5110762026-08-145110762026-08-142026-08-14ResolutionOrAgendaDomain15110762026-08-14ResolutionOrAgendaDomain15110762026-08-142026-08-14ResolutionOrAgendaDomain25110762026-08-14ResolutionOrAgendaDomain25110762026-08-142026-08-14ResolutionOrAgendaDomain35110762026-08-14ResolutionOrAgendaDomain35110762026-08-142026-08-14ResolutionOrAgendaDomain45110762026-08-14ResolutionOrAgendaDomain45110762026-08-142026-08-14ResolutionOrAgendaDomain55110762026-08-14ResolutionOrAgendaDomain55110762026-08-142026-08-14ResolutionOrAgendaDomain65110762026-08-14ResolutionOrAgendaDomain6xbrli:pureAeroflex Enterprises LimitedAEROENTERNew2026-08-1418:43:002026-08-14Annual General MeetingVideo Conference (VC) or Other Audio-Visual Means (OAVM)41Tuesday2026-09-0811:00:0053, C-Wing, Mittal Tower, Nariman Point, Mumbai - 4000216Ordinary ResolutionAdoption of Financial Statements1. To consider and adopt: a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, together with the Reports of the Board of Directors’ and the Auditors’ thereon; and b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the Report of the Auditors’ thereon. and in this regard, to consider and if thought fit, to pass the following resolution as Ordinary Resolutions: a) “RESOLVED THAT the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, together with the Reports of the Board of Directors’ and the Auditors’ thereon, as circulated to the Members, be and are hereby considered and adopted.” b) “RESOLVED THAT the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the Report of the Auditors’ thereon, as circulated to the Members, be and are hereby considered and adopted.”Ordinary ResolutionOthersOthersDeclaration of DividendTo declare a Final Dividend on Equity Shares for the financial year 2025–26: To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT a final dividend at the rate of Re. 0.40 (Forty paise only) per equity share of face value of ₹ 2/- (Rupees Two only) each, fully paid-up, (i.e. 20%), as recommended by the Board of Directors, be and is hereby declared for the financial year ended March 31, 2026, and be paid out of the profits of the Company.”Ordinary ResolutionOthersOthersRe-appointment of Director who retires by rotationTo re-appoint a Director in place of Mr. Harikant Ganeshlal Turgalia (DIN: 00049544), who retires by rotation and, being eligible, offers himself for re-appointment: To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), as recommended by Nomination, Remuneration and Compensation Committee and the Board of Directors and in accordance with the Articles of Association of the Company, Mr. Harikant Ganeshlal Turgalia (DIN: 00049544), who retires by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”Special ResolutionAppointment/Re-appointment/Removal/Ratification/Retirement/RemunerationRe-appointmentRe-appointment of Mrs. Uma Manoj Mandavgane (DIN: 03156224) as an Independent Woman Director of the Company for a second term of five (5) consecutive years: To consider and, if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT in accordance with the provisions of Sections 149, 150, 152 and 160 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualifications of Directors) Rules, 2014 and other applicable provisions of the Act and Regulations 16, 17 and 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), and other applicable provisions of the applicable laws, (including any statutory modification(s) or amendment(s) or reenactment(s) thereof for the time being in force) and in accordance with the Articles of Association of the Company and Secretarial Standard-2 on General Meetings and other applicable laws, rules, regulations, circulars and notifications and based on the recommendation of the Nomination, Remuneration and Compensation Committee and approval of the Board of Directors of the Company, the consent of the members be and is hereby accorded for the re-appointment of Mrs. Uma Manoj Mandavgane (DIN: 03156224), who has submitted a declaration that she meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, in respect of whom the Company has received a notice in writing under Section 160(1) of the Act and who holds office as an Independent Director up to May 30, 2027 be and is hereby re-appointed as a Non-Executive Independent Woman Director on the Board of the Company, not liable to retire by rotation, for a second consecutive term of 5 (five) years, commencing from May 31, 2027 to May 30, 2032. RESOLVED FURTHER THAT the Board of Directors of the Company (which term shall be deemed to include any duly constituted committee empowered to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”Non-Executive - Independent DirectorUma Manoj Mandavgane031562242027-05-312032-05-302Special ResolutionOthersAlteration in MoA/AoAAlteration of the Object Clause of the Memorandum of Association of the Company: To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of Companies Act, 2013, (including any statutory modifications or re-enactment thereof, for the time being in force), and the rules