onference Call Transcript

ORDINARY BUSINESS

S. Upendra Kamath (DIN: 02648119), as an Additional

1. To receive, consider and adopt the Audited Standalone Director in the capacity of Non-Executive and

Financial Statements of the Company for the financial Independent Director of the Company with effect from year ended 31 March, 2024, together with the Reports 10 May, 2024 and who holds office up to the date of of the Board of Directors and the Auditors thereon. this Annual General Meeting and who meets the criteria for Independence under Section 149(6) of the Act &

2. To receive, consider and adopt the Audited Consolidated

Rules made thereunder & Regulation 16(1)(b) of the

Financial Statements of the Company for the financial

LODR Regulation and in respect of whom the Company year ended 31 March, 2024, together with the Report of has received a notice in writing from a member under the Auditors thereon.

Section 160 of the Act, be and is hereby appointed as

3. To declare a dividend on Equity Shares of the Company a Non-Executive Independent Director of the Company for the Financial Year 2023-24. for a period of 5 (Five) years commencing from 10 May,

4. To appoint a Director in place of Mrs Sharda R. Bubna 2024 to 9 May, 2029, and he shall not be liable to retire

(DIN:00136760), who retires by rotation and being by rotation. eligible, offers herself for re-appointment and in this RESOLVED FURTHER THAT the Board of Directors regard, to consider and if thought fit, to pass with or and the Company Secretary of the Company, be and is without modification(s), the following resolution as an hereby authorised to do all such deeds, acts, matters

Ordinary Resolution

and things necessary to give effect to the above resolution including signing and filing the necessary

“RESOLVED THAT Mrs Sharda R. Bubna forms, agreements with the Registrar of Companies,

(DIN:00136760), who retires by rotation from the Board

Mumbai in order to give effect of the above resolution.” of Directors pursuant to the provisions of Section 152 of the Companies Act, 2013 and Articles of Association 6. Appointment of Mr Vinod Kumar Kathuria (DIN: of the Company and being eligible offers herself for 06662559) as a Non-Executive Independent Director of re-appointment, be and is hereby re-appointed as the the Company

Director of the Company.” To consider and if thought fit, pass, with or without modification(s), the following resolution as Special

SPECIAL BUSINESS

Resolution:

5. Appointment of Mr H. S. Upendra Kamath (DIN: “RESOLVED THAT pursuant to the provisions of Section

02648119) as a Non-Executive Independent Director of 149, 150, 152 & other applicable provisions, if any, of the Company the Companies Act, 2013 (the Act) & the Rules made

To consider and if thought fit, pass, with or without thereunder read with schedule IV of the said Act & modification(s), the following resolution as Special Regulation 17 of the SEBI (Listing Obligations and

Resolution

Disclosures Requirements) Regulation, 2015 (LODR

Regulations) (including any statutory modification(s)

“RESOLVED THAT pursuant to the provisions of Section or re-enactment(s) thereof for the time being in force

149, 150, 152 & other applicable provisions, if any, of and the provisions of the Articles of Association of the Companies Act, 2013 (the Act) & the Rules made the Company and on the recommendation of the thereunder read with schedule IV of the said Act &

Nomination & Remuneration Committee & Audit

Regulation 17 of the SEBI (Listing Obligations and

Committee, the Board of Directors had appointed

Disclosures Requirements) Regulation, 2015 (LODR

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NOTICE (CONTD.)

Mr Vinod Kumar Kathuria (DIN: 06662559), as an or re-enactment(s) thereof for the time being in force

Additional Director in the capacity of Non-Executive and and the provisions of the Articles of Association of

Independent Director of the Company with effect from the Company and on the recommendation of the

10 May, 2024 and who holds office up to the date of Nomination & Remuneration Committee & Audit this Annual General Meeting and who meets the criteria Committee, the Board of Directors had appointed Mr for Independence under Section 149(6) of the Act & Shalin S. Divatia (DIN: 00749517), as an Additional

Rules made thereunder & Regulation 16(1)(b) of the Director in the capacity of Non-Executive and

LODR Regulation and in respect of whom the Company Independent Director of the Company with effect from has received a notice in writing from a member under 10 May, 2024 and who holds office up to the date of

