Alldigi Tech Limited — Proxy Solicitation & Information Statement 2023

Feb 2, 2023

==> picture [74 x 67] intentionally omitted <==

February 2, 2023

Listing Department, Listing Department, BSE Ltd., National Stock Exchange of India Limited, Phiroze Jeejeebhoy Towers, “Exchange Plaza”, Dalal Street, Bandra-Kurla Complex, Bandra (East), Mumbai-400 001 Mumbai-400 051 Scrip Code: 532633 Symbol: ALLSEC

Dear Sir/Madam,

Sub: Postal Ballot Notice

Further to the intimation dated January 6, 2023, regarding the appointment of Mr. Kamal Pal Hoda, as a Director on the Board of Allsec Technologies Limited (the “Company”), we hereby enclose a copy of the postal ballot notice dated January 24, 2023 (“Postal Ballot Notice”).

In compliance with the General Circular No. 14/2020 dated April 8, 2020, the General Circular No. 17/2020 dated April 13, 2020, the General Circular No. 22/2020 dated June 15, 2020, the General Circular No. 33/2020 dated September 28, 2020 and the General Circular No. 39/2020 dated December 31, 2020, General Circular No. 20/2021 dated December 08, 2021 03/2022 dated May 05, 2022 and 11/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs (“MCA Circulars”), this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories as on the cut-off date, i.e., Friday, January 27, 2023.

The Company has engaged Kfin Technologies Limited (“Kfin”) for the purpose of providing remote e- voting facility. The remote e-voting period commences on Tuesday, February 07, 2023, 9.00 AM (IST) and ends on Wednesday, March 8, 2023, 5.00 PM (IST). The results of the postal ballot will be announced on or before Friday, March 10, 2023.

This Postal Ballot Notice will also be made available on the Company’s website www.allsectech.com.

This is in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Request you to take the same on record.

Thank you,

Yours faithfully,

For Allsec Technologies Limited

SRIPIRIYA Digitally signed by SRIPIRIYADARSHINI DARSHINI Date: 2023.02.02 17:19:26 +05'30'

Sripiriyadarshini Company Secretary

---

ALLSEC TECHNOLOGIES LTD.

Regd. Office : 46-C, Velachery Main Road, Velachery, Chennai – 600 042. Tel.: +91.44.4299 7070 web: www.allsectech.com

Corporate Identity Number : L72300TN1998PLC041033, Email : contactus@allsectech.com

==> picture [176 x 40] intentionally omitted <==

ALLSEC TECHNOLOGIES LIMITED CIN: L72300TN1998PLC041033 Registered Office: 46C, Velachery Main Road, Velachery, Chennai-600042 Website: www.allsectech.com, e-mail: investorcontact@allsectech.com Tel: 044 4299 7070

POSTAL BALLOT NOTICE

Dear Member(s),

Notice is hereby given pursuant to and in compliance with the provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) , Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“ Rules ”) (including any statutory modification or re-enactment thereof for the time being in force, and as amended from time to time), read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, . 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 20/2021 dated December 08, 2021, 03/2022 dated May 05, 2022 and 11/2022 dated December 28, 2022 and subsequent circulars issued by the Ministry of Corporate Affairs ((hereinafter collectively referred to as (“ MCA Circulars ”), and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) , and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (‘SS-2’), each as amended, for seeking the consent of the members, to pass the proposed resolutions appended below by way of ordinary resolution, as the case may be, respectively by the members of the Company through Postal Ballot only by voting through electronic means ( “remote e-voting” ). Communication of assent or dissent of the Members would take place only through the remote e-voting system.

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories as on the cut-off date, i.e., Friday, January 27, 2023 . If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice. Shareholders are requested to read the instructions in the Notes under the section “ Voting Instructions ” in this Postal Ballot Notice to cast their vote electronically.

An explanatory statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, pertaining to the resolutions setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice.

The Company has appointed Mr. A. Mohan Kumar (FCS 4347) Proprietor, M/s. Mohan Kumar & Associates, Practicing Company Secretaries, Chennai as Scrutinizer for conducting the postal ballot and e-voting in a fair and transparent manner.

The remote e-voting period commences from 9.00 a.m. (IST) on Tuesday, February 7, 2023 and ends at 5.00 p.m. (IST) on Wednesday, March 8, 2023. The e-voting module will be disabled/blocked after business hours i.e. at 5.00 PM on Wednesday, March 8, 2023 for voting by the Members. Shareholders are requested to cast their vote through the remote e-voting process not later than 5.00 P.M. on March 8, 2023 to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the shareholder. Once the vote on a resolution is cast by a shareholder, it cannot be changed subsequently.

The Scrutinizer will submit the report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced on or before Friday, March 10, 2023.