framed there under, the Articles of Association of the Company and subject to such other approvals as may be necessary, the consent of the Members be and is hereby accorded for alteration of the Memorandum of Association for alteration of Object clause of the Company in the manner mentioned hereinbelow: 1. Alteration of Clause III (A) by insertion of Clauses 2M and 2N as follows: Clause 2M: To carry on the business of establishing, developing, owning, operating, managing and maintaining data centres, server farms, information technology infrastructure facilities, and allied digital infrastructure facilities in India or abroad; to provide data hosting, colocation facility, managed infrastructure services, cloud infrastructure support, connectivity, storage, backup, disaster recovery, business continuity, monitoring, security, power, cooling, facility management and other related infrastructure support services; and to acquire, purchase, lease, license, install, operate, maintain, upgrade, sell or otherwise deal in servers, racks, networking equipment, power systems, cooling systems, storage systems, security systems and other equipment, systems and facilities required for or incidental to the establishment, operation and management of data centres and allied digital infrastructure facilities. Clause 2N: To carry on, in India or elsewhere, either alone or jointly with any person, company, government, local authority or other entity, the business of owning, acquiring, establishing, developing, constructing, operating, managing, maintaining, marketing, franchising, licensing or otherwise dealing in resorts, hotels, restaurants, bars, serviced apartments, holiday homes, villas, townhouses, health clubs, spas, salons, water sports facilities, beach and sports resorts, fun parks, amusement parks, banquet facilities, function halls, convention centres, exhibition venues, commercial and business centres, shopping gallerias, retail and service shops, parking facilities and other hospitality, leisure, wellness, recreational and allied facilities, together with all land, buildings, premises, amenities, conveniences and things incidental or conducive thereto. 2. Alteration of Clause III (B) by altering the existing clause No. 3 as follows: i. Insertion of clause no. 3a: “To carry on any other business which may seem to the Company capable of being conveniently carried on in connection with the above or calculated directly or indirectly to enhance the value of or render profitable, any of the Company's property or rights.” ii. Renumbering the existing clause no. 3 as 3b. RESOLVED FURTHER THAT the Board of Directors of the Company (which term shall be deemed to include any duly constituted committee empowered to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”Special ResolutionOthersOthersINCREASE IN THE LIMITS UNDER SECTION 186 OF THE COMPANIES ACT, 2013TO APPROVE THE INCREASE IN THE LIMITS UNDER SECTION 186 OF THE COMPANIES ACT, 2013: To consider and if thought fit, to pass the following resolution as a Special Resolution: “RESOLVED THAT in supersession of the earlier special resolution dated September 28, 2018 passed in this regard and pursuant to the provisions of Section 186 and other applicable provisions, if any, of the Companies Act, 2013, read with the Rules made thereunder, applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), and any other laws as may be applicable to the Company (including any statutory modification(s), amendment(s), or re-enactments thereof for the time being in force), and the applicable provisions of the Articles of Association of the Company, the consent of the Members be and is hereby accorded to increase the existing limit from ₹ 500 Crores (Rupees Five Hundred Crores Only) to ₹ 1,000 Crores (Rupees One Thousand Crores Only) to do the following in one or more tranches: (i) to give loans or inter corporate deposits to any person or other body corporate from time to time; (ii) to give any guarantee or provide any security in connection with a loan to any other body corporate or person; (iii) to acquire by way of subscription, purchase or otherwise, the securities comprising equity shares, convertible or non-convertible preference shares or debentures, etc. of any other body corporate. notwithstanding that the aggregate of the loans and investments so far made and the amount for which guarantees or securities have so far been provided to all persons or bodies corporate along with the investments, loans, guarantees or securities proposed to be made or given or provided by the Company, from time to time, in future, may exceed the limits prescribed under Section 186 of the Act, provided that the aggregate amount shall not exceed ₹ 1,000 Crores (Rupees One Thousand Crores Only). RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred which term shall be deemed to include any duly constituted committee empowered to exercise its powers including powers conferred under this resolution) be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”