Section 160 of the Act, be and is hereby appointed as this Annual General Meeting and who meets the criteria a Non-Executive Independent Director of the Company for Independence under Section 149(6) of the Act & for a period of 5 (Five) years commencing from 10 May, Rules made thereunder & Regulation 16(1)(b) of the

2024 to 9 May, 2029, and he shall not be liable to retire LODR Regulation and in respect of whom the Company by rotation. has received a notice in writing from a member under

RESOLVED FURTHER THAT the Board of Directors Section 160 of the Act, be and is hereby appointed as and the Company Secretary of the Company, be and is a Non-Executive Independent Director of the Company hereby authorised to do all such deeds, acts, matters for a period of 5 (Five) years commencing from 10 May, and things necessary to give effect to the above 2024 to 9 May, 2029, and he shall not be liable to retire resolution including signing and filing the necessary by rotation. forms, agreements with the Registrar of Companies, RESOLVED FURTHER THAT the Board of Directors

Mumbai in order to give effect of the above resolution.” and the Company Secretary of the Company, be and is

7. Appointment of Mr Shalin S. Divatia (DIN: 00749517) as hereby authorised to do all such deeds, acts, matters a Non-Executive Independent Director of the Company and things necessary to give effect to the above resolution including signing and filing the necessary

To consider and if thought fit, pass, with or without forms, agreements with the Registrar of Companies, modification(s), the following resolution as Special

Mumbai in order to give effect of the above resolution.”

Resolution

“RESOLVED THAT pursuant to the provisions of Section

149, 150, 152 & other applicable provisions, if any, of BY ORDER OF BOARD OF DIRECTORS the Companies Act, 2013 (the Act) & the Rules made thereunder read with schedule IV of the said Act & Sd/-

Regulation 17 of the SEBI (Listing Obligations and JETKIN GUDHKA

Disclosures Requirements) Regulation, 2015 (LODR Date : 10 May, 2024 COMPANY SECRETARY

Regulations) (including any statutory modification(s) Place : Mumbai Membership No. A26487

NOTES 15 January, 2021, 13 May, 2022 & 5 January, 2023

1. In view of the continuing Covid-19 pandemic, the (collectively referred to as “SEBI Circulars”) permitted

Ministry of Corporate Affairs (“MCA”) has vide its circular convening the Annual General Meeting (“AGM”) dated 5 May, 2020 read with circulars dated 8 April, through VC / OAVM, without the physical presence

2020, 13 April, 2020, 13 January, 2021, 8 December, of the Members at a common venue. In accordance

2021, 14 December, 2021, 5 May, 2022, 28 December, with the MCA Circulars, provisions of the Companies

2022 & 25 September, 2023 (collectively referred to as Act, 2013 (“Act”) and the SEBI (Listing Obligations and

“MCA Circulars”) and Securities and Exchange Board Disclosure Requirements) Regulations, 2015 (“SEBI of India (“SEBI”) vide its circular dated 12 May, 2020, Listing Regulations”) and the SEBI circulars, the AGM

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NOTICE (CONTD.) of the Company is being held through VC / OAVM. The [email protected] / [email protected] deemed venue for AGM shall be the registered office of respectively. the Company.

7. The relevant details, pursuant to Regulations 26(4) and

2. The Explanatory Statement pursuant to Section 36(3) of the SEBI Listing Regulations and Secretarial

102 of the Act setting out material facts concerning Standard on General Meetings issued by the Institute the business under Item Nos. 5 to 7 of the Notice is of Company Secretaries of India, in respect of Director annexed hereto. The Board of Directors has considered seeking re-appointment at this AGM is annexed to this and decided to include item Nos. 5 to 7 as given above,

Notice. as Special Business in the forthcoming AGM.

8. The Company has fixed Friday, 2 August, 2024 as the

3. The Members can join the AGM in the VC / OAVM

“Record Date” for determining entitlement of members mode 15 minutes before and after the scheduled time to dividend for the financial year ended 31 March, 2024, of the commencement of the Meeting by following if approved at the AGM. The Register of Members and the procedure mentioned in the Notice. The facility the Share Transfer Books of the Company will remain of participation at the AGM through VC / OAVM will closed on Saturday, 3 August, 2024. be made available to at least 1,000 Shareholders on

9. Members holding shares in dematerialised form are first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more requested to intimate immediately any change in

Shareholding), Promoters, Institutional Investors, their address or bank mandates to their Depository

Directors, Key Management Personnel, Auditors, etc, Participants with whom they are maintaining demat who are allowed to attend the AGM without restriction accounts. Members holding shares in physical form on account of first come first basis. are requested to advise any change in their address or bank mandates immediately to RTA / Company at their

4. Members attending the meeting through VC / OAVM shall be counted for the purpose of reckoning the email addressed given above. quorum under Section 103 of the Act. 10. Members seeking any information with regard to the

5. Pursuant to the provisions of Section 105 of the financial statements are requested to write to the

Companies Act, 2013 and Rules made there under, Company at least ten (10) days before the AGM to a Member entitled to attend and vote at the AGM is enable the management to keep the information ready entitled to appoint a proxy to attend and vote on his/ at the Meeting. her behalf and the proxy need not be a Member of the

11. In case of joint holders attending the AGM, the Members

Company. Since this AGM is being held through VC / whose name appears as the first holder in the order of

OAVM, physical attendance of Members has been names as per the Register of Members of the Company dispensed with. Accordingly, the facility for appointment will be entitled to vote provided the votes are not already of proxies by the Members will not be available for this cast by remote e-voting by the first holder.

AGM and hence the Proxy Form, Attendance Slip and

12. The Notice of AGM and Annual Report is being sent in route map of the AGM are not annexed to this Notice. electronic mode to Members whose e-mail address

6. Institutional / Corporate Shareholders (i.e. other than is registered with the Company or the DP. Members individuals / HUF, NRI, etc.) intending to attend the AGM

(Physical / Demat) who have not registered their through their authorised representatives are requested e-mail addresses with the Company can get the same to send a scanned copy of its Board or governing registered by requesting our RTA at e-mail addresses body Resolution/Authorisation etc., authorising its given above. Physical copy of the Notice of the AGM representative to attend the AGM through VC / OAVM along with Annual Report for the financial year 2023- on its behalf and to vote through remote e-voting.

24 shall be sent to those Members who request for the

The said Resolution/Authorisation shall be sent to the Company at [email protected] and / same. The AGM Notice is also disseminated on the or to KFin Technologies Private Limited (“RTA”) at website of our RTA.

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NOTICE (CONTD.)

13. Notice of AGM along with Annual Report is being sent Act, 2020 and amendments thereof. The shareholders only through electronic mode to those members whose are requested to update their PAN with the Company / email addresses are registered with the Company/ KFintech (in case of shares held in physical mode) and

Depositories. Members may note that the Notice and depositories (in case of shares held in demat mode).

Annual Report will also be available on the Company’s 18. A Resident individual shareholder with PAN and who website www.shardacropchem.com, website of stock is not liable to pay income tax can submit a yearly exchanges i.e BSE Limited at www.bseindia.com and declaration in Form No.15G/15H, to avail the benefit

National Stock Exchange of India Limited at www. of non-deduction of tax at source by email to einward. nseindia.com. [email protected] by 11.59 p.m. IST on 2 August, 2024.

14. Electronic copy of the ‘Register of Directors and Key Members are requested to note that in case their PAN is

Managerial Personnel and their Shareholding’, ‘Register not registered, the tax will be deducted at a higher rate of Contracts and Arrangements’ and ‘Register of of 20%.

Members’ maintained as per the Companies Act, 2013 19. Non-resident shareholders can avail beneficial rates shall be accessible to the members. under tax treaty between India and their country of

15. If the dividend, as recommended by the Board of residence, subject to providing necessary documents

Directors, is approved at the AGM, payment of such i.e. No Permanent establishment and Beneficial dividend, subject to deduction of tax at source, will be Ownership Declaration, Tax Residency Certificate Form made within Thirty (30) days from the AGM date to all 10F, any other document which may be required to avail the shareholders holding shares as on the record date. the tax treaty benefits by sending an email to einward. [email protected]. The aforesaid declarations and

During the year, the Company paid a final dividend of

` 3.00 per share on the paid-up equity shares of the documents need to be submitted by the shareholders by 11.59 p.m. IST on 2 August, 2024.

