95 | Annual Report | 2025-2026 requirements and directions of the relevant Stock Exchange(s) prior to filing of the Draft Red Herring Prospectus (“DRHP”) with SEBI and concerned Stock Exchange(s) along with other matters. We further report that, during the audit period, the Company had obtained approval of the shareholders by way of Special Resolution for the following matters: a) Extra Ordinary General Meeting held on April 22, 2025 (i) Appointment of Mr. Narasimha Kummamuri Murthy (DIN: 00023046), as a Non-Executive Independent Director of the Company. b) Annual General Meeting held on August 12, 2025 (i) Borrowing limits not exceeding Rs 10,000 Crores at any point of time pursuant to Section 180(1)(c) of the Companies Act, 2013. (ii) Creation of charge on the movable and immovable properties of the Company, provided that the total amount so secured shall not exceed INR 10,000 Crores at any point of time pursuant to Section 180(1)(a) of the Companies Act, 2013. (iii) Issuance of Non-Convertible Debentures (“NCDs”) on private placement basis, exceeding the prescribed limits, up to an amount of INR 5,000 Crores within the overall borrowing limits of the Company pursuant to Sections 42 and 71 of the Companies Act, 2013. (iv) Payment of commission to the Directors other than Executive Director for the Financial Year 2024-25 exceeding one per percent but not exceeding two percent of the net profit in aggregate. (v) Payment of commission to Mr. Vineet Chandra Rai and Mr. Anurag Agrawal, Non-Executive Nominee Directors of the Company, for the Financial Year 2025-26 pursuant to Sections 197, 198 and other applicable provisions of the Companies Act, 2013. (vi) Create, offer and grant up to 5,00,000 (Five Lakhs) equity shares as Employee Stock Options to the eligible employees and Directors of the Company, as determined in terms of ESOP Plan 2021. c) Extra Ordinary General Meeting held on March 25, 2026 (i) Adoption of a new set of Articles of Association of the Company. (ii) Undertaking an Initial Public Offer (“IPO”). (iii) Increase in the investment limits for Non-Resident Indians (“NRIs”) and Overseas Citizens of India (“OCIs”) from 10% up to 24% of the paid-up equity share capital of the Company. (iv) Reappointment of Mr. Manoj Kumar Nambiar (DIN: 03172919) as Managing Director of the Company. (v) Amendment to the Arohan Employee Stock Option Plan 2010, Arohan Employee Stock Option Plan 2018 and Arohan Employee Stock Option Plan 2021. We further report that the Company has filed the Draft Red Herring Prospectus (DRHP) dated May 15, 2026 with the Securities and Exchange Board of India (SEBI) and the Stock Exchanges where the Equity Shares of the Company are proposed to be listed. This Report is to be read with our letter of even date which is annexed “Annexure A” and forms an integral part of this Report. For MR & Associates Company Secretaries A Peer Reviewed Firm Peer Review Certificate No.: 5598/2024 Place: Kolkata Date: 21.05.2026 Sd/- [M R Goenka] Partner FCS No.: 4515 C P No.: 2551 UDIN : F004515H000446341
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