Shareholders meeting

Ref No.: NACL/03/AUG/2026-27 August 18, 2026 To, To, BSE Limited, National Stock Exchange of India Ltd., Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street, Bandra Kurla Complex, Mumbai- 400001 Bandra (E) Scrip Code: 544260 Mumbai – 400 051 Scrip Symbol: NORTHARC Sub.: Proceedings of the 18th Annual General Meeting of the Company Ref.: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 We hereby submit the proceedings of the 18th Annual General Meeting of the Company held on Tuesday, August 18, 2026, at 11:30 A.M. through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) facility provided by National Securities Depository Services Limited (‘NSDL’) as per the guidelines of Ministry of Corporate Affairs and in compliance with the applicable provisions of the Companies Act, 2013, rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For Northern Arc Capital Limited Prakash Chandra Panda Company Secretary & Compliance Officer Encl: Proceedings of 18th AGM of the Company PROCEEDINGS OF 18th ANNUAL GENERAL MEETING OF NORTHERN ARC CAPITAL LIMITED The 18th Annual General Meeting (AGM) of the members of the Northern Arc Capital Limited (“the Company”) was held on Tuesday, August 18, 2026, at 11.30 A.M. (“IST”) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”). The number of shareholders as on the cut-off date i.e., August 12, 2026, was 89,746. Out of which 47 shareholders have attended the AGM. Mr. P.S. Jayakumar, Chairman of the Company and Independent Director chaired the meeting and welcomed all the shareholders, representatives, invitees and Directors present at the Meeting. Requisite quorum being present, Chairman called the Meeting to order. The Chairman after introducing himself, introduced all the Directors who were present at the meeting as detailed below: Directors present through video conferencing S. No. Name of the Director Category Chairmanship of Committee(s) Chairman of the Company and 1. Mr. P.S. Jayakumar Nil Independent Director Chairman of Willful Defaulters 2. Mr. Ashish Mehrotra Managing Director and CEO Review Committee Non-Independent Non-executive 3. Ms. Anuradha Rao Nil Director Chairman of Audit Committee, Mr. Ashutosh Arvind 4. Independent Director Corporate Social Responsibility Pednekar Committee & ESG Committee 5. Mr. Michael Jude Fernandes Non-executive Nominee Director Nil Chairperson of Nomination and Remuneration Committee, 6. Ms. Vidya Krishnan Independent Director Stakeholders Relationship Committee & Risk Management Committee Mr. Sandeep Dhar, Independent Director and Mr. Vijay Chakravarthi, Non-executive Nominee Director, were unable to attend the meeting due to unforeseen exigencies. The representative of Statutory Auditors - M/s. Walker Chandiok & Co LLP, Chartered Accountants, and the Secretarial Auditors - M/s. Alagar & Associates LLP, were attended the meeting through video conference. Mr. N. A. Srinivasan, the Designated Partner of M/s. Genicon Legal LLP, Advocates and Advisors Firm, the Scrutinizer for the AGM were also present during the Meeting through VC. The Chairman further informed that all feasible efforts had been made to enable members to participate through video conferencing or other audio-visual means and vote at the Annual General Meeting The Company Secretary informed the shareholders that since the Annual General meeting of the Company was held through VC / OAVM, the facility of appointing proxies was not applicable for the meeting. He further informed that all documents referred to in the 18th AGM Notice (“Notice”) pertaining to the agenda items set out in the notice / explanatory statements along with the Register of Directors and Key Managerial Personnel, the Register of Contracts or Arrangements in which Directors are interested, were made available electronically for inspection. The Company Secretary made few announcements to shareholders with respect to participation through VC/OAVM, dispatch of Notice & Annual Report through electronic mode, provision for e-voting at the AGM through NSDL platform and Question & Answer session. Thereafter, the Chairman delivered his address and briefly highlighted the Economic overview, Company performance Commitment to ESG & CSR, Corporate Governance and outlook of the Company. The Notice convening the 18th Annual General Meeting and the Annual Report for FY 2025-26 were taken as read. The Chairman further informed that since the Auditor’s Report on the Financial Statements and Secretarial Audit Report for the financial year ended March 31, 2026, did not have any qualifications, reservations, observations, adverse remarks or disclaimer, they were also taken as read. The Chairman further informed that for the benefit of Shareholders, Company Secretary would read the agenda items put for e-Voting in the AGM. Accordingly, Company Secretary read out each agenda items. The following businesses, as set out in the Notice of the 18th AGM, were transacted through remote e-voting and e-voting during the AGM: Item Subject Matter of Resolution Type of Resolution Type of voting To receive, consider and adopt the audited annual standalone and consolidated financial statements of the 1. c ompany for the financial year ended March 31, 2026, and Ordinary Resolution the Reports of the Board of Directors and Auditors thereon. To appoint a director in place of Mr. Vijay Nallan 2. C hakravarthi (DIN: 08020248), who retires by rotation and Ordinary Resolution being eligible offers himself for reappointment. To appoint R. Subramaniyan and Company LLP (FRN: 3. 0 04137S / S200041) as the Joint Statutory Auditors of the Ordinary Resolution Company and fixing of remuneration. Remote To approve Creation of charges on the assets of the e-voting & e- 4. C ompany under Section 180(1)(a) of the Companies Act, Special Resolution voting during 2013. To approve increase in borrowing powers in excess of the paid-up share capital, free reserves and securities 5. Special Resolution premium of the Company pursuant to Section 180(1) (c) of the Companies Act, 2013. To approve the Offer and Issue of Non-Convertible 6. D ebentures, in one or more tranches, on a private Special Resolution placement basis. To approve the revision in payment of remuneration by way of commission to Mr. P S Jayakumar (DIN: 01173236) 7. Special Resolution as Non-Executive Independent Director and Chairperson of the Company. To approve revision in the terms of managerial remuneration of Mr. Ashish Mehrotra (DIN: 07277318), 8. M anaging Director & Chief Executive Officer of the Special Resolution Company and to ratify the payment of Special Discretionary Payout. To approve Change in Mode of Implementation of Northern Arc Employee Stock Option Plan 2016 and the 9. Special Resolution ESOP Schemes from Trust Route to Direct Route and amendments made thereto The Chairman provided few instructions regarding the Question & Answers (Q & A) session before inviting the registered speaker shareholders to seek clarification or offer any comments. Out of 13 speaker shareholders registered, only 9 participated in the Q & A session and presented their views/sought clarifications. Thereafter, Mr. Ashish Mehrotra, Managing Director & CEO, responded to the queries raised by the Speaker shareholders. Thereafter, the Chairman informed the Shareholders that the e-voting would be open for additional 15 (fifteen) minutes after the conclusion of the AGM to enable the Shareholders to cast their votes, in case they have not casted their vote in the remote e-voting before the AGM. The Chairman then thanked all the participants for attending the 18th AGM of the Company and declared the meeting as concluded. Time of Commencement of the meeting 11:30 A.M. Time of Conclusion of the meeting 12:24 P.M. For Northern Arc Capital Limited Prakash Chandra Panda Company Secretary & Compliance Officer