Shareholders meeting

Solutions Simplified Adroit Infotech Limited 2025-2026 ANNUAL REPORT Adroit Infotech Limited NOTICE Notice is hereby given that the 36th Annual General Meeting (AGM) of the Members of M/s. Adroit Infotech Limited (“the Company”) will be held on 14th August day, Friday, 2026 at 09.00 A.M. IST through Video Conferencing (“VC”) / Other Audio- Visual Means (“OAVM”), to transact the following business: ORDINARY BUSINESS: 1. TO RECEIVE, CONSIDER AND ADOPT THE AUDITED STANDALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026 AND THE REPORTS OF THE BOARD OF DIRECTORS AND AUDITORS THEREON; AND IN THIS REGARD, PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION: “RESOLVED THAT the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026 and the reports of the Board of Directors and Auditors thereon laid before this meeting, be and are hereby considered and adopted.” 2. TO RECEIVE, CONSIDER AND ADOPT THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026 AND THE REPORT OF THE AUDITORS THEREON AND IN THIS REGARD, PASS THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION. “RESOLVED THAT the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026 and the report of Auditors thereon laid before this meeting, be and are hereby considered and adopted.” 3. TO RE-APPOINT MS. KANTHI REDDY SUNKERNENI (DIN: 10732925), WHO RETIRES BY ROTATION AS A DIRECTOR AT THIS ANNUAL GENERAL MEETING AND BEING ELIGIBLE SEEKS RE-APPOINTMENT 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 152 of the Companies Act, 2013, (“the Act”) Ms. Kanthi Reddy Sunkerneni (DIN: 10732925), who retires by rotation at this meeting, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.” 4. TAKING NOTE OF REVISION IN REMUNERATION OF GROUP CHIEF EXECUTIVE OFFICER AND GROUP CHIEF OPERATING OFFICER OF MATERIAL SUBSIDIARY. "RESOLVED THAT the Board of Directors do hereby take note of the revision in remuneration of Mr. Naveen Naidu, Group Chief Executive Officer (Group CEO), and Mr. Satish Kumar Yadav, Group Chief Operating Officer (Group COO), who are designated as the Key Managerial Personnel of the Company and are employed with Verso Altima India Private Limited, a material subsidiary of the Company, with effect from 1st April, 2026, as approved by the Board of Directors of Verso Altima India Private Limited. RESOLVED FURTHER THAT the Board noted that the revision in remuneration has been approved by the Board of Directors of the material subsidiary after taking into consideration their roles and responsibilities, leadership, experience, performance, contribution to the growth and strategic objectives of the Group, prevailing industry benchmarks and market compensation practices. RESOLVED FURTHER THAT the Board also noted that the remuneration revision is in compliance with the applicable provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws, to the extent applicable. ANNUAL REPORT 2025-2026 Adroit Infotech Limited RESOLVED FURTHER THAT the Board places on record its appreciation for the valuable contribution made by Mr. Naveen Naidu and Mr. Satish Kumar Yadav towards the sustained growth and operational excellence of the Company and its subsidiaries. RESOLVED FURTHER THAT the Company Secretary and Compliance Officer be and is hereby authorised to make necessary disclosures, filings and intimations, wherever required, and to do all such acts, deeds, matters and things as may be necessary for giving effect to this Resolution." 5. APPROVAL FOR FORFEITURE OF PARTLY PAID-UP EQUITY SHARES RESOLVED THAT pursuant to the provisions of the Companies Act, 2013, the rules made thereunder, the Articles of Association of the Company, the Letter of Offer issued in connection with the Rights Issue, and based on the recommendation of the Rights Issue Committee, the consent of the Board be and is hereby accorded for the forfeiture of 26,39,910 (Twenty-Six Lakh Thirty-Nine Thousand Nine Hundred and Ten) partly paid-up equity shares on which the holders thereof have failed to pay the outstanding First Call and/or Final Call monies within the stipulated timelines, despite the Company having issued due notices and provided adequate opportunities for payment. RESOLVED FURTHER THAT the aforesaid 26,39,910 partly paid-up equity shares be and are hereby forfeited with effect from 22nd May, 2026, in accordance with the provisions of the Companies Act, 2013, the Articles of Association of the Company, the terms of the Rights Issue and other applicable laws. RESOLVED FURTHER THAT upon such forfeiture, all amounts already paid by the holders of the aforesaid partly paid-up equity shares shall stand forfeited to the Company and the said shares shall cease to rank for any rights attached thereto from the effective date of forfeiture. RESOLVED FURTHER THAT the Board authorises the Rights Issue Committee and the officers of the Company to take all consequential actions in relation to the forfeited shares, including maintaining the Register of Members, updating statutory records, making necessary filings and disclosures with the stock exchanges, the Registrar of Companies, depositories and other regulatory authorities, and to undertake such further actions, including reissue, cancellation or otherwise dealing with the forfeited shares, in accordance with the provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Articles of Association of the Company and other applicable laws. RESOLVED FURTHER THAT the Company Secretary and Compliance Officer be and is hereby authorised to sign, execute and file all necessary forms, returns, applications, intimations and documents and to do all such acts, deeds and things as may be necessary or expedient for giving effect to this Resolution." SPECIAL BUSINESS: 1. APPROVAL FOR BORROWING POWERS UNDER SECTION 180(1)(C) OF THE COMPANIES ACT, 2013 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 180(1)(c) read with Section 179(3)(d) and other applicable provisions, if any, of the Companies Act, 2013 ("the Act"), the rules made thereunder, including any statutory modification(s) or re-enactment thereof for the time being in force, the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Articles of Association of the Company, and subject to such approvals, consents, permissions and sanctions as may be necessary, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall ANNUAL REPORT 2025-2026 Adroit Infotech Limited be deemed to include any Committee thereof or any person(s) authorized by the Board to exercise the powers conferred by this Resolution) to borrow, from time to time, such sum or sums of money, in one or more tranches, by way of loans, credit facilities, term loans, working capital facilities, external commercial borrowings, debentures, commercial papers or any other debt instruments or financial assistance from banks, financial institutions, bodies corporate or any other persons, whether secured or unsecured, upon such terms and conditions as the Board may deem fit in the best interests of the Company RESOLVED FURTHER THAT the Board be and is hereby authorized to borrow such monies notwithstanding that the aggregate amount of monies so borrowed together with the monies already borrowed by the Company (excluding temporary loans obtained from [Showing first 8,000 characters — download PDF for full document]