The Board of Directors of Clio Infotech Limited has approved the issuance of a Postal Ballot Notice to seek shareholder consent for the preferential allotment of convertible warrants and an increase in the investment limit under Section 186 of the Companies Act, 2013. The company has engaged National Securities Depository Limited (NSDL) to facilitate remote e-voting, which is scheduled to commence on Thursday, May 14, 2026, at 9:00 A.M. (IST) and conclude on Friday, June 12, 2026, at 5:00 P.M. (IST). Members of the company whose names appear in the Register of Members as on the cut-off date of Friday, May 08, 2026, are eligible to participate in the voting process.

Preferential Allotment of Warrants

The primary resolution seeks approval for the issuance of up to 2,17,50,000 (Two Crore Seventeen Lakhs Fifty Thousand) warrants convertible into fully paid-up equity shares. These warrants are proposed to be allotted on a preferential basis to Falcon Peak Fund (CEIC) LTD, a non-promoter entity, for a total cash consideration aggregating up to INR 21,75,00,000. The price of the warrants has been determined at INR 10 per warrant, based on a valuation report dated May 13, 2026, from an independent registered valuer.

The warrants will be convertible into equity shares of face value INR 10 each. Holders are required to pay 25% of the consideration at the time of allotment, with the balance 75% payable upon the exercise of the conversion option. The equity shares issued upon conversion will rank pari passu with existing shares. The proceeds from the issue are intended to be utilized for debt repayment and general corporate purposes, including working capital requirements and business expansion.

Investment Authorization and Scrutinizer Appointment

The second special resolution proposes to increase the limit for investments, loans, and guarantees under Section 186 of the Companies Act, 2013. The board seeks authorization to approve such transactions up to an overall limit of Rs. 100 Crores, subject to shareholder approval. This limit supersedes previous constraints and allows the board greater flexibility for corporate financial decisions.

To ensure the integrity of the voting process, the board has appointed Ms. Shubhangi Agarwal, a Practicing Company Secretary (Membership No. A63219, COP No. 23802), as the Scrutinizer. The results of the postal ballot are expected to be declared on or before Sunday, June 14, 2026. The notice and explanatory statement are available on the company’s website at https://clioinfotech.in/ .

Clio Infotech has notified the BSE Limited of an upcoming board meeting scheduled for Monday, May 18, 2026, pursuant to Regulation 29(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The intimation was issued on May 11, 2026, and signed by Ms. Nikita Tiwadi, Managing Director of the company.

Board Meeting Agenda

The board meeting has been convened to address key regulatory and financial matters. The following items are on the agenda:

• Consideration, approval, and taking on record of the Audited Financial Results for the quarter and year ended March 31, 2026, as required under Regulation 33 of SEBI (LODR) Regulations, 2015.
• Discussion and consideration of any other items as may be decided by the Board of Directors.

The table below summarises the key details of the scheduled board meeting:

Trading Window Closure

In accordance with the company's Code of Conduct for Prohibition of Insider Trading, the trading window has been closed effective April 1, 2026. The closure will remain in effect until the completion of 48 hours following the public declaration of the audited financial results for the quarter ended March 31, 2026. This restriction applies to all Directors, Key Managerial Personnel (KMPs), Designated Employees, and Connected Persons of the company as defined under the Code.

The intimation has been submitted to the Listing Department of BSE Limited at Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai.