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AXISCADES TECHNOLOGIES LIMITED AGM Information 2024

Aug 26, 2024

61656_rns_2024-08-26_fd026c23-d521-49f6-a254-8bf612e5fced.pdf

AGM Information

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August 26, 2024

The Manager Listing Department Dppt. of Corporate Services The National Stock Exchange of India Limited BSE Limited Exchange Plaza, 5 Floor, Plot C/1, G Block Phirozee Jeejeebhoy Tower, Dalal Street Bandra – Kurla Complex, Bandra(E), Mumbai 400 001 Mumbai 400 051 BSE Scrip Code: 532395 NSE Symbol: AXISCADES

Dear Sir/Madam,

Sub.: Notice of the 34[th] Annual General Meeting (‘AGM’) of the Company for FY 2023-24

In compliance with the Companies Act 2013, rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, please find enclosed Notice convening the 34[th] AGM of the shareholders for FY 2023-24 which is being sent to the shareholders through electronic mode.

The 34[th] AGM will be held on Wednesday, September 18, 2024, at 05:00 P.M. IST through video conference (VC) and other audio-visual means (OAVM).

The 34[th] AGM Notice will be made available on the Company’s website https://www.axiscades.com.

Information at glance:

Particulars Details
Time and Date of AGM 05:00 P.M. IST, Wednesday, September 18, 2024
Mode Video Conference (“VC”) / Other Audio Visual Means (“OAVM”)
Cut-off date for e-voting Wednesday, September 11, 2024
E-voting start time and date 9:00 A.M. IST, Sunday, September 15, 2024
E-voting end time and date 5:00 P.M. IST, Tuesday, September 17, 2024

Kindly take the above information on record.

Yours faithfully,

For AXISCADES Technologies Limited

Sonal Digitally signed by Sonal Dudani Dudani Date: 2024.08.26 13:00:01 +05'30'

Sonal Dudani

Company Secretary & Compliance Officer

Encl: A/a

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: [email protected] | www.axiscades.com

AXISCADES Notice 2023-24

NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the Thirty Fourth (34[th] ) Annual General Meeting (AGM) of the members of AXISCADES Technologies Limited will be held on Wednesday, September 18, 2024 at 5:00 PM (IST) by way of Video Conference (“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, 2024, including the audited Balance Sheet as on March 31, 2024, 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. Venkatraman Venkitachalam (DIN: 05008694), liable to retire by rotation

To appoint a Director in place of Mr. Venkatraman Venkitachalam (DIN: 05008694), who retires by rotation and being eligible, offers himself for re-appointment.

Item No. 3 Appointment of Director, Mr. David Abikzir (DIN: 03160720), liable to retire by rotation

To appoint a Director in place of Mr. David Abikzir (DIN: 03160720), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

Item No. 4 Appointment of Mr. Tanmoy Chakrabarty (DIN: 00207066) as Non-Executive, Independent Director of the Company

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 197 and other applicable provisions of the Companies Act, 2013 read with Schedule IV to the Act and the Companies (Appointment and Qualification of Directors) Rules, 2014 and in compliance with applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Tanmoy Chakrabarty (DIN: 00207066), who was appointed as an Additional Director (Non-Executive, Independent) by the Board of Directors w.e.f. July 13, 2024, pursuant to the provisions of Section 161 of the Companies Act, 2013 read with Articles of Association of the Company, being eligible and in respect of whom the Company has received a Notice in writing under Section 160(1) of the Companies Act, 2013 and based on the recommendation from Nomination & Remuneration Committee and the Board of Directors, proposing his candidature for the office of a Director, be and is hereby appointed as a Non-Executive, Independent Director of the Company not subject to retirement by rotation, to hold office for a term of 3 (three) consecutive years commencing from July 13, 2024 up to July 12, 2027 (both days inclusive).

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and the Company Secretary be and are hereby authorised to do all such acts, deeds, matters and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.”

By Order of the Board of Directors For AXISCADES Technologies Limited

Sd/-

Place: Bengaluru Date: July 29, 2024

Sonal Dudani

Company Secretary & Compliance Officer

Registered Office

Block C, 2[nd] Floor, Kirloskar Business Park, Bengaluru-560024. CIN: L72200KA1990PLC0084435, e-mail: [email protected]

AXISCADES Notice 2023-24

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 Business mentioned in the accompanying Notice and should be taken as forming part of the Notice.

