authorities, including the recognised stock exchange(s), and to make such applications, filings, disclosures and submissions as may be necessary in connection with the aforesaid transaction. RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things and to take all such steps as may be necessary, proper, desirable or expedient for giving effect to this resolution, including settling any questions, difficulties or doubts that may arise in connection with the proposed sale. RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers conferred upon it by this resolution to any committee of the Board, Director(s), Key Managerial Personnel, officer(s) or authorised representative(s) of the Company, as it may deem appropriate. [Showing first 8,000 characters — download PDF for full document]