Shareholders meeting

CIN: L72200TG1997PLC026556 Regd. Off: Plot No 128/A, Road No. 12, BEL Road IDA Mallapur, Uppal Mandal, Hyderabad - 500076 Email id: cs@apollo-micro.com Website: www.apollo-micro.com NOTICE NOTICE is hereby given that an Extra-ordinary General Meeting of the Members of Apollo Micro Systems Limited will be held on Tuesday, the 4th August, 2026 at 11:30 A.M. (IST) through Video Conferencing (“VC”) / Other Audio- Visual Means (“OAVM”) to transact the following business: SPECIAL BUSINESS: Item 1: Increase of authorised share capital of the Company 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 61(a), Section 64, Section 13 and relevant rules applicable under the Companies Act, 2013 (including any statutory modifications or re-enactment thereof, for the time being in force) read with the enabling provisions of the Articles of Association of the Company, the consent of the Members of the Company be and is hereby accorded to increase the Authorised Share Capital of the Company from the existing ₹ 45,00,00,000/- (Rupees Forty Five Crores Only) divided into 45,00,00,000 (Forty Five Crores Only) Equity Shares of ₹ 1 /- (Rupees One Only) each to ₹ 63,00,00,000/- (Rupees Sixty Three Crores Only) divided into 63,00,00,000 (Sixty Three Crores Only) Equity Shares of ₹ 1/- (Rupee One Only) each by the addition there to a sum of ₹ 18,00,00,000/- (Rupees Eighteen Crores Only) divided into 18,00,00,000 (Eighteen Crores) Equity Shares of ₹ 1/- (Rupee One Only) each ranking pari-passu in all respects with the existing shares of the Company. RESOLVED FURTHER THAT pursuant to the provisions of Section 61(a), Section 64, Section 13 and relevant rules framed there under and other applicable provisions, if any of the Companies Act, 2013 (including any statutory modifications or re-enactment thereof, for the time being in force) read with the enabling provisions of the Articles of Association of the Company, the consent of the Members of the Company be and is hereby accorded to modify the Clause V of Memorandum of Association with the following Clause V “V. The Authorized Shares Capital of the Company is ₹ 63,00,00,000/- (Rupees Sixty Three Crores Only) divided into 63,00,00,000/- (Sixty Three Crores Only) Equity Shares of ₹ 1/- (Rupee One only) each with a right to issue shares for consideration other than cash and to increase and reduce the capital and to divide or consolidate or cancel the shares in the capital for the time being into several classes and attach thereto respectively such rights and conditions in any manner the Board of Directors may deem fit from time to time” RESOLVED FURTHER THAT any one of the Directors or Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things and to sign all such other documents, in each case, as they or any of them may deem necessary, proper or desirable (including without limitation making the appropriate e- filings with the Registrar of Companies, intimations to stock exchanges), in connection with the amendment of Memorandum of Association of the Company, as approved by the Board and the members of the Company and/ or generally to give effect to the resolution.” Item 2: Issue of Equity Shares on preferential basis to certain identified Non-Promoter Persons/Entities To consider and if thought fit, to pass, with or without modification(s), the following resolution as a SPECIAL Resolution: “RESOLVED THAT pursuant to the provisions of section 23(1)(b), 42, 62(1)(c), 179 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) including the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014 and other rules and regulations framed thereunder(including any amendment(s), statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI ICDR Regulations”), Securities and Exchange Board of India (Substantial Page 1 of 38 Acquisitions and Takeovers) Regulations, 2011, as amended (the "Takeover Regulations"), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “SEBI Listing Regulations”), the provisions of the Foreign Exchange Management Act, 1999 (“FEMA”) and rules and regulations framed there under as amended, the listing agreements, entered into by the Company with the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (collectively referred to as the “Stock Exchanges”) on which the Equity Shares of the Company having face value of ₹ 1/- (One) each (“Equity Shares”) are listed and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued there under from time to time by the Ministry of Corporate Affairs (“MCA”), Securities and Exchange Board of India (“SEBI”), Reserve Bank of India (“RBI”), and/or any other competent authorities, (hereinafter referred to as “Applicable Regulatory Authorities”) from time to time to the extent applicable and the enabling provisions of the Memorandum and Articles of Association of the Company, and subject to such approvals, concerns, permissions and sanctions as may be necessary or required, from regulatory or other appropriate authorities, including but not limited to SEBI, Stock Exchanges, and subject to such conditions and modifications as may be prescribed while granting such approvals, consents, permissions and sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as "The Board") which term shall be deemed to include any exiting Committee(s) constituted / to be constituted by the Board to exercise its powers, including the powers conferred by this resolution, subject to any other alterations, modifications, conditions, corrections and changes and variations that may be decided by the Board absolute discretion, the consent and approval of the members of the Company (“Members”) be and is hereby accorded to the Board, to create, issue, offer and allot 2,28,30,902 ( Two Crores Twenty Eight Lakhs Thirty Thousand Nine Hundred and Two only) Equity Shares of face value being ₹ 1/- (One) each at a price of ₹ 416.60/- (Rupees Four Hundred and Sixteen and Sixty paise only) (“Preferential Allotment Price”) each including premium of ₹ 415.60/- (Rupees Four Hundred Fifteen and Sixty Paise only) per share aggregating to ₹ 951,13,53,773.20 (Rupees Nine Hundred Fifty One Crores Thirteen Lakhs Fifty Three Thousand Seven Hundred Seventy Three and Twenty Paise only)or such higher price as may be arrived at in accordance with the SEBI ICDR Regulations on a preferential basis (“Preferential Allotment”) for cash consideration to the following select group of persons (the “Investors”) who do not belong to Promoter & Promoter Group of the Company in the proportion mentioned below on such terms and conditions as may be determined by the Board in accordance with the SEBI ICDR Regulations and other applicable laws. Number of equity Sr. shares proposed to Name No. be allotted in this preferential offer 1. Saint Capital Fund 50,00,000 2. Nautilus Private Capital Ltd 25,00,000 3. Maestro Emerging Fund PCC -Value Investing 25,00,000 4. Robust Knights Fund PCC - Cell 1 25,00,000 5. M7 Global Fund PCC-Cell Dewcap Fund 25,00,000 6. Cullinan Opprts Fund VCC-Cullinan Opportunities Incorporated VCC Sub Fund 1 25,00,000 7. Tata Business Cycle Fund 12,00,000 8. Ananta Capital Ventures Fund 1 6,00,097 9. Akshat Greentech Pvt Ltd 6,00,096 10. Ketan Chhotalal Sheth 3,00,000 11. Priti Anuj Badjate 2,50,000 12. Amlan Hasmukh Shah 2,40,039 13. Rampur International Limited 2,40,000 14. Hemant Hansraj Kenia 1,25,000 [Showing first 8,000 characters — download PDF for full document]