Company for the Financial Year ended 31 March, 2023 which was approved at the Annual General Meeting of 20. Regulation 40 of Listing Regulations, as amended, the Company held on 8 August, 2023. mandates that transfer, transmission and transposition of securities of listed companies held in physical form

16. Members are requested to note that, dividends if not shall be effected only in demat mode. Further, SEBI, vide encashed for a period of 7 years from the date of its Circular dated 25 January, 2022, has clarified that transfer to Unpaid Dividend Account of the Company, listed companies, with immediate effect, shall issue are liable to be transferred to the Investor Education the securities only in demat mode while processing and Protection Fund (IEPF). Further, all the shares in investor service requests pertaining to issuance of respect of which dividend has remained unclaimed for duplicate shares, exchange of shares, endorsement,

7 consecutive years or more from the date of transfer sub-division/ consolidation of share certificates, etc. In to unpaid dividend account shall also be transferred to view of this, as also to eliminate all risks associated with

IEPF Authority. In view of this, Members are requested physical shares and for ease of portfolio management, to claim their dividends from the Company, within the

Members holding shares in physical form are requested stipulated timeline. to consider converting their holdings to demat mode.

The details of the unclaimed dividend & shares

21. The Company has made special arrangements with RTA transferred to IEPF during 2023-24 have been provided for registration of e-mail addresses of those Members in the report on Corporate Governance which forms who wish to receive Notice and cast vote electronically. part of this Annual Report.

Members may directly register their e-mail address

17. Pursuant to Finance Act 2020, dividend income will be and mobile number through https://ris.kfintech.com/ taxable in the hands of the Members w.e.f. 1 April, 2020 clientservices/mobilereg/mobileemailreg.aspx for and the Company is required to deduct tax at source receiving soft copy of Notice and Annual Report along from dividend paid to Members at the prescribed with e-voting user ID and password. In case of any rates. For the prescribed rates for various categories, query, Members may contact Mr Raghunath Veedha on the shareholders are requested to refer to the Finance

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NOTICE (CONTD.)

(040) 6716 1606 or write mail at emeetings@kfintech. by mentioning the name, demat account number/ com. folio number, email id, mobile number. Please note that, Members questions will be answered only,

22. Instructions for attending AGM through VC/OAVM: the shareholder continues to hold the shares as i. Members will be provided with a facility to attend of cut-off date benpos. Members may post their the AGM through VC/OAVM platform provided by queries from 9:00 AM (IST) on Monday, 5 August,

M/s KFin Technologies Private Limited. Members

2024 till 5:00 PM (IST) on Thursday, 8 August, may access the same at https://emeetings.

2024. kfintech.com by using their e-voting login vi. Members who need technical assistance before credentials. Members are requested to follow the or during the AGM, can contact Kfintech at procedure given below.

18003454001 (toll free) or contact Mr Raghunath a. Launch internet browser (chrome / firefox /

Veedha on (040) 6716 1606 or write at emeetings@ safari) by typing the URL http://emeetings. kfintech.com. kfintech.com. vii. In case of decision to allow the Q&A session b. Enter the login credentials (i.e. user id and in the Meeting, Members may log into https:// password for e-voting). emeetings.kfintech.com/ and click on “Speaker c. After logging in, click on “Video Conference” Registration” by mentioning the demat account option. number/folio number, city, email id, mobile d. Then click on camera icon appearing against number and submit. The speaker registration

AGM event of the Company, to attend the shall commerce from 9:00 AM (IST) on Monday, meeting. 5 August, 2024 till 5:00 PM (IST) on Thursday, 8 ii. Members who do not have the user id and August, 2024. password for e-Voting or have forgotten the user id 23. Instructions for e-voting during AGM: and password may retrieve the same by following i. The e-Voting “Thumb sign” on the left hand the remote e-Voting instructions mentioned in the corner of the video screen shall be activated upon notice. instructions of the chairman during the AGM iii. Members may join the AGM through Laptops, proceedings. Shareholders shall click on the same

Smartphones, Tablets or iPads for better to take them to the “instapoll” page. experience. Further, Members will be required ii. Members need to click on the “Instapoll” icon to use internet with a good speed to avoid any to reach the resolution page and follow the disturbance during the AGM. Members will need instructions to vote on the resolutions. the latest version of Chrome, Safari, Internet iii. Only those shareholders, who are present in the

Explorer 11, MS Edge or Mozilla Firefox.

