FOCE2026-09-08FOCE2026-09-082026-09-08ResolutionOrAgendaDomain1FOCE2026-09-08ResolutionOrAgendaDomain1FOCE2026-09-082026-09-08ResolutionOrAgendaDomain2FOCE2026-09-08ResolutionOrAgendaDomain2FOCE2026-09-082026-09-08ResolutionOrAgendaDomain3FOCE2026-09-08ResolutionOrAgendaDomain3FOCE2026-09-082026-09-08ResolutionOrAgendaDomain4FOCE2026-09-08ResolutionOrAgendaDomain4FOCE2026-09-082026-09-08ResolutionOrAgendaDomain5FOCE2026-09-08ResolutionOrAgendaDomain5FOCE2026-09-082026-09-08ResolutionOrAgendaDomain6FOCE2026-09-08ResolutionOrAgendaDomain6FOCE2026-09-082026-09-08ResolutionOrAgendaDomain7FOCE2026-09-08ResolutionOrAgendaDomain7xbrli:pureFOCEFoce India LimitedNew2026-09-3011:00:002026-09-08Annual General MeetingVideo Conference (VC) or Other Audio-Visual Means (OAVM)25WEDNESDAY2026-09-3011:00:00Video Conference (VC) or Other Audio-Visual Means (OAVM)7Ordinary ResolutionAdoption of Financial Statements“RESOLVED THAT the audited standalone financial statement of the Company for the financial year ended March 31, 2026 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.” b) “RESOLVED THAT the audited consolidated financial statement of the Company for the financial year ended March 31, 2026 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.”Ordinary ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRetirement by rotationRESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Utkarsh Agarwal (DIN: 08021945) Director of the Company, who retires by rotation at this 25th Annual General Meeting and being eligible offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company and that her period of office be liable to determination by retirement of Directors by rotation."Executive DirectorUtkarsh Agarwal080219452026-04-012027-09-30Ordinary ResolutionOthersOthersRE-APPOINTMENT OF STATUTORY AUDITORS OF THE COMPANY FOR A SECOND TERM OF FIVE CONSECUTIVE YEARS FROM F.Y. 2026-27 TO F.Y. 2030-31:“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, and the applicable provisions of the Articles of Association of the Company, M/s. S.D.G. & Co., Chartered Accountants (Firm Registration No. 137864W), the existing Statutory Auditors of the Company, whose first term of appointment is expiring at the conclusion of the 25th Annual General Meeting, and who have given their consent and confirmed their eligibility for re-appointment, be and are hereby reappointed as the Statutory Auditors of the Company for a second term of five consecutive years, from the conclusion of the 25th Annual General Meeting until the conclusion of the 30th Annual General Meeting, covering the financial years from 2026-27 to 2030-31, at such remuneration as may be determined by the Board of Directors in consultation with the Statutory Auditors.Special ResolutionOthersOthersAPPROVAL OF MATERIAL RELATED PARTY TRANSACTIONSAPPROVAL OF MATERIAL RELATED PARTY TRANSACTIONSSpecial ResolutionOthersOthersAPPROVAL FOR BORROWING POWERS OF THE BOARD OF DIRECTORS UNDER SECTION 180(1) (C) OF THE COMPANIES ACT, 2013“RESOLVED THAT pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with the rules made thereunder, and subject to such approvals, consents, permissions and sanctions as may be required from the statutory and regulatory authorities, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (“Board”, which term shall include any Committee thereof and/or any person(s) authorised by the Board) to borrow, from time to time, such sums of money as may be required for the purposes of the business of the Company, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company, apart from temporary loans obtained from the Company’s bankers in the ordinary course of business, may exceed the aggregate of the paid-up share capital, free reserves and securities premium of the Company, provided that the total amount so borrowed and outstanding at any point of time shall not exceed ₹ 100 crore (Rupees One Hundred Crore only). RESOLVED FURTHER THAT the aforesaid borrowing limit shall be in addition to the temporary loans obtained from the Company’s bankers in the ordinary course of business, as contemplated under Section 180(1)(c) of the Act. RESOLVED FURTHER THAT the Board be and is hereby authorised to borrow such monies from time to time from banks, financial institutions, non-banking financial companies, bodies corporate, funds, lending institutions, investors and/or any other person, entity or institution, whether in India or otherwise, as may be permissible under applicable law, on such terms and conditions as the Board may deem fit and expedient in the best interests of the Company. RESOLVED FURTHER THAT the Board be and is hereby authorised to determine the terms and conditions of such borrowings, including but not limited to the amount, tenure, rate of interest, repayment schedule, security, guarantees, covenants, costs, charges and other related matters. RESOLVED FURTHER THAT the Board be and is hereby authorised to execute and deliver all agreements, deeds, documents, writings, papers and instruments and to do all such