Allied Digital Services Limited — Proxy Solicitation & Information Statement 2019

Apr 1, 2019

Date :- 015' April, 2019

To, To, Listing Department The Corporate Relationship Department, National Stock Exchange of india Limited 355 Limited Exchange Plaza, C-1, Block-G, PJ. Towers, Dalal Street, Bandra-Kurla Complex, Bandra (E), Mumbai — 400 001 Mumbai- 400 051 Scrip Code - ADSL Scrip Code —

532875

• Dear Sir/Madam,

Sub: Regulation 30(6) of the _SE_Bl (Listing Obligations and Disclosure Requirements) Regulations, 2015 -Postal Ballot Notice and Postal Ballot Form.

In continuation to our announcement made on 22"d March, 2019 in regards to the reappointment of Dr. Shrikant Parikh, Prof. Venugopal lyengar and Ms. Shubhada Jahagirdar, as Independent Directors of the Company for a second consecutive term for the period of five years, commencing from 01.04.2019 to 31.03.2024, please find enclosed herewith, the Postal Ballot Notice and Postal Ballot Form for your information and records.

Vou are requested to take note of the same.

Thanking You,

Yours faithfully, For Allied Digital

CS N a Sunil Basia, Company Secretary Membership No.: M3254

Encl: As above.

'. Registered Office: Allied Digitll Sen'ices Limited. Premises No. 13A. l3lh Floor. Fomesl House. Back Bay Reclamation NCPA Road. Block "L Nanman PDIHL Mumbai 7 400 021.

ALLIED DIGITAL SERVICES LIMITED

(CIN: L72200MH1995PLCO85488) Premises No.13A. 13th Floor. Earnest House. NCPA Road. Block ill. Nariman Point Mumbai — 400 021; Tel: +91 22 6681 6400 Fax: +91 22 2282 2030 Website: www.aiiieddigitai.net; Email ID: investors@aiiieddigitai.net/ cs@aiiieddigitai.net

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act. 2013)

Dear Member(s).

Notice is hereby given that pursuant to Section 110 of the Companies Act. 2013 ('the Act') read with Rule 22 of the Companies (Management and Administration) Rules. 2014. the resolutions appended herein below is proposed to be passed by way of Postal Ballot for the purpose of:

• 0 Re—appointment of Dr. Shrikant Navnitlal Parikh (DIN: 01735830) as an independent Director of the Company;
• 0 Re—appointment of Prof. Venugopal Ramaswami lyengar (DIN: 02591297) as an independent Director of the Company;
• 0 Re—appointment of Ms. Shubhada Keshav Jahagirdar (DIN: 00895950) as an independent Director of the Company.

The Company proposes to seek the consent of the shareholders for the aforesaid proposals through Special Resolutions as specified herein below by voting through Postal Ballot or through remote e—Voting as the case may be. pursuant to the provisions of Section 110 of the Companies Act. 2013 read with Companies (Management and Administration) Rules. 2014 and relevant Regulation of Securities and Exchange Board of india (Listing Obligations and Disclosure Requirements) Regulations. 2015 for passing the resolutions as set out in this Notice.

An Explanatory Statement providing brief description of the matter and explaining the reasons for passing of the said resolutions is annexed hereto. Accordingly. draft of the proposed resolutions together with the Explanatory Statement setting out the material facts and reasons for the resolutions is being sent to shareholders along with the Postal Ballot Form for shareholders' consideration. The Board of the Company has appointed Mr. Himanshu S. Kamdar. Partner of M/s. Rathi & Associates. Practicing Company Secretaries. Mumbai as the Scrutinizer for conducting the Postal Ballot and remote e—Voting process in a fair and transparent manner. Shareholders are requested to read the instructions printed in the Postal Ballot Notice and Form carefully and return the said Postal Ballot Form (no other form or photocopy thereof is permitted) duly completed. in the attached self addressed postage prepaid envelope so as to reach the Scrutinizer on or before 05:00 pm. on Tuesday. 30th April. 2019.