The results, together with the Scrutinizer’s report, will be displayed at the registered office and on the website of the Company i.e., www.allsectech.com besides being communicated to BSE Limited and the National Stock Exchange of India Limited on which the shares of the Company are listed. The resolutions, if approved, shall be deemed to have been duly passed on the last date of e-voting i.e., Wednesday, March 8, 2023 and will become effective on and from the date mentioned herein.

The resolutions for the purpose as stated herein below is proposed to be passed by Postal Ballot:

SPECIAL BUSINESS:

Item No. 1- To appoint Mr. Kamal Pal Hoda (DIN: 09808793) as a Director of the Company:

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, including any statutory modification(s) or reenactment thereof for the time being in force and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Kamal Pal Hoda (DIN: 09808793), who was appointed as an Additional Director of the Company in terms of Section 161(1) of the Companies Act, 2013 (“ Act ”) with effect from January 6, 2023 on the Board of the Company, who is eligible for appointment and has consented to act as a Director of the Company, be and is hereby appointed as a Director of the Company, designated as a Non-Executive Non Independent Director of the Company, liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors or any Committee thereof be and are hereby authorized to take such steps, as may be required, for obtaining necessary approvals, if any, and to settle all matters arising out of and incidental thereto and to settle any question, difficulty, doubt that may arise in respect of the matter aforesaid and further do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to the said resolution.”

By Order of the Board of Directors For Allsec Technologies Limited

Sd/-

Sripiriyadarshini Company Secretary & Compliance Officer

Place: Chennai Date: January 24, 2023

Notes:

1. The explanatory statement pursuant to Section 102 of the Companies Act (the “Act” ) read with Section 110 of the Act setting out the material facts pertaining to Ordinary Resolution is annexed hereto and forms part of this Postal Ballot Notice.

2. This Postal Ballot Notice containing instructions is being sent by e-mail to all the Members of the Company whose names appear on the Register of Members/list of Beneficial Owners as received from the National Securities Depository Limited ( “NSDL” ) / Central Depository Services (India) Limited ( “CDSL” , together with NSDL, the “Depositories” ) and is available with the Company as on Friday, January 27, 2023 (the “ Eligible Members ”).

3. The notice is also available on the website of the Company www.allsectech.com , KFin Technologies Pvt. Ltd https://evoting.kfintech.com and on the website of BSE at www.bseindia.com and NSE at www.nseindia.com .

4. Members whose name appearing on the Register of Members / List of Beneficial Owners as on the Cut-off date i.e., Friday, January 27, 2023 shall be eligible for remote e-voting.

5. The results of the postal ballot will be displayed on the website of KFin at https://evoting.kfintech.com/. The Company will also display the results of the postal ballot at its registered office and Corporate Office.

6. A member shall note that once the vote on a resolution(s) has been cast by the member by the remote e-voting process, they shall not be allowed to change it subsequently or cast a vote again.

7. A person who is not a Member on the cut-off date should only treat this Notice for information purposes.

8. As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars, the details pertaining to this Postal Ballot will be published in one English national daily newspaper circulating throughout India (in the English language) and one regional daily newspaper widely circulating in Chennai (in vernacular language, i.e. Tamil).

9. Remote e-voting will commence from Tuesday, February 7, 2023 (9.00 A.M. IST) to Wednesday, March 8, 2023 (5.00 P.M. IST) . During this period, a person whose name is recorded in the register of members or the register of beneficial owners maintained by the Depositories, as on the cut-off date, shall only be entitled to cast their vote on the resolutions mentioned in this notice. The remote e-voting will not be allowed beyond the aforesaid date and time, and the e- voting module shall be disabled thereafter by KFin for remote e-voting.

10. Name, Designation, Address, E-mail ID and Phone Number of the person responsible for addressing grievances connected with e-voting:

Name: Mr. Ganesh Chandra Patro Designation: Manager Address: KFin Technologies Limited, Selenium, Tower- B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad, Telangana - 500 032. Email id: einward.ris@kfintech.com Phone No.: 1800 309 4001

11. Instructions for Members for e-voting are as under:

• In accordance with the provisions of Sections 108 and 110 of the Act, read with the Rules, and the MCA Circulars, the stated item of business shall be transacted through the electronic voting system only, and the Company is providing a facility for voting by electronic means (e-voting) to its Members eligible to vote.

• (i) E-voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.

• (ii) Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.

• (iii) The remote e-Voting facility will be available during the following period:

Commencement of e-voting: Tuesday, February 07, 2023 09:00 Hours IST End of e-voting: Wednesday, March 8, 2023 17:00 Hours IST

• (iv) The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date.

• (v) Any person holding shares in physical form as of the cut-off date, may obtain the login ID and password by sending a request at evoting@Kfintech.com. However, if he / she is already registered with Kfin for remote e-Voting then he /she can use his / her existing User ID and password for casting the vote.

