AXISCADES TECHNOLOGIES LIMITED — AGM Information 2022

Sep 9, 2022

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Dated: September 09, 2022

To

Listing Department The Manager National Stock Exchange of India Ltd. Dptt. of Corporate Services Exchange Plaza, C-1, Block G BSE Limited Bandra Kurla Complex, Floor 25 Phiroze Jeejeebhoy Towers Bandra (E), Dalal Street, Fort, Mumbai- 400051 Mumbai – 400 051 BSE Scrip Code : 532395 NSE Symbol: AXISCADES

Dear Sir/Madam,

Ref: Circular NSE/CML/2022/44 dated September 07, 2022 and Circular NSE/CML/2022/39 dated August 02, 2022

Sub .: Submission of Announcement under Regulation 30 of SEBI (LODR) Regulations, 2015 dated September 02, 2022 made by the Company

We refer to the above-mentioned Circulars requiring the listed companies to submit the corporate announcements using Digital Signature Certificate (DSC).

However, based on the clarification from the Stock Exchanges, we hereby again submit the announcement dated September 02, 2022, authenticated using Digital Signature Certificate (DSC). Please note that the said announcement was submitted in machine readable and searchable format.

Kindly take the same on record.

Thanking you,

For AXISCADES Technologies Limited

SONAL Digitally signed by SONAL KISHORE KISHORE DUDANI DUDANI Date: 2022.09.09 16:44:12 +05'30'

Sonal Dudani

Company Secretary & Compliance Officer

AXISCADES Technologies Limited

(formerly AXISCADES Engineering Technologies Limited) CIN No.: L72200KA1990PLC084435

Reg. Office: Block C, Second Floor, Kirloskar Business Park, Bengaluru -560024, Karnataka, INDIA Ph: +91 80 4193 9000 | Fax: +91 80 4193 9099 | Email: info@axiscades.com | www.axiscades.com

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September 02, 2022

Listing Department National Stock Exchange of India Ltd. Exchange Plaza, C-1, Block G Bandra Kurla Complex, Bandra (E), Mumbai- 400051 BSE Scrip Code : 532395

The Manager Dptt. of Corporate Services BSE Limited Floor 25 Phiroze Jeejeebhoy Towers Dalal Street, Fort, Mumbai – 400 051 NSE Symbol: AXISCADES

Dear Sir,

Sub.: Notice of 32[nd] Annual General Meeting (‘AGM’) of the Company for FY 2021-22

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith Notice of the 32[nd] Annual General Meeting of the Company scheduled to be held on Tuesday, 27[th] September 2022 at 11:30 A.M. (IST) through Video Conferencing/ Other Audio Visual Means.

The Notice is also available on the Company's website at www.axiscades.com.

Kindly take the above information on record.

Yours truly,

For AXISCADES Technologies Limited

SONAL Digitally signed by SONAL KISHORE KISHORE DUDANI Date: 2022.09.09 DUDANI 16:44:49 +05'30'

Sonal Dudani

Company Secretary & Compliance Officer

AXISCADES Technologies Limited

(formerly AXISCADES Engineering Technologies Limited)

CIN No.: L72200KA1990PLC084435

Reg. Office: Block C, Second Floor, Kirloskar Business Park, Bengaluru -560024, Karnataka, INDIA Ph: +91 80 4193 9000 | Fax: +91 80 4193 9099 | Email: info@axiscades.com | www.axiscades.com

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AnnuAl REPoRt 2021-22
209
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NOTICE

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE is hereby given that the Thirty Second (32[nd] ) Annual General Meeting (AGM) of the members of AXISCADES Technologies Limited will be held on Tuesday, September 27, 2022 at 11:30 A.M. (IST) by way of Video Conferencing (VC) / Other Audio Visual Means (“OAVM”) to transact the following businesses:

ORDINARY BUSINESS

Item No. 1 Adoption of Audited Financial Statements (Standalone & Consolidated)

To receive, consider and adopt the Audited Financial Statements of the Company for the year ended March 31, 2022, including the audited Balance Sheet as on March 31, 2022, the Statement of Profit and Loss and Cash Flow Statement, for the year ended on that date (including the consolidated financial statements) together with the report of the Board of Directors and Auditors thereon.

Item No. 2 Appointment of Director, Mr. Sudhakar Gande (DIN: 00987566), liable to retire by rotation

To appoint a Director in place of Mr. Sudhakar Gande (DIN: 00987566), who retires by rotation and being eligible, offers himself for re-appointment.

Item No. 3 Appointment of Director, Mr. Harold David Walker (DIN: 08764633), liable to retire by rotation

To appoint a Director in place of Mr. Harold David Walker (DIN: 08764633), who retires by rotation and being eligible, offers himself for re-appointment.

Item No. 4 Appointment of Statutory Auditors of the Company To consider and if thought fit, to pass the following resolution, with or without modification(s), as an Ordinary Resolution:

Non-Executive Independent Director of the Company, whose first term of office (as per the Companies Act, 2013) is completing in the ensuing AGM, being eligible and in respect of whom the Company has received a recommendation from Nomination & Remuneration Committee and Board proposing his candidature for the office of a Director, be and is hereby reappointed as Non-Executive Independent Director of the Company, not subject to retirement by rotation, to hold office with effect from the conclusion of this Annual General Meeting till 34[th] Annual General Meeting.”

Item No. 6 Reappointment of Mr. Dhiraj Mathur (DIN: 08478137) as an Independent Director To consider, and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with Schedule IV to the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), Mr. Dhiraj Mathur (DIN: 08478137), Non-Executive Independent Director of the Company, whose first term of office (as per the Companies Act, 2013) is completing in the ensuing AGM, being eligible and in respect of whom the Company has received a recommendation from Nomination & Remuneration Committee and Board proposing his candidature for the office of a Director, be and is hereby reappointed as Non-Executive Independent Director of the Company, not subject to retirement by rotation, to hold office with effect from the conclusion of this Annual General Meeting till 34[th] Annual General Meeting.”