E-voting option:

The Company is pleased to offer remote e—Voting facility as an alternate for its Shareholders to exercise their vote on resolutions proposed to be passed by way of Postal Ballot which will enable the shareholders to cast their votes electronically. if so desire. Remote e—voting is optional. Please carefully read and follow the instructions on remote e—Voting printed in this notice. The Scrutinizer. after completion of scrutiny of the votes received through physical Ballot Forms and electronic mode. will submit his report to the Managing Director and/or Company Secretary of the Company. The results of the said voting will be declared in accordance with the provisions of Section 110 of the Act read with Rule 22 of the Companies (Management and Administration) Rules. 2014 on Thursday. 02nd May. 2019 at the Registered Office of the Company. The results of Postal Ballot will be displayed on the Company's website i.e. www.aiiieddigitai.net and will be communicated to the Stock Exchanges i.e. National Stock Exchange of india Limited (NSE) and BSE Limited (BSE). where the Equity Shares of the Company are listed.

Draft Resolutions to be passed by way of Postal Ballot:

1. To consider and if thought fit. to pass. with or without modification(s). the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149. 152 and other applicable provisions of the Companies Act. 2013. the Companies (Appointment & Qualification of Directors) Rules. 2014. read with Schedule iv to the said Act. applicable provisions of the SEBi (Listing Obligations and Disclosure Requirements) Regulations. 2015 and the Articles of Association of the Company, as amended from time to time, and as per the recommendation of the Nomination and Remuneration Committee ("NR" Committee), Dr. Shril<ant Navnitlal Paril<h (DIN: 01735830), who meets the criteria prescribed for independent Directors under Section 149(6) of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, be and is hereby re—appointed as an independent Director of the Company, not liable to retire by rotation, to hold office for a second consecutive term of five years, commencing from 01.04.2019 up to 31.03.2024.

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorized to all such acts and deeds as may be necessary or incidental in this regard to give effect to the aforesaid resolution including filing of all the necessary e—Forms with the office of the Registrar of Companies, l/lumbai."

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

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013, the Companies (Appointment & Qualification of Directors) Rules, 2014, read with Schedule iv to the said Act, applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, as amended from time to time, and as per the recommendation of the Nomination and Remuneration Committee ("NR" Committee), Prof. Venugopal Ramaswami lyengar (DlN: 02591297), who meets the criteria prescribed for Independent Directors under Section 149(6) of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, be and is hereby re—appointed as an independent Director of the Company, not liable to retire by rotation, to hold office as such for a second consecutive term of five years, commencing from 01.04.2019 up to 31.03.2024.

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorized to all such acts and deeds as may be necessary or incidental in this regard to give effect to the aforesaid resolution including filing of all the necessary e—Forms with the office of the Registrar of Companies, l/lumbai."

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

"RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions of the Companies Act, 2013, the Companies (Appointment & Oualification of Directors) Rules, 2014, read with Schedule iv to the said Act, applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, as amended from time to time, and as per the recommendation of the Nomination and Remuneration Committee ("NR" Committee), l/ls. Shubhada Keshav Jahagirdar (DlN: 00895950), who meets the criteria prescribed for Independent Directors under Section 149(6) of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, be and is hereby re—appointed as an independent Director of the Company, not liable to retire by rotation, to hold office as such for a second consecutive term of five years, commencing from 01.04.2019 up to 31.03.2024.

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby authorized to all such acts and deeds as may be necessary or incidental in this regard to give effect to the aforesaid resolution including filing of all the necessary e—Forms with the office of the Registrar of Companies, l/lumbai."