• (vi) In case of Individual Shareholders holding securities in demat mode as on the cut-off date may follow steps mentioned below under “Login method for remote e-Voting” (Step 1) .

• (vii) In case of Individual Shareholders holding securities in physical mode as of the cut-off date may follow steps mentioned below under “Login method for remote e-Voting” (Step 2) .

• (viii) The details of the process and manner for remote e-Voting are explained herein below:

• Step 1: Access to Depositories e-Voting system in case of individual shareholders holding shares in demat mode.

• Step 2: Access to KFIN Tech e-Voting system in case of shareholders holding shares in physical and non-individual shareholders in demat mode.

Details on Step 1 are mentioned below:

• Login method for remote e Voting for Individual shareholders holding securities in demat mode.

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL	A. Instructions for existing Internet-based Demat Account Statement (“IDeAS”) facility Users: i) Visit the e-services website of NSDL https://eservices.nsdl.comeither on a personal computer or on a mobile. ii) On the e-services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. Thereafter enter the existing user id and password. iii) After successful authentication, members will be able to see e-voting services under ‘Value Added Services’. Please click on “Access to e-voting” under e-voting services, after which the e-voting page will be displayed. iv) Click on company name, i.e. ‘ALLSEC TECHNOLOGIES LIMITED, or e-voting service provider, i.e. KFin. v) Members will be re-directed to KFin’s website for casting their vote during the remote e-voting period and voting during the Meeting. B. Instructions for those Members who are not registered under IDeAS: i) Visit https://eservices.nsdl.comfor registering. ii) Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. iii) Visit the e-voting website of NSDL https://www.evoting.nsdl.com/. iv) Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section. A new screen will open. v) Members will have to enter their User ID (i.e. the sixteen digit demat account number held with NSDL), password / OTP and a Verification Code as shown on the screen. vi) After successful authentication, members will be redirected to NSDL Depository site wherein they can see e-voting page. vii) Click on company name, i.e. ALLSEC TECHNOLOGIES LIMITED, or e-voting service provider name, i.e. KFin, after which the member will be redirected to e-voting service provider website for casting their vote during the remote e-voting period and voting during the Meeting. viii) Members can also download the NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	A. Instructions for existing users who have opted for Electronic Access To Securities Information (“Easi / Easiest”) facility: i) Visit https://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.com ii) Click on New System MyEasi. iii) Login to MyEasi option under quick login. iv) Login with the registered user ID and password. v) Members will be able to view the e-votingMenu.

vi) The Menu will have links of KFin e-voting portal and will be redirected to the e- voting page of KFin to cast their vote without any further authentication. B. Instructions for users who have not registered for Easi / Easiest i) Visit https://web.cdslindia.com/myeasi/Registration/EasiRegistrationfor registering. ii) Proceed to complete registration using the DP ID, Client ID (BO ID), etc. iii) After successful registration, please follow the steps given in point no.1 above to cast your vote. C. Alternatively, instructions for directly accessing the e-voting website of CDSL i) Visit www.cdslindia.com ii) Provide demat Account Number and PAN iii) System will authenticate user by sending OTP on registered mobile and email as recorded in the demat Account. iv) After successful authentication, please enter the e-voting module of CDSL. Click on the e-voting link available against the name of the Company, viz., ‘ALLSEC TECHNOLOGIES LIMITED’ or select KFin. Members will be re-directed to the e-voting page of KFin to cast their vote without any further authentication.

Individual Shareholder login through their demat accounts / Website of Depository Participant

A. Instructions for login through Demat Account / website of Depository Participant i) Members can also login using the login credentials of their demat account through their DP registered with the Depositories for e-voting facility. ii) Once logged-in, members will be able to view e-voting option. iii) Upon clicking on e-voting option, members will be redirected to the NSDL / CDSL website after successful authentication, wherein they will be able to view the e-voting feature. iv) Click on options available against ALLSEC TECHNOLOGIES LIMITED or KFin. Members will be redirected to e-voting website of KFin for casting their vote during the remote e-voting period without anyfurther authentication.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.

Below are the Helpdesk details for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL:

Login type	Helpdesk details
Securities held with NSDL	Please contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll free no.:022 - 4886 7000and022 - 2499 7000
Securities held with CDSL	Please contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at022- 23058738or022-23058542-43

Details on Step 2 are mentioned below:

Login method for e-Voting for shareholders other than Individual’s shareholders holding securities in demat mode and shareholders holding securities in physical mode.

• (A) Members whose email IDs are registered with the Company/ Depository Participant(s) , will receive an email from KFin which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:

• i. Launch internet browser by typing the URL: https://evoting.kfintech.com/

• ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) i.e., 7155 followed by the folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFin for e-voting, you can use your existing User ID and password for casting the vote.

• iii. After entering these details appropriately, click on “LOGIN”.

• iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

• v. You need to login again with the new credentials.

• vi. On successful login, the system will prompt you to select the “EVEN” i.e., 7155 and click on “Submit”

• vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

• viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.

• ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.

• x. You may then cast your vote by selecting an appropriate option and click on “Submit”.

• xi. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).

• xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorizing its representative to cast its vote through remote e-voting, together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email ID needamohan@gmail.com with a copy marked to evoting@kfintech.com. The scanned image of the above-mentioned documents should be in the naming format “Corporate Name Even No.”

• (B) Members whose email IDs are not registered with the Company/Depository Participants(s), and consequently the Notice and e-voting instructions cannot be serviced, will have to follow the following process:

On account of threat posed by COVID-19 Pandemic and in terms of the MCA Circulars, the Company will send Postal Ballot Notice in electronic form only and hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business reply envelope will not be sent to the shareholders for this Postal Ballot. Accordingly, the communication of the assent or dissent of the members would take place through the remote e-voting system only. Therefore, those shareholders who have not yet

registered their email address are requested to get their email addresses registered by following the procedure given below: Procedure for Electronic folios:

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

1. Select the company name

2. Shareholder to enter DPID-CLID / Folio No. and PAN No.

3. Shareholder to enter the e-mail id and mobile no.

4. System check the authenticity of the client id and PAN and send the different One-time Passwords (OTPs) to mobile no. and e-mail id to validate.

5. Shareholder to enter the OTPs received by SMS and e-mail id to complete the validation process (OTPs will be valid for 5 minutes only).

6. System confirms the e-mail id for the limited purpose of services Postal Ballot notice.

7. System will send the notice & procedure for e-voting to the e-mail given by the shareholder.

Procedure for Physical folios:

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

1. Select company name

2. Shareholder to enter physical Folio No and PAN No.

3. If PAN No. is not available in the records, shareholder to enter one of the Certificate No.

4. Shareholder to enter the e-mail id and mobile no.

5. System check the authenticity of the Folio No. and PAN/Certificate No. and send the different OTPs to mobile no. and e-mail id to validate.

6. Shareholder to enter the OTPs received by SMS and e-mail id to complete the validation process. (OTPs will be valid for 5 min. Only).

7. If PAN is not available, the system will prompt to upload the duly signed scan copy of the PAN.

8. System confirms the registration of e-mail id.

9. System will send the notice & procedure for e-voting to the “e-mail id” given by the shareholder.

Post successful registration of the e-mail, the shareholder would get a soft copy of the notice and the procedure for e-voting along with the User ID and the Password to enable e-voting for this Postal Ballot. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e- voting User Manual for shareholders available at the download section of https://evoting.kfintech.com. In case of any queries / concern / grievances, you may contact Mr. Ganesh Chandra Patro, KFin, Selenium, Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad-500032, India, at email: einward.ris@kfintech.com; 1-800-3094-001 (toll free)

It is however clarified that for permanent registration of e-mail address, the shareholders are requested to register their e-mail address, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company’s Registrar and Share Transfer Agent, KFin Technologies Limited, Selenium, Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad, Telangana - 500 032, India by following due procedure.

Those shareholders who have already registered their e-mail address are requested to keep their e-mail addresses validated with their Depository Participants/the Company’s Registrar and Share Transfer Agent, KFin Technologies Limited, to enable servicing of notices/documents / Annual Reports electronically to their e-mail address.

Annexure 1:

Additional information of Directors to be re-appointed / appointed as per Listing Regulations, Companies Act, 2013 and SS-2

Name of Director	Mr. Kamal Pal Hoda
Age	40years
Date of First Appointment	January6,2023
Qualifications	Chartered Accountant having extensive experience in Core Business Finance with reputed Indian listed companies.
Experience and Expertise in specific functional areas	Mr. Kamal is a Chartered Accountant having extensive experience in Core Business Finance with reputed Indian listed companies. He has held strategic positions with conglomerates leading large finance teams and also played a pivotal role in the implementation of various Finance ERPs and digital initiatives in his work experience. He was the Chief Financial Officer for Hindustan Zinc (a Vedanta Group Company)’s Mining Business. He takes pride in being recognized as “TOP 250 GREAT MANAGERS” across India by People Business consulting and has won many accolades for Leadership excellence. Presently,he is GroupCFO ofQuess CorpLimited.
Directorship and Membership of Committees of the Board held in other listed companies along with listed entities from which the person has resigned in the past three years	Nil
Directorships held in other public limited companies	Nil
Relationship with other Directors and KeyManagerial Personnel	Nil
Number of shares held as on January 24, 2023	Nil
Terms and conditions of appointment	The terms and conditions of appointment shall be governed by the resolution as set out in the notice of thispostal ballot.