“ RESOLVED THAT pursuant to Section 139, 142 and all other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactment thereof) and pursuant to the recommendation of the Audit Committee and the Board of Directors of the Company, S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No.101049W/E300004), be and are hereby re-appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting (“AGM”) till the conclusion of the thirty-seventh AGM to be held in the year 2027, at such remuneration, as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.”

SPECIAL BUSINESS:

Item No. 5 Reappointment of Mr. Desh Raj Dogra (DIN: 00226775) as an Independent Director To consider, and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with Schedule IV to the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), Mr. Desh Raj Dogra (DIN: 00226775),

Item No. 7 Approval for increase in the Borrowing limits of the Company

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

“ RESOLVED THAT in supersession of the resolution passed by the shareholders on October 6, 2017 and pursuant to the provisions of Section 180(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013, as amended from time to time, and subject to the approval of such authority, as may be required, the Board of Directors of the Company (Hereinafter referred to as the “Board”, which term shall include any Committee thereof for the time being exercising the powers conferred on the Board by this resolution) be and is hereby authorized and shall be deemed to have always been so authorized to raise and borrow for and on behalf of the Company, any sum or sums of money, from time to time, from such authorities or bodies corporate or banks or financial institutions or any other agency, either domestic or foreign, or the general public, by way obtaining loans, overdraft facilities, lines of credit, commercial papers, debentures, external commercial borrowings (loans/bonds), bridge loans, term loans or any other loans in any other forms, whether secured or unsecured, notwithstanding that the sum or sums so borrowed, together with the moneys already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of the paid-up capital of

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AXISCADES Technologies Limited > Notice

the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, provided that the total amount so borrowed by the Board shall not at any point of time exceed the limit of Rs.500 crores (Rupees Five Hundred Crores Only).”

Item No. 8 Approval for creation of charge on the assets of the Company

To consider and if thought fit, to pass the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Section 180(1)(a) and all other applicable provisions, if any, of the Companies Act, 2013, as amended from time to time, consent of the Company is hereby accorded to the creation by the Board of Directors of the Company (Hereinafter referred to as the “Board”, which term shall include any Committee thereof for the time being exercising the powers conferred on the Board by this resolution) of such mortgages, charges and hypothecations, as may be necessary on such assets of the Company, both present and future, in such a manner as the Board may direct, in favor of such authorities or bodies corporate or banks or financial institutions or any other agency, either domestic or foreign, or the general public, to secure rupee term loans, foreign currency loans, debentures, bonds and other instruments of an outstanding aggregate value not exceeding Rs.500 crores (Rupees Five Hundred Crores) with interest thereon at the agreed rates, further interest, liquidated damages, premium on pre-payment or on redemption, costs, charges, expenses and all other moneys payable by the Company to the Lending Agencies under their respective Agreements/Loan Agreements/Debenture Trust Deeds, in any other form entered into or to be entered into by the Company in respect of the said borrowings.

RESOLVED FURTHER THAT the Board be and is hereby authorized to finalize with the Lending Agencies/Trustees the terms and conditions on which all such monies are to be borrowed from time to time, as to interest, repayment, security or otherwise and to finalize the documents for creating the aforesaid mortgages, charges and/or hypothecation and to accept any modifications to, or to modify, alter or vary, the terms and conditions of the aforesaid documents and to do all such acts, deeds and things to execute all such documents, instruments and writings, as may be required”.

Item No. 9 Approval for Material Related Party TransactionConsultancy agreement between Wholly Owned Subsidiary AXISCADES Inc. & INBIS where Chairman Mr. David Bradley is interested.

To consider and if thought fit, to pass, with or without modifications, the following resolution as Ordinary Resolution

“ RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 read with Rule 15 of Companies (Meeting of the Board and its Powers) Rules, 2014, Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements), 2015 (Listing Regulations) and other applicable provisions, if any of the Listing Regulations, Companies Act, 2013 and Rules made thereunder

including statutory modification(s) or re- enactment thereof for the time being in force and as may be notified from time to time, and Company’s Policy, consent of the members of the Company be and is hereby accorded to the Board of Directors of the Company to allow Mr. David Bradley, Chairman and Director (Non-Executive), to enter into contract(s)/ arrangement(s)/ transaction(s) with AXISCADES Inc. (Wholly Owned Subsidiary) through INBIS Consultants Limited where Mr. David Bradley is interested in the capacity of Director and CEO and holds majority stake on such terms and conditions as the Board of directors deem fit, for a period of one year and at an Annual Fees of USD 120,000.”

Item No. 10 Alteration of Articles of Association of company 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 5, 14 and other applicable provisions, if any, of Companies Act, 2013, read with the applicable Rules and Regulations made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to the necessary registrations, approvals, consents, permissions and sanctions required, if any, from the jurisdictional Registrar of Companies, and any other appropriate authority and subject to such terms, conditions, amendments or modifications as may be required or suggested by any such appropriate authorities, consent of the members of the Company be and is hereby accorded for the following alteration to ARTICLES OF ASSOCIATION.

Under existing set of ARTICLES OF ASSOCIATION, the following shall be omitted: The heading “ XIX THE SEAL ”, as stipulated below

81. (i) The Board shall provide for the safe custody of the seal. (ii) The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a committee of the Board authorised by it in that behalf, and except in the presence of at least two directors and of the secretary or such other person as the Board may appoint for the purpose; and those two directors and the secretary or other person aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence.

