Shareholders meeting

September 21, 2026 To To BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra-Kurla Complex, Dalal Street, Mumbai-400 001. Bandra (East), Mumbai-400 051. Company Scrip Code: - 500189 Company Script Code: NDLVENTURE Through: BSE Listing Centre Through: NEAPS Dear Sir/ Madam, Sub: Proceedings of the Forty-First (41st) Annual General Meeting of the shareholders of the Company. Ref: Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. We enclose herewith proceedings of the 41st Annual General Meeting of NDL Ventures Limited (“the Company”) held today i.e. Monday, September 21, 2026, at 3.30 p.m. (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”). Kindly take the above on records. Thanking you. Yours faithfully, For NDL Ventures Limited Sumati Sharma Company Secretary & Compliance Officer M.No. 51019 Encl: As stated above. PROCEEDINGS OF THE FORTY-FIRST ANNUAL GENERAL MEETING OF THE MEMBERS OF NDL VENTURES LIMITED (HELD ON MONDAY, SEPTEMBER 21, 2026, AT 3:30 P.M. (IST) THROUGH VIDEO CONFERENCING (“VC”) / OTHER AUDIO-VISUAL MEANS (“OAVM”). The 41st Annual General Meeting (hereinafter referred as ‘the Meeting’ or ‘AGM’) of the Members of the Company was held on Monday, September 21, 2026 at 3.30 p.m. (IST) through Video Conference / Other Audio-Visual Means (“VC/OAVM”). The Meeting was held in compliance with applicable provisions of the Companies Act, 2013 (“Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with relevant circulars issued by the Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (“SEBI”) permitting convening of AGM through VC/OAVM without physical presence of Members at a common venue. The proceedings of the AGM are deemed to be conducted at the Registered Office of the Company situated at IN CENTRE, 49/50 MIDC, 12th Road, Andheri (East), Mumbai- 400093. Members who attended the AGM through Video Conference / Other Audio- Visual Means were counted for the purpose of reckoning the quorum in terms of MCA circulars read with section 103 of the Companies Act, 2013. Mr. Sudhanshu Tripathi, Chairman; Mr. Munesh Khanna, Independent Director, Chairman of Audit Committee, Corporate Social Responsibility Committee; Nomination and Remuneration Committee and Risk Management Committee; Ms. Vandana Jaisingh, Independent Director, Chairperson of Stakeholder Relationship and Share Transfer Committee; Mr. Debabrata Sarkar, Independent Director; Mr. Sachin Pillai, Non-Executive Director; and Mr. Amar Chintopanth, Whole Time Director & Chief Financial Officer, were present in the meeting. Mr. Ankush Goyal, from M/s. S K Patodia & Associates, Chartered Accountants, Statutory Auditors and Mrs. Rupal Jhaveri, Practicing Company Secretary – Scrutinizer were present at the meeting. Ms. Sumati Sharma, Company Secretary was in attendance at the meeting. The total number of Members present at the meeting were 64 nos. 1. The Chairman called the Meeting to order as the requisite quorum was present. 2. The Register of Directors and Key Managerial Personnel and their shareholding; and Register of Contracts or Arrangements in which the Directors are interested were open for inspection by the Members during the continuance of the Meeting at the NSDL e-voting website. 3. The Notice dated August 10, 2026 convening the Forty -First Annual General Meeting, the Board's Report for the financial year 2025-26 including all Annexures and the Audited Financial Statement of the Company for the financial year ended March 31, 2026, which were already circulated to the members, were taken as read, with the consent of the members. 4. The Auditor’s Report on the Financial Statements of the Company as on March 31, 2026 and Secretarial Audit Report for the financial year ended March 31, 2026 did not contain any qualifications, observations or adverse remarks. The Auditor’s Report and Secretarial Audit Report were taken as read, with the consent of members. 5. The Chairman informed the Members that the Notice dated August 10, 2026 of the Annual General Meeting contains both Ordinary Business and Special Business as detailed hereunder. Sr. No. Particulars Type of Resolution ORDINARY BUSINESS 1 Adoption of the Audited Financial Statements of the Ordinary Resolution Company for the Financial Year ended March 31, 2026, together with the Report of the Board of Directors and the Auditors thereon including Annexures thereto. 2. Declaration of Dividend of Re. 0.50/- per equity share Ordinary Resolution of face Value of Rs. 10/- each for the financial year ended March 31, 2026. 3. Appointment of Mr. Sudhanshu Tripathi Ordinary Resolution (DIN: 06431686), as a director, who retires by rotation and being eligible, offers himself for re- appointment. SPECIAL BUSINESS 4. Approval of Material Related Party Transaction(s) with Ordinary Resolution Hinduja Realty Ventures Limited 5. Approval of Material Related Party Transaction(s) with Ordinary Resolution IndusInd Media & Communications Limited. 6. Approval of Material Related Party Transaction(s) with Ordinary Resolution IN Entertainment (India) Limited. 7. Approval of Material Related Party Transaction(s) with Ordinary Resolution OneOTT Intertainment Limited. 8. Approval of Material Related Party Transaction(s) with Ordinary Resolution Hinduja Global Solutions Limited 6. The Chairman, then invited Members to ask questions, seek clarifications and give comments and suggestions on the financial results and operations of the Company. Speaker Shareholders asked questions, made suggestions. The Chairman along with the Director/ members of the management satisfactorily responded to them. 7. The Chairman informed the Members that pursuant to the provisions of the Companies Act, 2013, rules framed thereunder and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company had tied up with National Securities Depository Limited (“NSDL”) to provide facility for voting through remote e-voting, e-voting during the AGM and participation in the AGM through VC / OAVM facility. The remote e-voting commenced at 09.00 a.m. IST on Friday, September 18, 2026 and ended at 5.00 p.m. IST on Sunday, September 20, 2026. The Chairman informed that the Members who have not cast their vote during the e-voting period can vote in next fifteen minutes after the meeting. 8. The Board of Directors appointed Ms. Rupal Jhaveri, Practicing Company Secretary as the scrutinizer to scrutinize the process of e- voting process in a fair and transparent manner. 9. The Chairman informed that results of e-voting would be declared within two working days from the conclusion of the meeting i.e. on or before September 23, 2026. He also informed that the same will be submitted to the National Stock Exchange of India Limited and BSE Limited, will also be displayed at the Notice Board of the Company at its Registered Office situated at In Centre, 49/50 MIDC, 12th Road, Andheri (East), Mumbai-400 093, Maharashtra within two working days from the conclusion of the meeting and the same will also be posted on the website of the Company at www.ndlventures.in. 10. After the completion of the business as set out in the Notice dated August 10, 2026, the Chairman declared the Meeting as concluded and thanked the Members for attending the meeting. 11. The AGM was concluded at 04:35 p.m. Note: This document does not constitute minutes of the proceedings of the 41st Annual General Meeting of the Company. Thanking you. Yours faithfully, For NDL Ventures Limited Amar Chintopanth Whole Time Director & CFO DIN: 00048789