AGM and have not casted their vote through iv. Participants Connecting from Mobile Devices or remote e-Voting and are otherwise not barred

Tablets or through Laptop connecting via Mobile from doing so, shall be eligible to vote through

Hotspot may experience Audio/Video loss due e-Voting system available during the AGM. to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or 24. Instructions for remote e-Voting:

LAN Connection to mitigate any kind of aforesaid i. Pursuant to the provisions of Section 108 of glitches. the Companies Act, 2013 and Rule 20 of the v. Shareholders who would like to express their Companies (Management and Administration) views/ask questions during the Meeting may Rules, 2014, as amended by the Companies log into https://emeetings.kfintech.com/ and (Management and Administration) Amendment click on “Post your Questions” may post their Rules, 2015 and -Regulation 44 of the SEBI queries/views/questions in the window provided (Listing Obligations and Disclosure Requirements)

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NOTICE (CONTD.)

Regulations, 2015 and SEBI circular No. SEBI/HO/ on Thursday, 8 August, 2024 (5:00 pm). During

CFD/CMD/CIR/P/2020/242 dated 9 December, this period, Shareholders of the Company, holding

2020, the Members are provided with the facility to shares either in physical form or in dematerialised exercise their right to vote at the AGM by electronic form, as on the cut-off date of Friday, 2 August, means and the business may be transacted 2024, may cast their vote by remote e-voting. The through e-voting Services. The facility of casting remote e-voting module shall be disabled by RTA the votes by the members using an electronic for voting thereafter. Once the vote on a resolution voting system from a place other than the venue is cast by the Shareholder, the Shareholder shall not be allowed to change it subsequently. of the AGM [“remote e-voting”] will be provided by our RTA. iv. The voting rights of Members shall be in proportion to their shares of the paid up equity share capital ii. The Board of Directors of the Company have of the Company as on the cut-off date i.e. Friday, appointed Mr Alpesh Panchal from M/s. KJB &

2 August, 2024.

Co LLP Practicing Company Secretaries, Mumbai as Scrutiniser to scrutinise e-voting process v. Subject to receipt of requisite number of votes, the in a fair and transparent manner and he has resolution(s) shall be deemed to be passed on the date of the AGM. communicated his willingness to be appointed and will be available for the same. The Scrutiniser, vi. Information and instructions for remote e-voting after scrutinising the votes, will, not later than by individual shareholders holding shares in two (2) working days from the conclusion of the demat mode:

AGM, make a consolidated scrutiniser’s report

As per the circular of SEBI on e-voting facility and submit the same to the Chairman. The results provided by Listed Companies dated 9 December, declared alongwith the consolidated scrutiniser’s

2020, all individual shareholders holding shares report shall be placed on the website of the of the Company in demat mode can cast their

Company www.shardacropchem.com and on the vote, by way of a single login credential, through website of RTA https://evoting.kfintech.com. The their demat accounts / websites of Depositories results shall simultaneously be communicated to / Depository Participants. The procedure to login the Stock Exchanges. and access remote e-voting, as devised by the iii. The remote e-voting period commences on Depositories / Depository Participants, is given

Monday, 5 August, 2024 (9:00 am) and ends below:

Procedure to login through websites of Depositories

follow the following procedure

CDSL may follow the following procedure:

i. Click on URL

https://eservices.nsdl.com. i. Click on URL: https://web.cdslindia.com/ ii. Click on the “Beneficial Owner” icon under ‘IDeAS’ myeasitoken/Home/Login section. or iii. Enter your User ID and Password for accessing IDeAS, www.cdslindia.com and click on New System iv. O n successful authentication, you will enter your IDeAS Myeasi service login. ii. Enter your User ID and Password for accessing Easi v. Click on “Access to e-Voting” under Value Added / Easiest.