By Order of the Board of Directors of Allied Digital Services Limited

Neha Sunil Bagla Company Secretary Membership No: 43254

CIN: L72200l/|H1995PLC085488 Registered Office: Premises No.13A,13th Floor, Earnest House, NCPA Road, Block lll, Nariman Point l/lumbai — 400 021 Tel No.: 022 6681 6400 Fax No.: 022 2282 2030 Website: www.allieddigital.net Email Id: investors@allieddigital.net/cs@allieddigital.net

Place : l/lumbai Date : 22nd March, 2019

NOTES

• 1 . Voting Period will commence from 09:00 am. on Monday, 01St April, 2019 and will end at 05:00 pm. on Tuesday, 30""April, 2019. Voting shall not be allowed beyond the said date and time.
• An Explanatory Statement for the proposed resolutions mentioned above pursuant to Section 102 of the Companies Act, 2013 read with relevant Rules setting out material facts is annexed hereto.
• Relevant documents / agreements / contracts specifying the nature of contract, principle terms and conditions and indicative value of contracts in respect of the proposed related party transactions referred to in the accompanying Notice and the Statement is open for inspection by the Members at the Registered Office of the Company on all working days, during business hours up to the last day of the Postal Ballot.
• The Notice is being sent to all the Shareholders by speed post/registered post/courier service (and also electronically by email to those Snarenolders who have registered their email—id with the Company/ Depositories), whose names appear in the Register of l/lembers/Record of Depositories as on Tuesday, 26th March, 2019.
• Snarenolders, whose names appear in the Register of l/lembers/Record of Depositories as on Tuesday, 26th March, 2019 will be eligible for voting. Person who is not a Member as on the said record date should treat this notice for information purpose only.
• Resolutions passed by the shareholders tnrougn Postal Ballot are deemed to have been passed as if the same has been passed in the General Meeting of the Shareholders of the Company.
• The Board of Directors vide Circular resolution No. 02/2018—19 passed on 22nd March, 2019, has appointed l/lr. Himansnu S. Kamdar, Partner of l/|/s. Ratni & Associates, Practicing Company Secretaries, l/lumbai as the Scrutinizer to conduct the Postal Ballot process in a fair and transparent manner. The Postal Ballot Form and the Self—addressed postage prepaid envelope are enclosed for use by the shareholders.
• Snarenolders have option either to vote tnrougn remote e—Voting process or through the Postal Ballot Form. Snarenolders who have received the Postal Ballot Notice by e—mail but wish to vote tnrougn Postal Ballot Form can download Postal Ballot Notice and Postal Ballot Form from the Company's website i.e. www.allieddigital.net or seek duplicate Postal Ballot Notice and Postal Ballot Form from Link lntime India Private Limited, C 101, 247 Park, L.B.S l/larg, Viknroli West, Mumbai — 400 083, fill the requisite details and send the same to the Scrutinizer at Link lntime India Private Limited, l/lr. Himansnu S. Kamdar (Scrutinizer), Unit— Allied Digital Services Limited, C 101, 247 Park, L.B.S l/larg, Viknroli West, Mumbai — 400 083.
• Snarenolders are requested to carefully read the instructions printed in the Postal Ballot Notice and Form and send duly completed Form with the Assent (For) and/or Dissent (Against) in the attached postage prepaid envelope so as to reach the Scrutinizer on or before 05:00 pm. on Tuesday, 30th April, 2019, being the last date for receipt of Postal Ballot Form by the Scrutinizer, providing sufficient time for postal transit.
• 1. The result of the Postal Ballot will be announced on Thursday, 02nd May, 2019 at the Registered Office of the Company and will also be informed to the Stock Exchanges i.e. National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) and will be posted on the Company's website i.e. www.allieddigital.net.
• 1. Snarenolders who are holding shares in electronic form are requested to notify any correction/cnange in their name/ address including Pin Code immediately to the Depository Participant and Snarenolders who hold shares in physical form are requested to notify any change in their particulars like change in address, bank particulars etc., to the Company's Registrars viz., Link lntime lndia Private Limited situated at C 101, 247 Park, L.B.S l/larg, Viknroli West, Mumbai — 400 083. In the event of non—availability of Shareholders' latest address either in Company's record or in Depository Participant's records, Snarenolders are likely to miss notices and other valuable correspondences sent by the Company.
• 1. Snarenolders are requested to kindly mention tneir Folio Number/ Client ID Number (in case of Demat shares) in all their correspondence with the Company's Registrar in order to obtain reply to their queries promptly.
• 1. A l/lember(s) can opt for only one mode of voting i.e. either by remote e—Voting or through ballot. In case you are opting to vote by remote e—Voting, then please do not cast your vote by ballot and vice—versa. In case a l/lember(s) cast his/ner/ their vote both by remote e—Voting and a ballot, tne vote(s) cast tnrougn remote e—Voting shall prevail and the vote(s) cast tnrougn ballot form shall be considered invalid.

