Shareholders meeting

-, - VETO SWITCHGEARS AND CABLES LTD. Corporate Office: Plot No.10,Days Hotel, Airport Plaza, Behind Radisson Blu, Tonk Road, Jaipur-302018 .Customer Care: +91-7410884444 GURNANI '1-'-"'9 CIN :L31401MH2007PLC171844.GSTIN No.:08AACCV4990K1ZR Date: September, 2026 04'th BSELimited Corporate Relation Department National Stock Exchange Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Dalal Street, Plot No. Cj1, G-Block, Mumbai -400001 Bandra-Kurla Complex, Bandra (East) Mumbai -400051 SCRIPCODE:539331; VETO Dear SirjMadam, SUB:Submission of Notice of 19th Annual General Meeting. With reference to subject captioned above, please find enclosed herewith the Notice convening 19th Annual General Meeting of the Company scheduled to be held on Monday, 28th September, 2026 through Video Conferencing (IVC")j Other Audio Visual Means ("OAVM"). Kindly take the same on your record End: As above Regd. Off. Sanskruti Building, Sagar Signature Complex, Gala NO.3 & 4,Building No.1 Waliv Photo, Vasai Virar, Palghar, Maharashtra - 401208 (INDIA) Web: www.vetoswitchgears.com .Email: info@vetoswitchgears.com V E T O S W I T C H G E A R S A N D C A B L E S L I M I T E D Regd. Office: Gala No. 2, Sanskruti, Sagar Signature Complex, Vasai Palghar, Vasai East IE, Thane, Vasai, Maharashtra, India, 401208; CIN: L31401MH2007PLC171844; Tel No.: 0141-6667777/750; Website: www.vetoswitchgears.com; Email: cs@vetoswitchgears.com Notice is hereby given that the 19th Annual General Meeting (AGM) of the members of VETO SWITCHGEARS AND CABLES LIMITED will be held on Monday, the September 28th, 2026 at 03:00 P.M. through Video Conferencing (VC) or Other Audio Visual Means (OAVM) for such purpose the registered office would be deemed venue for the meeting and the proceedings of the AGM shall be deemed to be made thereat, to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Standalone & Consolidated Financial Statements of the company for the financial year ended on 31st March 2026 together with the Reports of the Board of Directors and Auditors thereon. 2. To declare a Final Dividend of Rs. 1/- per equity share having face value of Rs. 10/- each, aggregating to 10% of F.V., for the financial year ended on 31st March 2026. 3. To re-appoint Mr. Narain Das Gurnani (DIN: 01970599) as a director, who retires by rotation and being eligible offers himself for re-appointment. SPECIAL BUSINESS: 4. Revision in Remuneration of Managing Director & CEO, Mr. Akshay Kumar Gurnani (DIN: 06888193) To consider and, if thought fit, to pass with or without modification(s), the following Resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 197 of the Companies Act, 2013, (the Act) read with Schedule V of the Companies Act, 2013 and other applicable provisions, if any, and the Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of the Company, approval of the members of the Company be and is hereby accorded to revise the remuneration of Mr. Akshay Kumar Gurnani, Managing Director and CEO (DIN: 06888193) with effect from October 01st , 2026 as set out in the explanatory statement annexed to the notice convening this meeting. RESOLVED FURTHER THAT any director of the Company be and is hereby authorized to do all such acts, deeds, matters and things arising out of and incidental thereto as may be deemed necessary, proper, expedient, or incidental to give effect to this resolution including filing of necessary forms and returns with the Ministry of Corporate Affairs or submission of necessary documents with any other concerned Authorities in connection with this resolution. 5. Revision in Remuneration of Whole Time Director & CFO Mr. Narain Das Gurnani (DIN: 01970599) To consider and, if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re- enactment thereof, for the time being in force), and subject to such approvals, permissions, and sanctions as may be required, pursuant to the recommendation of the Nomination and Remuneration Committee and the Board of the Company, approval of the members of the Company be and is hereby accorded to revise the remuneration of Mr. Narain Das Gurnani, Whole-Time Director & CFO (DIN 01970599) with effect from October 01st, 2026 as set out in the explanatory statement annexed to the notice convening this meeting. RESOLVED FURTHER THAT any director of the Company be and is hereby authorized to do all such acts, deeds, matters and things arising out of and incidental thereto as may be deemed necessary, proper, expedient, or incidental to give effect to this resolution including filing of necessary forms and returns with the Ministry of Corporate Affairs or submission of necessary documents with any other concerned Authorities in connection with this resolution. 6. To pay Remuneration to Non-Executive Director Ms. Jyoti Gurnani (DIN: 06953899) To consider and, if thought fit, to pass with or without modification, the following Resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013 and Regulation 17(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and, subject to other approvals as may be required, consent be and is hereby accorded to the payment and distribution of such sum by way of commission or remuneration, not exceeding in aggregate, 1% per annum of the net profits of the Company for the financial year FY 2026-2027 to Non-Executive Directors of the Company, the quantum, proportion and manner of such payment and distribution to be made as the Board of Directors of the Company may from time to time decide. RESOLVED FURTHER THAT the above remuneration shall be in addition to fees payable to such Directors for attending the meetings of the Board or Committees thereof or for any other purpose whatsoever as may be decided by the Board of Directors and the reimbursement of expenses for participation in the Board and other meetings. RESOLVED FURTHER THAT there are no profits or profits are inadequate, the Company shall pay to the Directors of the Company, (other than the Managing Director and the Whole-time Directors) commission by way of remuneration in accordance with the limits specified in Schedule V to the Companies Act, 2013. RESOLVED FURTHER THAT any directors of the Company be and are severally authorized to do all such acts, deeds, matters and things including deciding on the manner of payment of remuneration and settle all questions or difficulties that may arise with regard to the aforesaid resolution as it may deem fit and to execute any agreements, documents, instructions, etc. as may be necessary or desirable in connection with or incidental to give effect to the aforesaid resolution. 7. Ratification of Cost Auditors' Remuneration To consider, and if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the remuneration payable to M/s Rajesh & Company, Cost Accountants having Firm Registration No. 000031 appointed by the Board of Directors of the Company [Showing first 8,000 characters — download PDF for full document]