By Order of the Board of Directors For AXISCADES Technologies Limited

Sd/Place: Bengaluru Sonal Dudani Date: August 10, 2022 Company Secretary & Compliance Officer

Registered office

Block C, 2[nd] Floor, Kirloskar Business Park, Bengaluru-560024. CIN: L72200KA1990PLC0084435, e-mail: info@axiscades.in

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AnnuAl REPoRt 2021-22

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

In conformity with provisions of Section 102 of the Companies Act, 2013, the following Explanatory Statement sets out all material facts relating to the special businesses mentioned in the accompanying Notice and should be taken as forming part of the Notice.

ITEM 4

The Company in its Annual General Meeting held on August 24, 2017 appointed S.R. Batliboi & Associates LLP as Statutory Auditors of the Company for a term of 5(five) years expiring in the ensuing Annual General Meeting. In accordance with Section 139(2) and Rule 5 of the Companies (Audit and Auditors) Rules 2014, an audit firm can be appointed as Statutory Auditors of the listed company for two consecutive terms of 5 years each. As such, S.R. Batliboi & Associates are eligible to be appointed as Statutory Auditors of AXISCADES Technologies Ltd. for one more term of 5 years, as recommended by the Audit Committee and the Board in their meeting held on May 24, 2022 to hold office for a second term of five consecutive years from the conclusion of the ensuing AGM until the conclusion of the 37[th] AGM to be held in the year 2027 on such remuneration as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

None of the Directors and Key Managerial Personnel of the Company and their respective relatives are concerned or interested, financially or otherwise, in passing the proposed Resolution. The Board recommends the resolution set forth in item no. 4 for the approval of members.

ITEM 5 & 6:

Mr. Desh Raj Dogra and Mr. Dhiraj Mathur, were appointed as Independent Directors of the Company pursuant to Section 149 of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014, by the members at the AGM held on September 29, 2020, to hold office for 2 years till 32[nd] Annual General Meeting.

They are due for retirement from the first term as Independent Directors at this Annual General Meeting. The Nomination and Remuneration Committee vide circular resolution dated August 10, 2022, after taking into account the performance evaluation of Mr. Desh Raj Dogra and Mr. Dhiraj Mathur during their first term of two years and considering their knowledge, acumen, expertise, experience and substantial contribution and time commitment to the Company, recommended to the Board their reappointment for a second term of two years. The Nomination and Remuneration Committee has considered their diverse skills, leadership capabilities, expertise in governance and finance, risk management and vast global business experience, among others, as being key requirements for this role. In view of the above, the Nomination and Remuneration Committee and the Board are of the view that Mr. Desh Raj Dogra and Mr. Dhiraj Mathur possess the requisite skills and capabilities, which would be of immense benefit to the Company, and hence, it is desirable to reappoint them as Independent Directors.

Based on the recommendation of the Nomination and Remuneration Committee, the Board, at its meeting held on August 10, 2022, has recommended the reappointment of Mr. Desh Raj Dogra and Mr. Dhiraj Mathur as Independent Directors, not liable to retire by rotation, for a second term of two years from the conclusion of this Annual General Meeting till 34[th] Annual General Meeting.

In accordance with the provisions of Section 149 of the Companies Act, 2013, an Independent Director may hold office for two terms upto five consecutive years each.

Mr. Desh Raj Dogra (DIN: 00226775) and Mr. Dhiraj Mathur (DIN: 08478137) fulfill the requirements of Independent Directors as laid down under Section 149(6) of the Companies Act, 2013, and Regulation 16 of the LODR Regulations.

The Company has received all statutory disclosures / declarations from Mr. Desh Raj Dogra and Mr. Dhiraj Mathur, respectively including (i) consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (“the Appointment Rules”), (ii) intimation in Form DIR-8 in terms of the Appointment Rules to the effect that he is not disqualified under sub-section (2) of Section 164 of the Act (iii) a declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and (iv) affirmation that he has not been debarred or disqualified from being appointed or continuing as Director of a company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.

In the opinion of the Board and based on its evaluation, Mr. Desh Raj Dogra and Mr. Dhiraj Mathur fulfils the conditions specified in the Companies Act, 2013 and Rules made thereunder and LODR Regulations for their reappointment as an Independent Director of the Company and they are independent of the Management of the Company. A copy of the draft letter for the reappointment of Mr. Desh Raj Dogra and Mr. Dhiraj Mathur setting out the terms and conditions is available for electronic inspection without any fee by the members.

The resolution seeks the approval of members for the reappointment of Mr. Desh Raj Dogra and Mr. Dhiraj Mathur as Independent Directors of the Company from the conclusion of this Annual General Meeting till 34[th] Annual General Meeting pursuant to Sections 149, 152 and other applicable provisions of the Act and the Rules made thereunder (including any statutory modification(s) or reenactment(s) thereof) and their office shall not be liable to retire by rotation.

None of the Directors and/or Key Managerial Personnel of the Company and their relatives except to the extent of their shareholding in the Company and except Mr. Desh Raj Dogra and Mr. Dhiraj Mathur to whom the resolution relate, are in any way concerned or interested, financially or otherwise in the Resolution set out at Item No.5 & 6 of the Notice.

ITEM 7 & 8:

The shareholders of the Company on October 6, 2017, by a special resolution (in accordance with the provisions of Companies Act, 2013), authorized the Board of Directors / Committee, of the Company, to borrow sums in excess of paid-up share capital and free reserves but not at any time exceeding Rs. 250 Crores (Rupees Two Hundred Fifty Crores only) and authorized for the said purpose mortgaging and/or creating charge on all or any part of the immovable and/or movable properties/assets. As required by provisions of Section 180(1)(c) & 180(1)(a) of the Companies Act, 2013 and keeping in view the company’s existing and future business requirements and its growth plans, it is considered desirable to increase the borrowing / mortgage limit to Rs. 500 Crores or the limits prescribed under the Act, whichever is higher.