INSTRUCTIONS FOR VOTING

Voting in Physical form:

• 1 . Member desiring to exercise vote by Postal Ballot may complete the Postal Ballot Form (no other form or photocopy thereof is permitted) and send it to the Scrutinizer in the attached self—addressed envelope. The self—addressed envelope bears the address of the Scrutinizer. Postage will be borne and paid by the Company. However, the envelope containing the Postal Ballot Form, if sent by courier at the expense of the member, will also be accepted.
• Duly completed Postal Ballot Form should reach not later than 05:00 pm. on Tuesday, 30th April, 2019. All Postal Ballot Forms received thereafter will be strictly treated as if the reply from the member has not been received.
• Assent and/or dissent to the proposed resolutions may be recorded by placing a (/) tick mark in the appropriate column or by writing number of Shares accorded for in the appropriate column(s).
• This form is to be completed and signed by the member (as per signature registered with the Company). In case of joint holding, this form should be completed and signed by the first—named member and in his/her absence, by the next named member. There will be only one Postal Ballot Form for every folio irrespective of the number of joint—holder(s).
• In case the form is signed by the Power of Attorney holder for and on behalf of the Member, it must be accompanied by a certified copy of the Power of Attorney. If such Power of Attorney is already registered with the Company, the Power of Attorney holder should quote the registration number beneath his/her signature. In case of shares held by Companies, Financial Institutions, Foreign Portfolio Investors, Foreign Institutional Investor, Trusts, Societies, etc., the duly completed Postal Ballot Form should be accompanied by a certified copy of the Board Besolution/ Authority Letter.
• Unsigned and/or incomplete Postal Ballot Forms in any manner shall be rejected.
• Shareholders are requested not to send any other paper along with the Postal Ballot Form in the enclosed self—addressed envelope since all such envelopes will be sent to the Scrutinizer and any extraneous paper found in such envelope would be destroyed by the Scrutinizer.
• The attached self—addressed envelope is only for the limited purpose of this Postal Ballot process and the same should not be used by the Shareholders for sending any other correspondence to the Company.

Voting in Electronic Form (Remote E-voting):

In compliance with the provisions of Section 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide its Members facility to exercise their right to vote on resolutions proposed to be considered through Postal Ballot by electronic means and the business may be transacted through e—Voting Services. The facility of casting the votes by the Members using an electronic voting system from a place other than through physical Postal Ballot Form ('remote e—Voting') will be provided by Central Depository Services Limited ('CDSL'). It is hereby clarified that it is not mandatory for a member to vote using remote e—Voting facility. A Member may avail of the facility at his/her/its discretion, as per the instructions provided.

The process/manner for availing e—voting facility and the instructions for shareholders voting electronically are as under:

For Members whose e—mail addresses are registered with the Company/Depositories:

• The shareholders should log on to the e—Voting website i.e. www.evotingindia.com.

• ii. Click on Shareholders.

• iii. Now Enter your User ID:

  • a) For CDSL: 16 digits beneficiary ID,
  • b) For NSDL: 8 Character DP lD followed by 8 Digits Client ID,
  • c) l/lembers holding shares in Physical Form should enter Folio Number registered with the Company.

