Shareholders meeting

MINUTES OF THE PROCEEDINGS OF THE 9TH ANNUAL GENERAL MEETING OF PRITI INTERNATIONAL LIMITED HELD AT PLOT NO. F-43, BASNI 1ST PHASE, JODHPUR-342001, RAJASTHAN ON WEDNESDAY, SEPTEMBER 16, 2026, AT 12:30 P.M. The Following were present: Directors: Ritesh Lohiya : Chairman and Managing Director Priti Lohiya : Whole-time Director Goverdhan Das Lohiya : Director and Chief Financial Officer Yogendra Chhangani : Independent Director Sanjay Kumar : Independent Director In Attendance: Mr. Prem Karnani : Company Secretary and Compliance Officer Invitees: FCA Lucky Nanwani : Scrutinizer (Partner of S B L and Co LLP, Chartered Accountants) Members Present in person: 30 Members Present through proxy: Nil In accordance with applicable provisions of the Companies Act, 2013 and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), Mr. Ritesh Lohiya, Chairman of the Board of Directors, took the chair. The Chairman authorised Mr. Prem Karnani, Company Secretary and Compliance Officer of the Company to carry out the further proceedings of the AGM. The Company Secretary informed the members that Mr. Mahak Singhvi could not attend this meeting due to his pre-occupancy in other assignments. The Company Secretary ascertained the Quorum of the Meeting. A total of 30 members were present including individual members as well as members authorised by Body Corporates and HUFs. The requisite quorum being present, the Company Secretary called the meeting to order. The requisite quorum was present throughout the meeting. With the consent of the Members present, the Notice of the AGM, the Standalone Financial Statements of the Company for the Financial Year 2025-2026, together with Report of Board of Directors and Annexures thereto, and Report of Auditors thereon was taken as read. The Company Secretary informed that the Company issued a Corrigendum to all the above Members of the Company through emails which were duly dispatched on August 28, 2026, to provide ‘agenda item 6 & 7 for Re-appointment of Independent Directors’ which was inadvertently and erroneously not included in the original Notice of AGM. The Members were further informed that the Statutory Registers and Documents as required pursuant to the Companies Act, 2013 to be produced at the meeting were available for inspection of the members, electronically. The members were also that in accordance with the provisions of Section 108 of the Companies Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had provided facility for Remote E-Voting process and E-Voting during the AGM to all members. Further, the members were informed that those members who have not voted to the resolutions set out in the notice of the meeting, by way of remote e-voting process were entitled to vote through E-Voting during the AGM. The members were further informed that Company had appointed FCA Lucky Nanwani, Partner of S B L and Co LLP, Chartered Accountants as the Scrutinizers for the purpose of scrutinizing the process of Remote E-Voting process and E-Voting during the AGM. The Company Secretary thereafter proceeded with the business to be transacted at the meeting: Item No. 1: To Consider and Adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, together with the reports of the Board of Directors and Auditors thereon. Proposed by : Mr. Ritesh Lohiya Seconded by : Ms. Priti Lohiya The following Resolution having been proposed and seconded by the aforementioned two Members was put to vote as an Ordinary Resolution: “RESOLVED THAT the audited financial statement of the Company for the financial year ended March 31, 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.” Voting Results: Number of Number of votes % of total number members who cast by them of valid votes cast voted Voted in favour of the 12 8650280 100.00% resolution Voted against the 0 0 0.00% resolution Invalid votes 0 0 0.00% Approved by Requisite Majority Item No. 2: To appoint a director in place of Ms. Priti Lohiya (DIN: 07789249), who retires by rotation and being eligible, offers herself for reappointment. Proposed by : Mr. Prem Karnani Seconded by : Mr. Rohit Kumar Sharma The following Resolution having been proposed and seconded by the aforementioned two Members was put to vote as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions Section 152 and other applicable provisions of the Companies Act, 2013, Ms. Priti Lohiya (DIN: 07789249), who retires by rotation at this meeting, and being eligible, offers herself for reappointment be and is hereby appointed as a Director of the Company liable to retire by rotation.” Voting Results: Particulars Number of Number of votes % of total number of members who cast by them valid votes cast voted Voted in favour of the 11 8650190 99.99896% resolution Voted against the 1 90 0.00104% resolution Invalid votes 0 0 0.00% Approved by Requisite Majority Item No. 3: To approve the re-designation of Ms. Priti Lohiya (DIN: 07789249) from Managing Director (MD) to Whole Time Director (WTD) and remuneration thereof. Proposed by : Mr. Prem Karnani Seconded by : Mr. Rohit Kumar Sharma The following Resolution having been proposed and seconded by the aforementioned two Members was put to vote as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 152, 196, 197, 198, 203 and any other applicable provisions of the Companies Act, 2013 (the “Act”) including Companies (Appointment and Qualification of Directors) Rules, 2014, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Schedule V of the Act or any other applicable rules and regulations made thereunder (including any amendment(s), statutory modification(s) and/or re-enactment(s) thereof for the time being in force), the applicable provisions of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) together with all other applicable laws, rules and regulations, and the provisions of the Memorandum of Association and the Articles of Association of the Company, and recommendation by the Board of Directors (hereinafter referred to as the “Board” which includes the Nomination & Remuneration committee thereof) Ms. Priti Lohiya (DIN: 07789249) (who was earlier appointed and designated as Managing Director of the Company), the consent of the Members of the Company be and is hereby re-designated and appointed as Whole-Time Director of the Company, w.e.f. September 16, 2026, for a period of 5 consecutive years i.e. from September 16, 2026 till September 15, 2031, liable to retire by rotation, on the terms and conditions including payment of remuneration during her tenure, as set out in the statement annexed to the notice of this meeting, provided the Board be and is hereby further authorized to alter, vary and revise the terms and conditions of appointment and/ or remuneration or remuneration structure, from time to time, as they may deem appropriate, provided that any such variation shall be within the overall limits approved herein and as set out in the statement annexed to the notice of this meeting. RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year during the tenure of Ms. Priti Lohiya as Whole-Time Director, the Company shall pay to her remuneration by way of salary, perquisites and allowances not exceeding the limits prescribed under Section II of Part II of Schedule V to the Act, as minimum remuneration, or such other limits/ceilings as may be prescribed or approved by the Central Government from time to time, and such remuneration shall be paid as minimum remunera [Showing first 8,000 characters — download PDF for full document]