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AXISCADES Technologies Limited > Notice

The Board recommends the resolution of the accompanying Notice for the approval of the members of the Company. None of the Directors or Key Managerial Personnel of the Company or their respective relatives is concerned or interested in the Resolution except to the extent of their shareholding.

ITEM 9:

In terms of the Companies Act, 2013, the shareholders in their meeting held on September 28, 2021 approved material related party transaction for remunerating Mr. David Bradley, Chairman and Director (Non-Executive) partly for his efforts with AXISCADES Inc. (Wholly Owned Subsidiary) through his company INBIS Consultants Limited, where he is interested in the capacity of Director and CEO and holds majority stake. (Wholly Owned Subsidiary). The term of the said agreement was until March 31, 2022.

2013, provides that no company shall enter into any contract or arrangement with the related party except with the consent of the Board of Directors and in case it exceeds the prescribed threshold, then with the consent of shareholders as well.

Members are informed that no member shall vote on this resolution, if such member is a related party.

The Board recommends the said resolution for approval of the members as ordinary resolution.

Mr. David Bradley is deemed to be interested in the said resolution.

Apart from the above, none of the Director or Key Management personnel is in any way concerned or interested in this Resolution.

ITEM 10:

The Companies Act 2013, aims to ensure transparency in the transactions and dealing with related parties of the Company. The provisions of section 188(1)(f) govern the related party’s appointment to any office or place of profit, in the company, its subsidiary or associate company. Accordingly, in order to re-enter into the said transaction and based on the recommendation and approval of the Nomination & Remuneration Committee and Audit Committee, the Board of Directors, in their meeting held on August 10, 2022 approved this contract for the said limit and with the terms agreed and recommends the same for shareholders’ approval.

Mr. David Bradley was appointed as the Director of the Company w.e.f March 05, 2019 and as the Chairman w.e.f. May 31, 2019. He brings immense value in his role as Chairman having led a large global Engineering services company.

Mr. David Bradley was instrumental in developing and scaling several accounts into USD 50+ Mn relationships in the global Engineering industry. He also served as a Member of the Management Board of Assystem since December 13, 2007 and was CEO of Assystem UK Ltd. Assystem GPS is currently known as Expleo, has a presence in 25 countries and more than 14,000 employees with Euro 1Bn in revenues in 2017.

Mr. David is spending considerable time with the Company in mentoring senior management team and in improving and scaling up the organization processes. Some of the efforts are visible in the form of client mining, new customer acquisition, higher profitability over the last two years and the cash that is being generated from operations.

The consultancy agreement between AXISCADES Inc. (Wholly Owned Subsidiary) and INBIS shall commence on April 1, 2022 and shall continue until March 31, 2023 at which time the agreement may be renewed or terminated on mutually acceptable terms and conditions.

Mr. Bradley’s continued contribution is crucial to provide impetus to expand the global footprint and business of the company. Considering his qualification, experience and present role, the prescribed upper limit in the Companies Act, 2013 is not sufficient to remunerate Mr.Bradley and hence requires approval of the Shareholders for the proposed remuneration. Section 188 of the Company’s Act,

The Company is required to execute various agreements, documents etc. towards its business matters and other administrative necessities. In view of the same and to facilitate administrative convenience for execution of such documents on behalf of the Company it is proposed to alter the existing Articles of Association (“AOA”) of the Company by omitting Clause XIX, pertaining to the affixation of common seal

Under existing set of ARTICLES OF ASSOCIATION, under clause XIX “ THE SEAL ”, the following is stipulated

81. (i) The Board shall provide for the safe custody of the seal. (ii) The seal of the company shall not be affixed to any instrument except by the authority of a resolution of the Board or of a committee of the Board authorised by it in that behalf, and except in the presence of at least two directors and of the secretary or such other person as the Board may appoint for the purpose; and those two directors and the secretary or other person aforesaid shall sign every instrument to which the seal of the company is so affixed in their presence

The requirement of Common Seal under Section 22 of the Act has been made optional hence the Company desires to omit the said clause. Pursuant to Section 14 of the Companies Act, 2013, the said alteration can be effected only with the approval of Shareholders by passing a special resolution.

The Board recommends the Resolution of the accompanying Notice for the approval of the members of the Company. None of the Directors or Key Managerial Personnel of the Company or their respective relatives is concerned or interested in the Resolution except to the extent of their shareholdings.

By Order of the Board of Directors For AXISCADES Technologies Limited Sd/Place: Bengaluru Sonal Dudani Date: August 10, 2022 Company Secretary & Compliance Officer

Registered office

Block C, 2[nd] Floor, Kirloskar Business Park, Bengaluru-560024. CIN: L72200KA1990PLC0084435, e-mail: info@axiscades.in

AnnuAl REPoRt 2021-22

213

NOTICE OF THE ANNUAL GENERAL MEETING

DETAILS OF THE DIRECTORS SEEKING RE-APPOINTMENT, PURSUANT TO REGULATION 36(3) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD-2 ISSUED BY ICSI:

Name of Directors	Mr. Sudhakar Gande	**Mr. Harold David Walker **	Mr. Desh Raj Dogra	Mr. Dhiraj Mathur
DIN	00987566	08764633	00226775	08478137
Date of Birth	03-09-1957	04-04-1951	21-09-1954	11-09-1958
Date of frst appointment on the Board	30-07-2018	29-06-2020	29-09-2020	29-09-2020
Qualifcaton	Mr. Gande holds a M.Tech (Electronics & Computers) degree from the Indian Insttute of Technology (IIT), Delhi and MBA in Finance from Faculty of Management Studies (FMS), Delhi University.	Mr. Walker graduated cum laude from Vanderbilt University (Mechanical Engineering). He also graduated with an honors fellowship Master’s degree in engineering.	Mr. Dogra holds a Bachelor’s and Master’s degree in agriculture from Himachal Pradesh University and MBA from Faculty of Management Studies, University of Delhi. He is a certfed associate of the Indian Insttute of Bankers.	Mr. Mathur holds a B. Tech degree from IIT Delhi, Masters in Economic Policy Management from Columbia University, MBA (Finance) from Pace University, New York, and an M. Phil in Internatonal Economics from New School University, New York.
Brief Resume and Expertse in specifc functonal area	His areas of expertse includes Strategy, General Management, Corporate Finance, Investment Banking, Financial Services, Technology & Media and in Infrastructure domains.	He shall constructvely contribute to the development of the Company’s strategy and shall be mentoring Senior Management of the Company (including its subsidiaries and Associates). He has vast experience in the Aerospace industry.	His areas of expertse includes Financial sector in the areas of banking and credit ratng.	He has strong expertse and understanding of strategic issues and regulatory regimes in a wide range of sectors. His areas of specialisaton include public policy, sectoral regulatory regimes, Defence procurement procedures, localisaton and defence ofset policies, state incentves schemes, FDI and Industrial Licensing policies, exchange control laws, TRM and foreign tradepolicy.
Directorship in the Boards of other Indian listed enttes	Manjeera Constructons Limited	Nil	1. Capri Global Capital Limited 2. IFB Industries Limited 3. G R Infraprojects Limited 4. S Chand and Company Limited 5. Welspun CorpLimited	Nil
Membership/ Chairmanship in Commitees of other Indian listed enttes	Membership in Audit Commitee 1. Manjeera Constructons Limited	Nil	Membership in Audit Commitee 1. S Chand and Company Limited 2. Welspun CorpLimited	Nil

Notes:

1. Directorships in unlisted entities, foreign companies and membership in governing councils, chambers and other bodies are not included.

2. Membership/Chairmanship in Audit Committee and Stakeholder Grievance Committees of other listed public entities is considered.

3. Mr. Desh Raj Dogra has resigned from IDFC First Bank Limited on 04/04/2019 and Sintex Plastics Technology Limited on 06/07/2021.

4. There is no inter-se relationship amongst the Directors and Key Managerial Personnel.

5. Mr. Sudhakar Gande holds 15,89,807 equity shares of the Company as on March 31, 2022.

6. The details of the number of Board and Committee meetings attended during the year are given in the Annual Report 2022.

7. The skills and capabilities of independent directors has been disclosed in the explanatory statement.

8. The detailed profile of Directors are disclosed in the Annual Report 2022 and are also hosted on the website of the Company at www.axiscades.com.

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NOTES:

1. An explanatory statement pursuant to Section 102 of the Companies Act, 2013, in respect of the special businesses is annexed hereto and forms part of the Notice.

2. In view of the COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) vide its circulars dated 5 May 2022 read with circulars dated 8 April 2020, 13 April 2020, 5 May 2020, 13 January 2021 and 8 December 2021 (collectively referred to as “MCA Circulars”) permitted convening the Annual General Meeting (“AGM”) through VC. Accordingly, in compliance with the provisions of the Companies Act, 2013 (the “Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, the 32[nd] AGM of the Company is being held through Video Conferencing (VC). The deemed venue for the AGM shall be the Registered Office of the Company.

3. ALTHOUGH, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND ON A POLL TO VOTE INSTEAD OF HIMSELF/ HERSELF, BUT SINCE THIS MEETING IS BEING HELD THROUGH VC/OAVM UNDER THE FRAMEWORK OF MCA CIRCULARS ON ACCOUNT OF THREAT POSED BY COVID-19, WHERE PHYSICAL PRESENCE OF MEMBERS HAS BEEN DISPENSED WITH, THE FACILITY OF APPOINTMENT OF PROXY WILL NOT BE AVAILABLE. AND HENCE THE PROXY FORM AND ATTENDANCE SLIP ARE NOT ANNEXED HERETO.

4. Since the AGM will be held through VC / OAVM, the Route Map is not annexed to this Notice.

5. Pursuant to the provisions of Sections 112 and 113 of the Act, representatives of the Corporate Members may be appointed for the purpose of voting through remote e-voting or for participation and voting at the AGM through e-voting facility Body corporates are entitled to appoint authorized representative(s) to attend the AGM through VC/ OAVM and to cast their votes through remote e-voting/ e-voting at the AGM. In this regard, the body corporates are required to send a latest certified copy of the Board Resolution/ Authorization Letter/ Power of Attorney authorising their representative(s) to attend the meeting and vote on their behalf through e-voting. The said resolution/ letter/ power of attorney shall be sent by the body corporate through its registered e-mail ID to the Scrutinizer by email through its registered email address to khamankarcs@gmail.com with a copy marked to einward.ris@ kfintech.com (KFIN’s ID).

ELECTRONIC DISPATCH OF ANNUAL REPORT AND PROCESS FOR REGISTRATION OF EMAIL ID FOR OBTAINING COPY OF ANNUAL REPORT

1. In accordance with the MCA Circulars and SEBI Circulars dated May 13, 2022:

2. a) Notice of the AGM along with the Annual Report for the financial year 2021-22 is being sent to the Members and to all other persons so entitled in electronic mode only, whose email addresses has been registered with the Company/ Depository Participants (‘DPs’)/ Depository/ KFIN. Members are requested to verify/ update their details such as email address, mobile number etc. with their DPs, in case the shares are held in electronic form and with KFIN, in case the shares are held in physical form.

3. b) Those Members who have not yet registered their email addresses and consequently, have not received the Notice and the Annual Report, are requested to get their email addresses and mobile numbers registered with KFIN, by following the guidelines mentioned below.

Guidelines to register email address:

• i) Visit the link https://ris.kfintech.com/clientservices/mobilereg/ mobileemailreg.aspx

• ii) Select the company name i.e. AXISCADES Technologies Limited .

• iii) Enter DPID-CLIENT ID (in case shares are held in electronic form)/ Physical Folio No. (in case shares are held in physical form) and PAN.

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

• v) In case shares are held in physical form and PAN is not available in the records, please enter any one of the Share Certificate No. in respect of the shares held by you.

• vi) Enter the email address and Mobile No.

• vii) System will check the authenticity of DPID-CLID/ Physical Folio No. and PAN/Certificate No., as the case may be, and will send the OTPs at the registered Mobile No. as well as email address for validation.

• viii) Enter the OTPs received by SMS and email to complete the validation process. Please note that the OTPs will be valid for 5 minutes only.

• ix) The Company through KFIN will send the Notice, Annual Report and the e-voting instructions along with the User ID and Password to the email address given by you.

Alternatively, Members may send a copy of the share certificate (in case shares are held in physical form) along with scanned copy of the signed request letter mentioning Name, Folio Number, Share certificate number, complete address, email address and mobile number, and scanned copy of self-attested PAN card to enable KFIN to register their e-mail address and to provide them the Notice, Annual Report and the e-voting instructions along with the User ID and Password at the email id einward.ris@kfintech.com.

In order to enable the Company to comply with MCA circulars and to participate in the green initiative in Corporate Governance, members are requested to register their email addresses in respect of shares held in electronic form with their Depository Participant(s) permanently for sending the Annual report, Notice of AGM and the e-voting instructions.

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

• xi) In case of queries, Members are requested to write to einward. ris@kfintech.com or call at the toll free number 1800 309 4001.

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1. The notice of AGM along with Annual Report will be sent to those members / beneficial owners whose name will appear in the register of members/ list of beneficiaries received from the depositories as on Friday, August 26, 2022.

2. The Notice of the AGM and the Annual Report for the financial year 2021-22 will be available on the website of the Company (www.axiscades.com), on the website of KFIN https://evoting. kfintech.com/public/downloads.aspx) and on the website of National Stock Exchange of India Limited (www.nseindia.com) and BSE Limited (www.bseindia.com), in compliance with the MCA Circulars

PROCEDURE FOR JOINING THE AGM THROUGH VC/ OAVM

1. The Company is providing VC/OAVM facility to its members for joining/participating at the AGM. Members may join the Meeting through Desktops, Laptops, Smartphones, Tablets and iPads. Further, Members are requested to use Internet with a good speed to avoid any disturbance during the Meeting. Please note that participants connecting from Mobile Devices or Tablets or through Laptops connecting via mobile hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any glitches.

2. Members are requested to follow the procedure given below to attend the AGM through VC / OAVM .or view the live webcast:

3. i) Launch internet browser (latest version of Chrome/ Firefox/Safari/ Internet Explorer 11 or MS Edge) by typing the URL: https://emeetings.kfintech.com.

4. ii) Enter the login credentials (i.e., User ID and password for e-voting provided by KFIN).

5. iii) After logging in, click on “Video Conference” option.

6. iv) Then click on camera icon appearing against AGM event of AXISCADES Technologies Limited to attend the AGM. Please do the echo test once you enter into the AGM room.

7. Members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions.

8. The facility for joining the AGM shall open 15 minutes before the time scheduled for AGM and will continue till the expiry of 15 minutes after conclusion of the AGM. Large shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel and Auditors are encouraged to attend the AGM.

9. The Members who wish to post their questions prior to the meeting can do the same by visiting https://emeetings. kfintech.com. Please login through the user id and password. On successful login, select ‘Post Your Question’ option which will be opened 9:00 A.M. (IST) on Friday, September 23, 2022 and will end at 5:00 P.M. (IST) on Sunday, September 25, 2022.

10. To ensure smooth transmission and co-ordination during the Q&A Session, the Company is providing the facility of Speaker

Registration. Members who would like to express their views or ask questions during the AGM may register themselves by logging on to https://emeetings.kfintech.com and clicking on the ‘Speaker Registration’ option available on the screen after log in. The facility of ‘Speaker Registration’ will open at 9:00 A.M. (IST) on Friday, September 23, 2022 and will end at 5:00 P.M. (IST) on Sunday, September 25, 2022. Only those members who are registered will be allowed to express their views or ask questions.

• 1) Members who wish to ask questions during the AGM, can do so by registering themselves as a ‘Speaker’, by following the instructions, as mentioned below:

  • (i) Click on the following URL: https://emeetings. kfintech.com

  • (ii) Use e-voting User ID and Password, to register as a ‘Speaker’.

  • (iii) Only those Members holding shares either in physical form or in electronic form, as on the cut off date of Tuesday, September 20, 2022, may register themselves as a ‘Speaker’ from Friday, September 23, 2022 (9:00 A.M.) upto Sunday, September 25, 2022 (5:00 P.M.). This will enable KFIN to make requisite arrangements for the said Members to ask questions during the AGM through VC.

  • (iv) Only those Members who have registered themselves as a ‘Speaker’, as aforesaid, will be able to ask questions during the AGM.

  • (v) The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

• 2) Members who wish to post their queries may do so before the AGM, up to Sunday, September 25, 2022 (5:00 P.M.) by following the instructions, as mentioned below:

  • (i) Click on the following URL: https://emeetings. kfintech.com

  • (ii) Use e-voting User ID and Password, to post queries.

• Members can submit their questions in advance with regard to the accounts or any other matter to be placed at the AGM by sending an e-mail to the Company at secretary@axiscades. in and marking a copy to evoting@KFintech.com mentioning their name, DP ID-Client ID / Folio number on or before Friday, September 23, 2022 or they can post their questions from 9:00 A.M. (IST) on Sunday, September 23, 2022 to 5:00 P.M. (IST) on Tuesday, September 25, 2022, by logging on to https://emeetings.kfintech.com. They can also upload their video by registering themselves as speaker by accessing the facility provided at https://emeetings.kfintech.com->speaker registration. The maximum time limit of the video should be three minutes. At the AGM, such questions will be replied by the Company suitably. The Company reserves the right to restrict the number of questions and number of speakers,

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depending upon the availability of time, for smooth conduct of the AGM.

1. In case of any query relating to the procedure for attending AGM through VC/ OAVM or for any technical assistance, Members may call on toll free no.: 1800 309 4001 or send an e-mail at einward.ris@kfintech.com.

2. Members attending the AGM through VC/ OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

3. The recorded transcript of this meeting, shall as soon as possible, be made available on the website of the Company at www.axiscades.com.

4. Institutional shareholders are encouraged to attend and vote at the AGM.

PROCEDURE FOR REMOTE E-VOTING AND E-VOTING DURING THE AGM

1. In compliance with the provisions of Section 108 and other applicable provisions, if any, of the Act, Rule 20 of Companies (Management and Administration) Rules, 2014 and Regulation 44 of Listing Regulations and in terms of SEBI vide circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting Facility provided by listed entities, the Company is pleased to provide the facility of remote e-voting to its Members in respect of the business to be transacted at the AGM.

2. The Company is providing e-voting facility to its members to enable them to cast their votes electronically. The Company has engaged the services of KFin as the Authorised Agency to provide remote e-voting facility (i.e. the facility of casting votes by a member by using an electronic voting system from a place other than the venue of a general meeting). The instructions for e-voting are given below:

3. I. Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on “e-Voting facility provided by Listed Entities” e-Voting process has been enabled for all the individual demat account holders, by way of single login credential, through their demat accounts/websites of Depositories/Depository Participants (DPs) in order to increase the efficiency of the voting process.

4. 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.

5. The Members attending the AGM who have not cast their vote by remote e-voting shall be entitled to vote at AGM through e-voting system. Facility to cast vote at the AGM will be made available on the Video Conferencing screen and will remain active throughout the Meeting.

6. The members can opt for only one mode of voting i.e. remote e-voting or e-voting at the AGM. In case of voting by both the modes, vote cast through remote e-voting will be considered final and e-voting at AGM will not be considered. The members who have cast their vote by remote e-voting may also attend the AGM but can’t vote at the AGM.

7. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

8. The remote e-voting facility will be available during the following period:

Commencement of remote e-voting:

From 9.00 a.m. (IST) on September 24, 2022

End of remote e-voting:

Upto 5.00 p.m. (IST) on September 26, 2022

1. The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by KFIN upon expiry of aforesaid period.

2. The voting rights of Members for remote e-voting and for e-voting at AGM shall be in proportion to the paid up value of their shares in the equity share capital of the Company as at close of business hours on September 20, 2022 (‘cutoff date’).

3. A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting / e-voting at AGM. The person who is not a member/ beneficial owner as on the cut-off date should treat this Notice for information purpose only.

4. In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under “Login method for remote e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

5. The members who will be present in attending the AGM through VC / OAVM and have not already cast their vote(s) through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the AGM.

INFORMATION AND INSTRUCTIONS FOR REMOTE E-VOTING

1. The details of the process and manner for remote e-Voting are explained herein below:

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

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

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Details on Step 1 are mentoned below:	Details on Step 1 are mentoned below:
Type of shareholders	Login Method
Individual Shareholders holding securites in demat mode with NSDL Individual Shareholders holding securites in demat mode with CDSL Individual Shareholders login through their demat accounts / Website of Depository Partcipant	1. User already registered for IDeAS facility: i) Visit URL: htps://eservices.nsdl.com ii) Click on the “Benefcial Owner” icon under “Login” under ‘IDeAS’ secton. iii) On the new page, enter User ID and Password. Post successful authentcaton, click on “Access to e-Votng”. iv) Click on company name or e-Votng service provider and you will be re-directed to e-Votng service provider website for castng the vote during the remote e-Votng period. 2. User not registered for IDeAS e-Services i) To register click on link: htps://eservices.nsdl.com. ii) Select “Register Online for IDeAS” or click at htps://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp. iii) Proceed with completng the required felds. iv) Follow steps given in points 1. 3. Alternatvely by directly accessing the e-Votng website of NSDL i) Open URL: htps://www.evotng.nsdl.com/ ii) Click on the icon “Login” which is available under ‘Shareholder/Member’ secton. iii) A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password / OTP and a Verifcaton Code as shown on the screen. iv) Post successful authentcaton, you will requested to select the name of the company and the e-Votng Service Provider name, i.e KFin. v) On successful selecton, you will be redirected to KFin e-Votng page for castng your vote during the remote e-Votng period. 1. Existng user who have opted for Easi/Easiest i) Visit URL: htps://web.cdslindia.com/myeasi/home/login or URL: www.cdslindia.com ii) Click on New System Myeasi. iii) Login with your registered user id and password. iv) The user will see the e-Votng Menu. The Menu will have links of ESP i.e. KFin e-Votng portal. v) Click on e-Votng service provider name to cast your vote. 2. User not registered for Easi/Easiest i) Opton to register is available at htps://web.cdslindia.com/myeasi/Registraton/ EasiRegistraton ii) Proceed with completng the required felds. iii) Follow the steps given in point 1. 3. Alternatvely, by directly accessing the e-Votng website of CDSL i) Visit URL: www.cdslindia.com ii) Provide your demat Account Number and PAN No. iii) System will authentcate user by sending OTP on registered Mobile & Email as recorded in the demat Account. iv) Afer successful authentcaton, user will be provided links for the respectve ESP, i.e KFin where the e- Votng is in progress. 1. You can also login using the login credentals of your demat account through your DP registered with NSDL /CDSL for e-Votng facility. 2. Once logged-in, you will be able to see e-Votng opton. Once you click on e-Votng opton, you will be redirected to NSDL / CDSL Depository site afer successful authentcaton, wherein you can see e-Votng feature. 3. Click on optons available against company name or e-Votng service provider –Kfn and you will be redirected to e-Votng website of KFin for castng your vote during the remote e-Votng period without anyfurther authentcaton.