• iv. Next enter the Image Verification as displayed and Click on Login.

• V. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

• vi. If you are a first time user follow the steps given below:

	For Members noldingshares in Demat Form and PhysicalForm
PAN	Income Tax DepartmentEnter your10 digit alpna—numeric PAN issued by(in Capital) (Applicablefor both demat shareholders as well as physicalsnarenolders)
	Members whotheir PANwith the Company/Depository0have not updatedParticipant arerequested to use the first two letters of their name and the 8 digitsof the sequencenumber inthe PAN field.
	In case the folio number is less than 8 digitsenter the applicablenumber of 0's before the0number after the first two characters of the Name in CAPITAL letter. Eg.If your name is RamesnKumar witn folio number 100 then enter RAOOOOOIOO in the PAN field.
Dividend BankDetails OR Date	Enter the Dividend Bank Details or Date of Birth (indd/mm/yyyy format) as recorded in your0demat account or in the companyrecords in order to login.
of Birth (DOB)	If both the details are not recorded with the depositoryplease enter the member id0or company/folio number in the Dividend Bank details field as mentioned in instruction (iii).

• vii. After entering these details appropriately, click on "SUBMIT" tab.

• viii. IVIembers nolding shares in physical form will then directly reach the Company selection screen. However, members nolding shares in demat form will now reacn 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e—voting tnrougn CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• For Members nolding shares in physical form, the details can be used only for e—voting on the resolutions contained in this Notice.

• Click on the EVSN for the 'Allied Digital Services Limited'.

• xi. On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• xii. Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

• xiii. After selecting the resolution you have decided to vote on, click on "SUBMIT".A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

• xiv. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

• XV. You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.

• xvi. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• xvii. Snarenolders can also cast their vote using CDSL's mobile app m—Voting available for android based mobiles. Tne m—Voting app can be downloaded from Google Play Store, Apple and Windows phone. Please follow the instructions as prompted by the mobile app wnile voting on your mobile.

• xviii . Note for Non — Individual Shareholders and Custodians

  • 0 Non—Individual snarenolders (i.e. other than Individuals, HUE, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesl<.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login should be mailed to helpdesl<.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the Scrutinizer to verify the same.

• In case you have any queries or issues regarding e—Voting, you may refer the Frequently Asked Questions ("FAQs") and e—voting manual available at www.evotingindia.com, under help section or write an email to helpdesl<.evoting@cdslindia.com.

By Order of the Board of Directors of Allied Digital Services Limited

Neha Sunil Bagla Company Secretary Membership No: 43254

CIN: L72200MH1995PLC085488 Registered Office: Premises No.13A,13th Floor, Earnest House, NCPA Boad, Blocl< lll, Nariman Point l/lumbai — 400 021 Tel No.: 022 6681 6400 Fax No.: 022 2282 2030 Website: www.allieddigital.net Email Id: investors@allieddigital.net/cs@allieddigital.net

Place : l/lumbai Date : 22nd March, 2019

EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102(1) OF THE COMPANIES ACT, 2013 ANNEXED TO AND FORMING PART OF POSTAL BALLOT NOTICE

Item Nos. 1, 2 and 3:

Dr. Shril<ant Navnitlal Parikh, Prof. Venugopal Ramaswami lyengar and Ms. Shubhada Keshav Jahagirdar were appointed as Independent Directors of the Company, pursuant to the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the erstwhile Listing Agreement entered with the Stock Exchanges, for the period of five years from 01.04.2014 to 31.03.2019. Dr. Shril<ant Navnitlal Parikh, Prof. Venugopal Ramaswami lyengar and Ms. Shubhada Keshav Jahagirdar, Non—Executive, independent Directors of the Company, have given declaration to the Board that they meet the criteria of independence as provided under section 149(6) of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). In the opinion of the Board, each of these Directors fulfill the conditions specified in the Companies Act, 2013 and the Rules framed thereunder and Listing Regulations for appointment as Independent Director and they are independent of the management. Accordingly, based on the performance evaluation of the Independent Directors, the Nomination & Remuneration Committee through Circular Resolution passed on Monday, 18th March, 2019, recommended the re—appointment of the aforesaid Independent Directors and the Board of Directors of the Company through Circular Resolution passed on 22nd, March, 2019, have approved and recommended the re—appointment of the aforesaid Independent Directors, for a second consecutive term for a period of five years. Brief resume, the nature of their expertise in specific functional areas, names of Companies in which they hold Directorships, Committee memberships/chairmanships, their shareholding etc., are separately annexed hereto. The terms and conditions of appointment of the above Directors shall be open for inspection for the Members at the Registered Office of the Company during normal business hours on any working day during 10:00 am. to 02:00 pm, excluding Saturday.

The Board of Directors recommends the Special Resolutions set out in item nos. 1, 2 and 3 for your approval, other than Dr. Shril<ant Navnitlal Parikh, Prof. Venugopal Ramaswami lyengar and Ms. Shubhada Keshav Jahagirdar or their relatives to the extent of their respective shareholding interest in the Company, if any, none of the Directors, Key l/lanagerial Personnel of the Company or their relatives are considered to be interested in the resolutions. Your approval is sought by voting through Postal Ballot or through remote e—Voting as the case may be, pursuant to the provisions of Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 for passing the Special Resolution nos. 1, 2 and 3 of the Notice.

By Order of the Board of Directors of Allied Digital Services Limited

Neha Sunil Bagla Company Secretary Membership No: 43254

CIN: L722OOIVIH1995PLC085488 Registered Office: Premises No.13A,13th Eloor, Earnest House, NCPA Road, Block lll, Nariman Point l/lumbai — 400 021 Tel No.: 022 6681 6400 Fax No.: 022 2282 2030 Website: www.allieddigital.net Email Id: investors@allieddigital.net/cs@allieddigital.net

Place : l/lumbai Date : 22nd March, 2019

DETAILS OF DIRECTORS SEEKING FIE-APPOINTMENT

The Statement of disclosures pursuant to Secretarial Standard—2 on General Meetings and Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, is as under:

