Aditya Infotech Limited promoters have submitted prior intimation to stock exchanges regarding a proposed share acquisition through private family arrangement. The disclosure, filed under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, outlines a transfer of equity shares between promoter entities.

Transaction Overview

The proposed acquisition involves transfer of 55,000 equity shares currently held by Hari Shanker Khemka to Hari Khemka Business Family Trust. The transaction is scheduled to take place on or after March 27, 2026, and will be executed at nil consideration as it constitutes a private family arrangement among promoters.

Shareholding Impact

The transaction will result in minor changes to the promoter shareholding structure of Aditya Infotech Limited:

The trust will increase its shareholding by 0.05% while Hari Shanker Khemka's individual holding will reduce to minimal levels.

Regulatory Compliance

The transaction is being conducted under sub-clause (i) of Regulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, which provides exemption from making an open offer. The acquirer has declared compliance with all applicable disclosure requirements under Chapter V of the Takeover Regulations.

The filing was submitted by Hari Shanker Khemka as trustee on behalf of Hari Khemka Business Family Trust to both National Stock Exchange of India Limited and BSE Limited, with a copy to the company's compliance officer Roshni Tandon. The disclosure was digitally signed and dated March 20, 2026, from Noida, Uttar Pradesh.

Aditya Infotech Limited has issued a comprehensive postal ballot notice dated February 12, 2026, seeking shareholder approval for six special resolutions that will shape the company's employee compensation framework and governance structure.

Key Resolutions for Shareholder Approval

The postal ballot encompasses several critical corporate actions that require special resolution approval:

Employee Stock Option Plan Details

The company's ESOP ratification represents a significant milestone following its IPO listing on August 5, 2025. The Aditya Infotech Employee Stock Option Plan 2024 covers up to 31,70,100 options convertible into equal number of fully paid-up equity shares with face value of Re. 1/- each.

Key ESOP features include:

• Minimum vesting period: 1 year from grant date
• Maximum vesting period: 4 years from grant date
• Exercise period: Maximum 4 years from each vesting date
• Eligibility: Company employees, directors (excluding independent directors), and group company employees
• Individual limit: No employee can receive options equal to or exceeding 1% of issued capital

Executive Remuneration Revisions

The company proposes substantial remuneration increases for its three executive directors, effective April 1, 2026:

Chairman Hari Shanker Khemka

Managing Director Aditya Khemka

Whole-time Director Ananmay Khemka

Governance and Voting Process

The postal ballot will be conducted exclusively through remote e-voting, with no physical ballot forms distributed. The voting schedule is structured as follows:

Mr. Anuj Gupta (Membership No. A31025), Company Secretary in Practice, has been appointed as the Scrutinizer to conduct the postal ballot process. The company has engaged National Securities Depository Limited (NSDL) for facilitating the remote e-voting process.

Articles of Association Amendment

A significant governance proposal involves inserting Article 102A to formalize Dixon Technologies (India) Limited's nomination rights. Under this provision, Dixon Technologies will retain the right to nominate one director to the board as long as it maintains at least 4% shareholding in the company. This right cannot be transferred to any other entity.

Regulatory Compliance

The ESOP ratification is mandated under Regulation 12 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, which requires post-listing shareholder approval for employee stock option schemes formulated prior to listing. The remuneration revisions require special resolution approval under Regulation 17(6)(e) of SEBI Listing Regulations, as the aggregate remuneration to promoter executive directors exceeds 5% of net profits.

Shareholders can access the complete postal ballot notice and related documents on the company's website at https://adityagroup.com/ , NSDL's e-voting portal, and stock exchange websites. The company will communicate results to stock exchanges and publish them on relevant platforms within the stipulated timeframe.

Source: None/Company/INE819V01029/9911897b-68a4-43d5-949d-58a2eddeace7.pdf