Shareholders meeting

Creative Newtech Limited CIN - L52392MH2004PLC148754 An ISO 9001:2015 Certified Company Registered Office: 3rd & 4th floor, Plot No. 137AB, Kandivali Co-op Industrial Estate Limited, Charkop, Kandivali West, Mumbai 400067 Contact No.: +91 22 50612700 | Email: cs@creativenewtech.com | Website: www.creativenewtech.com INDEX Sr. No. Particulars Page Nos. 1. 22nd Annual General Meeting Notice 2 – 8 2. Notes on AGM Notice 9 – 11 3. Explanatory Statement 12 – 28 4. Instructions for eVoting 29 – 33 5. Instruction to attend eAGM 34 – 34 Download 22nd Annual Report: https://creativenewtech.com/annual-report/ Key Events Sr. No. Particulars Date / Particulars 1 Cut-off date / BenPos date to send Friday, 28th August 2026 Notice and Annual Report to Shareholders 2 Final Dividend for AGM Re. 0.50/- Per Share (5% on face value) 3 Cut-off date for e-Voting eligibility Wednesday, 23rd September 2026 4 Record Date for Dividend Wednesday, 23rd September 2026 5 e-Voting Starts from 09:00 AM, Sunday, 27th September 2026 6 e-Voting ends at 05:00 PM, Tuesday, 29th September 2026 7 Annual General Meeting Date & 11:00 AM, Wednesday, 30th September 2026 Time 8 Annual General Meeting Venue Online through Video Conferencing (‘VC’) / Other Audio-Visual Means (‘OAVM’) Deemed Venue: Registered office of Company 9 Contact details for any support / Mr. Tejas Doshi grievance Chief Compliance Officer and Company Secretary Email: cs@creativenewtech.com Contact No.: +91 22 5061 2700 1 | Page ANNUAL GENERAL MEETING NOTICE NOTICE is hereby given that the TWENTY SECOND ANNUAL GENERAL MEETING (“AGM”) of the Members of Creative Newtech Limited will be held on Wednesday, 30th September 2026 at 11:00 a.m. (IST) through Video Conferencing (‘VC’), to transact the following business: Ordinary Business: 1. To receive, consider and adopt the Audited Financial Statements (including audited consolidated financial statements) of the Company for the Financial Year ended 31st March 2026 and the reports of the Board of Directors and Auditors thereon: To consider and if thought fit, to pass the following resolution, as an Ordinary Resolution: “RESOLVED THAT the audited Standalone financial statements of the Company for the financial year ended 31st March 2026 and the reports of the Board of Directors and Auditors thereon, laid before this meeting, be and are hereby received, considered and adopted.” “RESOLVED THAT the audited Consolidated financial statements of the Company for the financial year ended 31st March 2026 and the reports of Auditors thereon, laid before this meeting, be and are hereby received, considered and adopted.” 2. To declare Final Dividend: To consider and if thought fit, to pass the following resolution, as an Ordinary Resolution: “RESOLVED THAT a dividend at the rate of Re. 0.50/- (Fifty Paise only) per equity share of Rs. 10/- (Rupees Ten only) each fully paid-up of the Company be and is hereby declared for the financial year ended 31st March 2026 and the same be paid as recommended by the Board of Directors of the Company out of the profits of the Company for the financial year ended 31st March 2026.” 3. To appoint Ketan Patel (DIN: 00127633), as Director, liable to retire by rotation, and being eligible, offers himself for re-appointment: To consider and if thought fit, to pass the following resolution, as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Ketan Patel (DIN: 00127633), Chairman and Managing Director of the Company, who retires by rotation at this meeting and being eligible has offered himself for re- appointment, be and is hereby appointed as a Managing Director of the Company, liable to retire by rotation.” 2 | Page Special Business: 4. Approval for Related Party Transactions: To consider and if thought fit, to pass the following resolution, as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date, Regulation 2(1)(zc) and 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the Company’s policy on Related Party transaction(s), approval of Shareholders be and is hereby accorded to the Board of Directors of the Company to enter into contract(s)/ arrangement(s)/ transaction(s) with Secure Connection Limited (Hong Kong), a subsidiary Company of Creative Newtech Limited, a related party within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, for trading of electronics goods, on such terms and conditions as the Board of Directors may deem fit, up to a maximum aggregate value of Rs. 7,50,00,00,000/- (Rupees Seven Hundred and Fifty Crores only) for the financial year 2026-27, provided that the said contract(s)/ arrangement(s)/ transaction(s) so carried out shall be at arm’s length basis and in the ordinary course of business of the Company.” “RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to delegate all or any of the powers conferred on it by or under this resolution to any Committee of Directors of the Company and to do all acts and take such steps as may be considered necessary or expedient to give effect to the aforesaid resolution.” 5. Approval for implementation of Creative Employee Stock Option Scheme 2026 To consider, and if thought fit, to pass the following resolutions as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the applicable rules made thereunder, the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), as amended from time to time, and other applicable laws, rules, regulations, guidelines, circulars and notifications and clarifications issued by the Government of India (“GoI”), the Ministry of Corporate Affairs (“MCA”), the Securities and Exchange Board of India (“SEBI”), Stock Exchange and/or any other competent authority including any amendments, modifications or re- enactments thereof for the time being in force, and in accordance with the provisions of the Memorandum and Articles of Association of the Company, subject to such other approvals, permissions, sanctions, conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, the consent of the Members be and is hereby accorded to the proposed Creative ESOP Scheme 2026 (hereinafter referred to as the “ESOP Scheme”) and to create, offer, issue and allot share-based options to eligible employees under the ESOP Scheme, the salient features of which are furnished in the Explanatory Statement to the Notice issued to the members of the Company, and to grant such options to eligible employees on such terms and conditions as provided in the ESOP Scheme and as may be fixed or 3 | Page determined by the Board of Directors (hereinafter referred to as the “Board”) and Nomination and Remuneration Committee (“NRC”), designated as the Compensation Committee for the purposes of the SBEB Regulations, and to create, grant, offer, issue and allot, from time to time, in one or more tranches, up to 2,00,000 (Two Lakhs) Employee Stock Options (“Stock Options/ESOPs”) (approximately 1.33% of the issued and paid-up capital of the Company), convertible into an equivalent number of Equity Shares of face value of Rs. 10/- (Rupees Ten only) each, to or for the benefit of such person(s) who are eligible Employees, working in India or outside India, including Directors of the Company, whether Whole-time Director or othe [Showing first 8,000 characters — download PDF for full document]