Name of the Director	Shrikant Navnitlal Parikh(Independent Director)	Venugopal Ramaswami Iyengar(Independent Director)	Shubhada Keshav Jahagirdar(Independent Director)
Director Identification	01735830	02591297	00895950
Number (DIN)
Date of Birth	25/02/1955	21/07/1955	07/04/1954
Date of Appointment(Original)	23/05/2005	28/04/2009	01/10/2014
Qualification(s)	-Bachelors DegreeEngineering;-Doctorate DegreeScience;-Masters in Computer Scienceand Engineering;-Certified Project ManagementProfessional;	in Electrical -Masters degreein Science;-CertifiedGovernanceinin Computer Enterprise IT;-Certified;-Information Security Manager;-Certified Information System Auditor(CISA);-CertifiedInformationSystemSecurity Professional;-Associate Certified Fraud Examiner;-CertifiedRiskandInformationinSystem Control (CRISC);-Certified International Assessor forCOBIT5;	-Bachelorof Arts, Psychology(Hon.);of -Bachelor of Law (LLB);-Masters in Social Work (MSW) infamily and child welfare (TISS);-Diploma in Business and MarketingManagement;-TrainerinEntrepreneurshipDevelopment, EDII, Ahmedabad;
Expefience(specific functional area)	ShrikantParikhhasmoreDr.than25ofyearsExperienceindustrialinHisITIndustryresearch has resulted in holdingInternationalof33Patentsinhis name. He has also serveda consultant& advisor toasintechnologyCompaniesUSAandIndiahisprovidingguidance on all issues relatingto corporate management. He isalso an adjunct professor in topBusiness School.	Prof. Venugopal Iyengar has morethan 30 years of experience in thefield of IT. He was awarded as theMost Valuable Professionals (MVP)award in the year 2006 from MicrosoftCorporation, USA for his contributionto the global security community. Hereceived"Pillar of Hindustanialsoawardthe2008inSociety"yearChamberfrom the Trans-AsianofCommerce and Industries and IndoMongolian Chamber of Commercecontributionforthehisinglobalarea of IT governance, IS Audit andInformation Security.	Ms. Shubhada Jahagirdarhas morethan 45 years of experience in whichShe has been working academicallyprofessionally to facilitate theandwelfarecommunities.ofShehasbeenandacademicallyworkingprofessionally to facilitate the welfareof communities. She is also Foundertrustee of Golden Energizers (NGO)registered in 2010 for empoweringSenior Citizens for powerful living &facilitating of various NGO's qualityof service and creatingplatform forNGO's working for senior citizen'sfield for Networking.
Directorship in othercompanies	A3 Remote MonitoringTechnologies Pvt. Ltd.	Allied-Ecop Surveillance Pvt. Ltd.	Nil
Membership of thecommittees of othercompanies [includes Auditand Shareholders] InvestorsGrievance Committee]	Nil	Nil	Nil
No. of Shares] optionsheld inthe Company	Nil	Nil	Nil
lnter-se relationshipbetweenDirectors and other KeyManagerial Personnel	NA	NA	NA
Terms and conditionsof appointmentorreappointment	NA	NA	NA
Details of remunerationsought to be paid	NA	NA	NA
Remuneration last drawn	NA	NA	NA
Number of Meetingsof theBoard attended duringtheEV. (2018-19)	5/5	4/5	5/5

ALLIED DIGITAL SERVICES LIMITED (CIN: L72200MH1995PL0085488)

Premises No.13A. 13th Floor. Earnest House. NCPA Road. Block III. Nariman Point Mumbai — 400 021;

Tel: +91 22 6681 6400 Fax: +91 22 2282 2030

Website: wwwallieddigitalnet;

Email ID: investors@allieddigital.net/ cs@allieddigital.net

POSTAL BALLOT FORM

(Please read the instructions printed on the overleaf carefully before completing this form)

Sr. No. :

1.	address of the sole/Name and Registeredfirst named member (INBLOCK LETTERS)
2.	Name(s) of the Joint member (s).If any (INBLOCK LETIERS)
3.	Registered Folio No. /DPID No.* / Client IDNo.*(*Applicable to Investors holdingsharesin dematerialized form)
4.	Number of Shares held

I/We hereby exercise my/our vote in respect of Special Resolutions to be Passed through postal Ballot for the business stated in the Postal Ballot Notice of the Company dated 22"d March. 2019 by conveying my/our assent or dissent to the said resolution by placing the (\l) tick mark at the appropriate box below:

ItemNo.	ofBrief particularsthe Resolution	No. of Shares	IIWe Assent to theresolution (For)	IIWe Ddissent to theresolution (Against)
1.	ResolutionRe—appointment offorSpecialDr. Shrikant Navnitlal Parikh (DIN:01735830)Director of the Company.as an Independent
2.	ResolutionforRe—appointment ofSpecialRamaswami IyengarProf. VenugopalDirector(DIN: 02591297) as an Independentof the Company.
3.	ResolutionforRe—appointment ofSpecialMs. Shubhada Keshav JahagirdarDirector(DIN: 00895950) as an Independentof the Company.

Place: Date:

Signature of Shareholder

ELECTRONIC VOTING PARTICULARS

EVSN(ELECTRONIC VOTING SEQUENCE NO.)	USER ID(16 Digits Demat Account/Folio No.)	PASSWORD/PIN
190325002

Notes :

1. Please read the instructions printed overleaf carefully before exercising your vote.

2. Last date for Receipt of Postal Ballot Form by the Scrutinizer: 05.00 pm. on Tuesday. 30th April. 2019.

INSTRUCTIONS

• l/lember(s) desiring to exercise vote by Postal Ballot may complete this Postal Ballot Form and send it to the Scrutinizer Viz. l/lr. Himanshu S. Kamdar, Partner of l/|/s. Bathi and Associates, Practicing Company Secretaries, Mumbai in the attached postage prepaid self—addressed envelope which shall be properly sealed. However, envelopes containing Postal Ballot Form deposited in person or sent by courier at the expense of the member(s) will also be accepted.
• Self—addressed postage prepaid envelope bears the postal address of the Scrutinizer appointed by the Company. The envelopes containing the Postal Ballot should reach the Scrutinizer not later than 05:00 pm. on Tuesday, 30th April, 2019. Postal ballot form received after the said date and time will be treated as if the reply from such member has not been received and shall not be counted for the purposes of passing of resolution.
• The Postal Ballot Form should be completed and signed by the Member, as per the specimen signature registered with the Company or the Depository Participant. In case of joint holding, this Form should be completed and signed (as per the specimen signature registered with the Company) by the first named Member and in his / her absence, by the next named l/lember. In case Postal Ballot Form is signed through a delegate, a copy of the Power of Attorney shall be annexed with the Postal Ballot Form. There will be one Postal Ballot Form for every folio/client ID irrespective of the number of joint holders.
• In case of shares held by Companies, Foreign Portfolio lnvestors, Foreign institutional investors, Financial institutions, Trust, Societies etc., a duly completed Postal Ballot Form should be accompanied by a certified true copy of the Board Besolution/ Authority Letter together with the specimen signature(s) of the authorised signatory(ies) duly verified.
• Please convey your Assent/Dissent in the Postal Ballot Form by placing a (/) ticl< mark in the appropriate box. The assent/ dissent received in any other form or on a photo copy of the Postal Ballot Form shall be considered invalid.
• The Postal Ballot Form should be completed and signed by the Member. Exercise of vote by Postal Ballot is not permitted through proxy.
• lncomplete, unsigned, incorrect Postal Ballot Form, will be rejected. The Scrutinizers' decision on the validity of the Postal Ballot Form will be final.
• Voting right shall be reckoned on the paid—up number of shares registered in the name of l/lember/ Beneficial Owners as on the cut—off date i.e. 26th March, 2019.
• Members are requested not to send any other paper along with the Postal Ballot Form as all Postal Ballot(s) will be sent to the Scrutinizer and any extraneous paper would be destroyed by the Scrutinizer.
• 1. The results of Postal Ballot will be declared on 02nd May, 2019 and will be placed at the Registered Office of the Company as specified in the notice. The results thereafter will be hosted on website of the Company i.e. www.allieddigital.net and intimated to the Stock Exchanges on which the shares of the Company are listed, i.e. BSE Limited and National Stock Exchange of India Limited.
• 1. A Member may request for a duplicate Postal Ballot Form, if so required. However, the duly filled in duplicate Postal Ballot Form should reach the Scrutinizer not later than the date specified under instruction 2 above.
• 1. Any query in relation to the resolution proposed to be passed by Postal Ballot may be addressed to the Company Secretary at the Registered Office of the Company or by email i.e. cs@allieddigital.net.
• 1. A Member need not use all his votes nor cast all his votes in the same way.
• 1. The Company is pleased to provide E—Voting as an alternative for the Members of the Company to enable them to cast their votes electronically instead of through Physical Postal Ballot. E—voting is optional. In case a member has voted through E—Voting facility, he does not need to send a physical Postal Ballot Form. In case a Member votes through E—Voting facility as well as sends his vote through Postal Ballot, vote casted through e—voting shall only be considered and the voting through physical Postal Ballot shall not be considered by the Scrutinizer. Members are requested to refer to the Postal Ballot Notice and notes thereto, for detailed instructions with respect to e—voting.