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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. Helpdesk 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 at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 224 430 Securities held with CDSL Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

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 Participants (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:// emeetings.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) xxxx, followed by 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 (az), 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., ‘AXISCADES TECHNOLOGIES LIMITED” 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 attend the AGM through VC / OAVM on its behalf and 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 khamankarcs@gmail.com with a copy marked to evoting@kfintech.com. The scanned image of the abovementioned documents should be in the naming format “Corporate Name Even No.”

• b) Any person who becomes member of the Company after dispatch of the Notice of AGM and is holding shares as on the cut-off date i.e Tuesday, September 20, 2022 may obtain the User ID and password in the manner as mentioned below:

• a) If the mobile number of the member is registered against Folio No./ DPID Client ID, the Member may send SMS: MYEPWD E-Voting Event Number +Folio no. or DPID Client ID to +91-9212993399 Example for NSDL: MYEPWDIN12345612345678 Example for CDSL:

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MYEPWD1402345612345678 Example for Physical: MYEPWD XXXX1234567890.

• b) If e-mail address or mobile number of the member is registered against Folio No. / DPID Client ID, then on the home page of https://evoting.kfintech.com, the member may click “Forgot Password” and enter Folio No. or DPID Client ID and PAN to generate a password.

• The Register of Directors and Key Managerial Personnel and their shareholding, Register of Contracts or Arrangements in which Directors are interested and all the documents referred to in the Notice and explanatory statement, including certificate from the Auditors of the Company under Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 will be available electronically for inspection by the members during the AGM.

• c) Member may Call KFin’s Toll free number 1800 309 4001.

• d) Member may send an e-mail request to evoting@ kfintech.com.

In order to enable the Company to comply with MCA circulars and to participate in the green initiative in Corporate Governance, members are requested to register their email addresses in respect of shares held in electronic form with their Depository Participant(s) permanently for sending the Annual report, Notice of AGM and the e-voting instructions.

• After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.

• Once the vote on a resolution is cast by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.

• In case of any query pertaining to e-voting, please visit Help & FAQs section available at KFIN website (https://evoting. kfintech.com/public/Faq.aspx). In case of any other queries/ grievances connected to remote e-voting or shares, you may contact Mr. Raj Kumar Kale, an official of KFIN, at telephone number: 040-67162222 or the toll free number 1800-3094001 or at email: evoting@kfintech.com.

• The Board of Directors has appointed Mr. Anant Khamankar (Membership No. 3198), as the Scrutinizer to scrutinize the e-voting during the AGM and remote e-voting process in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose.

• The Scrutinizer, after scrutinizing the voting through e-voting / remote e-voting at AGM and through remote e-voting shall, within Forty Eight (48) Hours from conclusion of the AGM, make a consolidated scrutinizer’s report of the votes cast in favour or against, if any, and submit the same to the Chairman of the meeting or a person authorised by him. The Chairman or the authorized person shall declare the results. The results declared shall be available on the website of the Company (www.axiscades.com) and on the website of KFIN (https:// evoting.kfintech.com). The results shall simultaneously be communicated to the Stock Exchanges. The resolutions will be deemed to be passed on the date of AGM subject to receipt of the requisite number of votes in favour of the resolutions.

PROCEDURE FOR INSPECTION OF DOCUMENTS:

1. All documents referred to in the Notice will be available electronically for inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM i.e. Tuesday, September 27, 2022. Members seeking to inspect such documents can send an email to secretary@ axiscades.in.

OTHER INFORMATION:

1. Information regarding particulars of the Directors to be reappointed requiring disclosure in terms of the Secretarial Standard 2, Listing Regulations and the explanatory statement pursuant to Section 102 of the Act are annexed hereto. The directorships held by the Directors considered for the purpose of disclosure do not include the directorships held in foreign companies. The committee chairmanships/ memberships considered for the purpose of disclosure are those prescribed under Listing Regulations viz. Audit Committee and Stakeholders’ Relationship Committee of Indian public limited companies.

2. As per Regulation 40 of Listing Regulations, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or KFIN for assistance in this regard.

3. Members who are holding shares in physical form are requested to address all correspondence concerning registration of transmissions, sub-division, consolidation of shares or any other share related matters and/ or change in address or updation thereof to KFIN. Members, whose shareholding is in electronic format are requested to direct change of address notifications, registration of e-mail address and updation of bank account details to their respective DPs.

4. Non-resident Indian shareholders are requested to inform about the following to the Company or KFIN or the concerned DP, as the case may be, immediately of:

5. a) The change in the residential status on return to India for permanent settlement;

6. b) The particulars of the NRE Account with a Bank in India, if not furnished earlier.

7. Securities and Exchange Board of India has mandated the submission of PAN by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN details to their DPs with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to KFIN.

8. Members who are holding shares in physical form in identical names in more than one folio are requested to write to KFIN enclosing their share certificates to consolidate their holding into one folio.

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1. Members may contact the Company or KFIN for conveying grievances, if any, relating to the conduct of the AGM, at the following address:

AXISCADES Technologies Limited Sonal Dudani Company Secretary & Compliance Officer secretary@axiscades.in

KFin Technologies Limited

(formerly KFin Technologies Private Limited) Unit: AXISCADES Technologies Limited Selenium Tower B, Plot Nos. 31 & 32, Financial District, Nanakramguda, Gachibowli, Hyderabad, Telangana - 500032 Toll Free No.1800 309 4001

Email: einward.ris@kfintech.com Contact Person: Shri Raj Kumar Kale, Assistant Vice President