Clio Infotech Limited convened an Extra Ordinary General Meeting (EGM) on Thursday, May 14, 2026, at 12:00 p.m. through Video Conferencing (VC) facility, in compliance with applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The meeting was chaired by Mr. Ashwini Pareek, Chairman of the Company, who called the meeting to order upon confirmation of the requisite quorum and addressed the members before proceeding to the items of business.

Regularization of Director Appointment

The shareholders approved the proposal to regularize the appointment of Mr. Ashwini Kumar Pareek (DIN: 11551819) as the Non-executive Director and Chairman of the Company. The appointment was regularized effective May 14, 2026. The term of appointment is not defined. Mr. Pareek is a dynamic professional with expertise spanning Research & Business Analytics, SOP Development, Project Management, Data Analysis, Creative Media Production, and Generative AI Solutions. The Company affirmed that he is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

Special Business Transacted

The EGM transacted three special business items as set out in the notice convening the meeting. The key agenda items are summarised below:

E-Voting Process

In compliance with Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, and applicable SEBI regulations, the Company provided members the facility to cast votes electronically. The remote e-voting window was open from May 11, 2026 at 09:00 a.m. IST and closed on May 13, 2026 at 5:00 p.m. IST. Members present at the meeting who had not exercised remote e-voting were permitted to cast their votes using the e-voting platform of National Securities Depository Ltd.

Ms. Shubhangi Agarwal, Practicing Company Secretary (Membership No. A63219), was appointed as the Scrutinizer for the conduct of the e-voting process, ensuring transparency and regulatory compliance.

Conclusion and Next Steps

The EGM concluded at 12:27 p.m., including the time allowed for e-voting at the meeting. The Chairman informed members that detailed voting results, pursuant to Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, will be submitted to the stock exchanges within the prescribed time limit and will also be posted on the Company's website. The proceedings were signed by Ms. Nikita Tiwadi, Managing Director (DIN: 10646772), on behalf of Clio Infotech Limited.

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/ .