Notice of Postal Ballot

Dear Member(s),

Notice is hereby given that the resolutions set out in this Notice is proposed to be passed by the members of HandsOn Global Management (HGM) Limited ("the Company" or "HGM") by means of Postal Ballot, only by way of remote e-voting process (the "e-voting"), pursuant to Section 110 of the Companies Act, 2013 ("the Act"); Rule 20 & 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules") and other applicable provisions of the Act and the Rules; and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( the "Listing Regulations"); Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time) and General Circular No. 03/2025 dated 22/09/2025 issued by the Ministry of Corporate Affairs and SEBI circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024 read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024.

SPECIAL BUSINESS

Appointment of Mrs. Bhavana Sharma (DIN: 11342738) as an Independent Director of the Company

To consider and pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of sections 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 ("the Act"), the Companies (Appointment and Qualifications of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], the Articles of Association of the Company, approvals and recommendation of the Nomination and Remuneration Committee and that of the Board of Directors, Mrs. Bhavana Sharma (DIN: 11342738) who was appointed as an Additional Director ( Category: Non-Executive Independent) of the Company, with effect from 15thOctober 2025 under section 161 of the Act and who qualifies for being appointed as an Independent Director, be appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a 1stterm of 5 (five) consecutive years effective from 15thOctober 2025 to October 14, 2030 (both days inclusive).

"RESOLVED FURTHER THAT the Board be and is hereby authorized to do all acts, deeds, matters and things and take all such steps as may be necessary, proper or expedient, including to delegate all or any of its powers conferred herein to any executives / officers of the Company to do all such acts, deeds, matters and things and also to execute such documents, as may be necessary, to give effect to this Resolution.

1. The Statement pursuant to Section 102 (1) of the Act pertaining to the resolution setting out the material facts and the reasons relating to the resolution stated in this electronic Postal Ballot Notice is annexed hereto.

2. The details under Regulation 36(3) of the Listing Regulations and Clause 1.2.5 of SS-2, in respect of the persons seeking appointment as a Director is furnished as Annexure - A in the Explanatory Statement of this Notice.

3. In terms of the MCA Circulars, the Notice of Postal Ballot along with the instructions regarding e-voting is being sent only by email to all those members, whose email addresses are registered with the Registrar and Share Transfer Agent

   i.e. KFin Technologies Limited ("KFinTech") or with the depository(ies) / depository participants and whose names appear in the register of members/list of beneficial owners as on the cut-off date i.e., November 14, 2025.

4. All the Members of the Company as on the cut-off date shall be entitled to vote electronically. A person who became a member after the cut-off date should consider this Notice for information purpose only.

5. The Postal Ballot Notice will also be available on the website of the Company https://www.hgmlimited.com; website of the KFinTech at https://evoting.kfintech.com and on the websites of National Stock Exchange of India Limited (https://www.nseindia.com) and BSE Limited (https://www.bseindia.com). As per the applicable MCA Circulars, the physical copy of the Notice, Postal Ballot Form and pre-paid business reply envelope are not required to be sent to the members for this Postal Ballot.

6. In compliance with the provisions of Sections 108 and 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, SS-2 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has provided a facility to the Members to exercise their votes electronically through electronic voting system (e-voting) platform. The e-voting service platform will be provided by KFinTech.

7. Accordingly, all members can cast their votes electronically through the e-voting facility provided by the KFinTech. Members are requested to read the instructions in the Notes in this Postal Ballot Notice so as to cast their vote electronically.

8. The e-voting shall commence on November 19, 2025 at 10.00 AM (IST) and will end on December 18, 2025 at 5.00 PM (IST). The e-voting module shall be disabled by KFinTech for voting thereafter. During this period, the Members of the Company holding shares as on the cut-off date, i.e., November 14, 2025, may cast their vote by electronic means. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

9. Mr. Prajot Tungare, a Practicing Company Secretary (Membership No.: F5484), or in his absence Jayesh Parmar (Membership No.: F11745), Partner/s, of M/s. Prajot Tungare & Associates, Practicing Company Secretaries, are been appointed as Scrutinizer for conducting the postal ballot through e-voting process in a fair and transparent manner. Their decision on the validity of the Postal Ballot shall be taken as final.