Services on the panel available on the left hand side. iii. Click on Company name or e-voting service provider vi. Click on “Active e-voting Cycles” option under and you will be re-directed to KfinTech website for e-voting. casting the vote during the remote e-voting period. vii. Click on Company name or e-voting service provider and you will be re-directed to KfinTech website for casting the vote during the remote e-voting period.

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NOTICE (CONTD.)

Procedure to login through websites of Depositories

the following procedure

may follow the following procedure: i. To register, click on URL: https:eservices.nsdl.com. i. To register, click on URL https://web.cdslindia. com/myeasitoken/Registration/EasiRegistration ii. Select “Register Online for IDeAS”. ii. Proceed to complete registration using your DP ID, iii. Proceed to complete registration using your DP ID, Client

Client ID, Mobile Number, etc.

ID, Mobile Number, etc. iii. After successful registration, please follow steps iv. After successful registration, please follow steps given given under Sr. No. 1 above to cast your vote. under Sr. No. 1 above to cast your vote.

3. Users may directly access the e-voting module of NSDL 3. Users may directly access the e-voting module of

as per the following procedure

CDSL as per the following procedure;

i. Click on URL

https://www.evoting.nsdl.com/ i. Click on URL: www.cdslindia.com ii. Click on the button “Login” available under “Shareholder ii. Provide demat account number and PAN.

/ Member” section. iii. System will authenticate user by sending OTP on iii. Enter your User ID (i.e. 16-digit demat account number registered mobile & email as recorded in the demat held with NSDL), login type, Password / OTP and account.

Verification code as shown on the screen. iv. On successful authentication, you will enter the iv. On successful authentication, you will enter the e-voting e-voting module of CSDL. module of NSDL. v. Click on Company name or e-voting service provider v. Click on “Active E-voting Cycles / VC or OAVMs” option and you will be re-directed to KfinTech website for under e-voting. casting the vote during the remote e-voting period. vi. Click on Company name or e-voting service provider and you will be re-directed to KfinTech website for casting the vote during the remote e-voting period.

Procedure to login through their demat accounts / website of Depository Participant

Individual shareholders holding shares of the Company in Demat mode can access e-Voting facility provided by the Company using login credentials of their demat accounts (online accounts) through their demat accounts / websites of Depository

Participants registered with NSDL/CDSL. An option for “e-Voting” will be available once they have successfully logged-in through their respective logins. Click on the option “e-Voting” and they will be redirected to e-Voting modules of NSDL/CDSL

(as may be applicable). Click on the e-Voting link available against the name of Company or select e-Voting service provider

“KFinTech” and you will be re-directed to the e-Voting page of KFinTech to cast your vote without any further authentication.

Members who are unable to retrieve User ID / Password are advised to use “Forgot User ID” / “Forgot Password” options available on the websites of Depositories / Depository Participants.

Contact details in case of technical issue on NSDL website Contact details in case of technical issue on CSDL website

Members facing any technical issue in login can contact NSDL Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or call at helpdesk by sending a request at helpdesk.evoting@cdslindia.

toll free no.

1800 1020 990 and 1800 22 44 30 com or contact at 022- 23058738 or 22-23058542-43.

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NOTICE (CONTD.) vii. Information and Instructions for remote e-voting It is strongly recommended not to share by shareholders other than individuals holding your password with any other person and shares in demat mode and all other shareholders take utmost care to keep your password

holding shares in physical mode

confidential. a. Initial password is provided in the body of the f. You need to login again with the new email. credentials. b. Launch internet browser and type the URL: g. On successful login, the system will prompt https://evoting.kfintech.com in the address you to select the EVENT number of the bar. Company. c. Enter the login credentials i.e. User ID and h. On the voting page, the number of shares password mentioned in your email. Your (which represents the number of votes) held

Folio No./DP ID Client ID will be your User ID. by you as on the cut-off date will appear. If

However, if you are already registered with you desire to cast all the votes assenting/

RTA for e-voting, you can use your existing dissenting to the resolution, enter all shares

User ID and password fo0r casting your and click ‘FOR’/‘AGAINST’ as the case votes. may be or partially in ‘FOR’ and partially in

User ID

For Members holding shares in ‘AGAINST’, but the total number in ‘FOR’

Demat Form:- and/or ‘AGAINST’ taken together should not exceed your total shareholding as on the

For NSDL

8 character DP ID followed by 8 cut-off date. You may also choose the option digits Client ID.