acts, deeds, matters and things as may be necessary, desirable or expedient for giving effect to this resolution. RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers conferred upon it by this resolution to any Committee of the Board, Managing Director, Whole-time Director, Chief Financial Officer, Company Secretary or such other officer(s) of the Company as it may deem appropriate, subject to applicable laws and regulations.”Special ResolutionOthersOthersAPPROVAL FOR CREATION OF SECURITY ON THE ASSETS OF THE COMPANY IN CONNECTION WITH BORROWINGS (BORROWING POWER“RESOLVED THAT pursuant to Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with the rules made thereunder and subject to such approvals, consents, permissions and sanctions as may be required, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (“Board”, which term shall include any Committee thereof and/or any person(s) authorised by the Board) to create, from time to time, such mortgages, charges, hypothecations, liens, pledges or other encumbrances, in such manner and on such terms and conditions as may be considered necessary or expedient, over the whole or substantially the whole of the undertaking(s) of the Company and/or such of its movable and/or immovable properties, assets, receivables, rights and other assets, as may be required, in connection with or for securing the borrowings of the Company, within the overall borrowing limits approved by the Members from time to time, which shall not exceed 100 crore (Rupees One Hundred Crore only) at any point of time. RESOLVED FURTHER THAT such security may be created in favour of banks, financial institutions, nonbanking financial companies, bodies corporate, lenders, debenture trustees, security trustees and/or such other persons or entities as may be permissible under applicable law. RESOLVED FURTHER THAT the Board be and is hereby authorised to determine the nature, extent, ranking, priority and other terms of such security and to execute all deeds, agreements, documents and instruments and to do all such acts, deeds, matters and things as may be necessary, desirable or expedient for giving effect to this resolution. RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers conferred upon it by this resolution to any Committee of the Board, Managing Director, Whole-time Director, Chief Financial Officer, Company Secretary or such other officer(s) as it may deem appropriate.”Special ResolutionOthersOthersAPPROVAL FOR CREATION OF SECURITY ON THE ASSETS OF THE COMPANY IN CONNECTION WITH BORROWINGS“RESOLVED THAT pursuant to the provisions of Section 186(3) and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with the rules made thereunder, and subject to such approvals, consents, permissions and sanctions as may be required, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (“Board”, which term shall include any Committee thereof and/or any person(s) authorised by the Board) to: (a) give any loan to any person or other body corporate; (b) give any guarantee or provide security in connection with a loan to any other body corporate or person; and/or (c) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, in excess of the limits prescribed under Section 186(2) of the Act, provided that the aggregate amount of loans, investments made, guarantees given and securities provided by the Company, together with the loans, investments, guarantees and securities already made or provided, shall not exceed 100 crore (Rupees One Hundred Crore only) at any point of time. RESOLVED FURTHER THAT the aforesaid overall limit shall be subject to the limits, conditions, restrictions and exceptions prescribed under Section 186 of the Act and the rules made thereunder and shall not be construed as authorising any transaction prohibited under the Act or any other applicable law. RESOLVED FURTHER THAT the Board be and is hereby authorised to make such loans, investments, give such guarantees and provide such securities from time to time, in one or more tranches, on such terms and conditions as the Board may deem fit and appropriate in the interests of the Company. RESOLVED FURTHER THAT the Board shall ensure that all such transactions are undertaken in accordance with the provisions of Sections 185 and 186 of the Act, applicable rules and regulations, SEBI regulations, stock exchange requirements and other applicable laws. RESOLVED FURTHER THAT the Board be and is hereby authorised to determine the nature, amount, tenure, terms, conditions, rate of interest, security and other commercial terms of such loans, investments, guarantees and securities and to execute all agreements, deeds, documents and instruments as may be necessary or expedient in this regard. RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers conferred upon it by this resolution to any Committee of the Board, Managing Director, Whole-time Director, Chief Financial Officer, Company Secretary or such other officer(s) of the Company as it may deem appropriate, subject to applicable laws.”