10. The Scrutinizer will prepare his report after conclusion of the voting period and shall submit the said report to the Chairman of the Company or any official authorized by the Chairman in this regard.

11. The results of the e-voting will be announced not later than December 20, 2025, at the registered office of the Company by placing the same along with the Scrutinizer's report on the Company's website https://www.hgmlimited.com and shall also be placed on the website of KFinTech and shall be filed with the Stock Exchanges. Subject to receipt of requisite number of votes, the Resolution in the Notice shall be deemed to be passed on December 18, 2025 i.e. the last day of the voting period.

12. All the material documents referred to in the explanatory statement will be available for inspection electronically until

    the last date of voting. Any Member seeking to inspect can send an email to ir@hgmlimited.com.

13. Members are requested to register their email addresses, if not yet registered, to enable the Company to provide all communications to the members through email.

14. Members who have not yet registered their email addresses are requested to get their email addresses registered with KFinTech, on a temporary basis, by following the procedure mentioned below:

    1. Visit the link https://ris.kfintech.com/clientservices/postalballot/

    2. Select the Company name i.e., HandsOn Global Management (HGM) Limited (Event No. 9304)

    3. Select the holding type from the drop down i.e. - NSDL/CDSL/Physical.

    4. Enter DP ID - Client ID (in case shares are held in electronic form)/Physical Folio No. (in case shares are held inphysical form) and PAN.

    5. If PAN details are not available in the system, the system will prompt to upload a self-attested copy of the PAN card for updating records.

    6. In case of shares held in physical form where PAN details are not available in the records, please enter any one of theShare Certificate No. in respect of the shares held by you.

    7. Enter the email address and mobile number.

    8. System will validate DP ID - Client ID/Folio No. and PAN or share certificate No., as the case may be, and send OTP at the registered mobile number as well as email address for validation.

    9. Enter the OTPs received by SMS and email to complete the validation process. OTP will be valid for 5 minutes only.

    10. The Notice and e-voting instructions along with the User ID and Password will be sent on the email address updated by the Member.

    11. Please note that in case the shares are held in electronic form, the above facility is only for temporary registration of email address for receipt of the Notice and the e-voting instructions along with the User ID and Password. Such members will have to register their email addresses with their DPs permanently, so that all communications are received by them in electronic form.

    12. In case of queries, members are requested to write to einward.ris@kfintech.com or call at the toll-free number 1-800-309-4001.

15. The Members are requested to follow the instructions for e-voting process as provided in the Notice.

16. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, setting out the material facts and reasons for the proposed aforesaid Special Resolution is annexed hereto.

By Order of the Board of Directors

For HandsOn Global Management (HGM) Limited Sd/-

Bhuvanesh Sharma

Place: Pune

Date: November 14, 2025

EXPLANATORY STATEMENT TO THE NOTICE OF POSTAL BALLOT FOR THE AGENDA

Proposal:

The Board of Directors of the Company, pursuant to the recommendation of the Nomination and Remuneration Committee (NRC), has considered and approved the appointment of Mrs. Bhavana Sharma (DIN: 11342738) as an Additional Director ( Non-Executive Independent) of the Company, with effect from 15th October 2025 under section 161 of the Companies Act, 2013 ("the Act") subject to approval of the Members of the Company, to hold office as an Independent Director, not liable to retire by rotation, for a 1st term of 5 (five) consecutive years commencing from October 15, 2025 to October 14, 2030 (both days inclusive).

Process & Basis of Appointment:

The NRC had identified skills, expertise and competencies required by the Board to fill the position of women independent director of the Company, had selected Mrs. Bhavana Sharma who is independent director and recommended to the Board for her appointment. After considering the qualifications, skillsets, experience, independence, knowledge and her ability to devote sufficient time, the Board put her appointment as an Independent Director before the Shareholders' of the Company.

The Company has received notice under section 160 of the Act for the candidature of Mrs. Bhavana Sharma for the office of Independent Director of the Company.

The Board of Directors recommends the Special Resolution set forth in this Notice for the approval of the Members.

None of the directors, Key Managerial Personnel of HGM and their relatives, except Mrs. Bhavana Sharma, are interested in the aforesaid resolutions, except to the extent of their shareholding, if any, in HGM.

INSTRUCTIONS FOR E-VOTING

I. Access to Depositories e-voting system in case of individual Members holding shares in demat mode