‘ABSTAIN’ and the shares held will not be

For CDSL

16 digits beneficiary ID. counted under either head.

User ID

For members holding shares in i. Members holding multiple folios/demat

Physical Form

accounts shall choose the voting process

Event Number followed by Folio No. separately for each folio/demat account. registered with the Company. j. Cast your votes by selecting an appropriate

Password

Your unique password is sent option and click on ‘SUBMIT’. A confirmation via e-mail forwarded through the electronic box will be displayed. Click ‘OK’ to confirm, notice. else ‘CANCEL’ to modify. Once you confirm,

Captcha

Please enter the verification code you will not be allowed to modify your vote i.e. the alphabets and numbers in the exact subsequently. During the voting period, way as they are displayed for security you can login multiple times till you have reasons. confirmed that you have voted on the resolution d. After entering the details appropriately, click on LOGIN. k. Once the vote on a resolution is cast by a

Member, the Member shall not be allowed e. You will reach the password change menu to change it subsequently or cast the vote wherein you are required to mandatorily again. change your password. The new password shall comprise of minimum 8 characters l. Any person who becomes a member of the with at least one upper case (A-Z), one lower Company after dispatch of the Notice of the case (a-z), one numeric value (0-9) and a AGM and holding shares as on the cut-off special character (@,#,$,etc.). The system date i.e. Friday, 2 August, 2024 may obtain will prompt you to change your password the user ID and password in the manner as and update your contact details like mobile mentioned below: number, e-mail address, etc. on first login.

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NOTICE (CONTD.) a. If the mobile number of the member d. A member may send an e-mail request is registered against Folio No./DP ID to [email protected].

Client ID, the member may send SMS: e. If the member is already registered with

MYEPWD <space> E-Voting Event KFinTech’s e-voting platform then he

Number+Folio No. or DP ID Client ID to / she can use his / her existing User

9212993399. ID and password for casting the vote

Example for NSDL

through remote e-voting.

MYEPWD <SPACE> IN12345612345678 m. In case of any query on e-voting, Members

Example for CDSL

may refer to the “Help” and “FAQs” sections

/ e-voting user manual available through a

MYEPWD <SPACE> 1402345612345678 dropdown menu in the “Downloads” section

Example for Physical

of KFinTech website for e-voting

https://

MYEPWD <SPACE> XXXX1234567 evoting.kfintech.com or contact KFinTech b. If e-mail address or mobile number of as per the details given above. the member is registered against Folio

No. or DP ID Client ID, then on the home

Date

10 May, 2024 COMPANY SECRETARY c. A member may call KFinTech’s toll free

Place

Mumbai Membership No. A26487 number 1-800-3454-001

Mr Shalin S. Divatia

rotation.

I. Consent in writing to act as Director of the Company.

Except Mr Divatia, no other Director or KMP and / or their

II. Intimation in Form DIR-8 in terms of the Appointment relatives are in any way concerned or interested, financially

Rules to the effect that he is not disqualified to act as or otherwise, in the Resolution set forth in Item No. 7 of the

Director. Notice. Mr Divatia do not hold any shares in the Company.

III. A declaration to the effect that he meets the criteria of The Board recommends the special resolution as set out in independence as per the Act & LODR Regulations. Item no. 7 of this notice for the approval of members.

IV. Declaration that he has not been debarred from holding office of a director by virtue of any order passed by SEBI

Date

10 May, 2024 COMPANY SECRETARY discharge his duties as an Independent Director of the

Place

Mumbai Membership No. A26487

Company.

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Report

2023-24

NOTICE (CONTD.)