Item No. 4:

Considering that his qualifications and rich experience meets the skills and capabilities required for the role of Independent Director of the Company, Mr. Tanmoy Chakrabarty (DIN: 00207066) was appointed as an Additional Director in the category of Non-Executive, Independent Director based on the recommendation of the Nomination & Remuneration Committee (‘NRC’) by the Board of Directors with effect from July 13, 2024 pursuant to the provisions of Section 161(1) of the Companies Act, 2013 read with Articles of Association of the Company and holds office up to the date of the ensuing General Meeting pursuant to Regulation 17(1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on an illustrious career spanning over four decades, Mr. Chakrabarty brings to the table a wealth of experience in corporate strategy, government affairs, and digital transformation. The Company’s commitment to excellence and domains of business align well with his professional skills and values. His appointment would be of immense benefit to the Company, especially in enhancing government and industry partnerships.

Accordingly, approval of the members is sought for the appointment of Mr. Tanmoy Chakrabarty as Non-Executive, Independent Director who is eligible for appointment as a Director for a term of 3 years. The Company has received from Mr. Tanmoy Chakrabarty:

  • i) consent in writing to act as Director in Form DIR 2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014;

  • ii) intimation in Form DIR 8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to

the effect that he is not disqualified under sub section (1) and (2) of Section 164 of the Companies Act, 2013; and

  • iii) declaration that he fulfills the requirements of Independent Director as laid down under Section 149(6) of the Companies Act, 2013 read with Rule 6 of The Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16 of the SEBI (LODR) Regulations, 2015.

  • 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.

The additional information required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and applicable Secretarial Standards is annexed as Annexure-I .

In the opinion of the Board, Mr. Tanmoy Chakrabarty fulfils the conditions specified in the Companies Act, 2013 and Rules made thereunder read with SEBI (LODR) Regulations, 2015 for his appointment as an Independent Director of the Company and he is independent of the Management of the Company. A copy of the draft letter for the appointment of Mr. Tanmoy Chakrabarty setting out the terms and conditions is available for electronic inspection without any fee by the members.

In compliance with the provisions of Section 149 read with Schedule IV to the Act, Regulation 17 of the SEBI (LODR) Regulations, 2015 and other applicable regulations, the appointment of Mr. Tanmoy Chakrabarty as Independent Director is now placed for the approval of the Members by a Special Resolution.

The Board commends the Special Resolution set out at Item No. 4 of the accompanying Notice for approval of the Members.

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. Tanmoy Chakrabarty to whom the resolution relates, is in any way concerned or interested, financially or otherwise, in the resolution set out at Item No. 4 of the Notice.

By Order of the Board of Directors For AXISCADES Technologies Limited

Sd/-

Place: Bengaluru Date: July 29, 2024

Sonal Dudani

Company Secretary & Compliance Officer

Registered Office

Block C, 2[nd] Floor, Kirloskar Business Park, Bengaluru-560024. CIN: L72200KA1990PLC0084435, e-mail: [email protected]

AXISCADES Notice 2023-24

Annexure-I

DETAILS OF THE DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE 34[TH] AGM OF THE COMPANY

[Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings]

Mr. Venkatraman Name of Director Mr. David Abikzir Mr. Tanmoy Chakrabarty Venkitachalam DIN 05008694 03160720 00207066 Date of Birth and September 08, 1977 May 28, 1978 October 29, 1961 Age 46 years 46 years 62 years Date of First January 06, 2023 March 22, 2022 July 13, 2024 Appointment on the Board Qualifications Chartered Financial Analyst, Master’s Degree – Wealth & Master of Business CFA Institute, USA Asset Management – Finance, Administration - Indian Institute Chartered Accountant, Institute Kedge Business School of Modern Management, of Chartered Accountants of Master’s Degree – Business Law Kolkata India & Finance – Pantheon Sorbonne Bachelor of Commerce, St. Cost & Management University – Paris, France Xavier’s College, Kolkata Accountant, Institute of Cost & Works Accountants of India Company Secretary, Institute of Company Secretaries of India Bachelor of Commerce, Mumbai University Relationship Not related to any Directors of Not related to any Directors of Not related to any Directors of between Directors the Company the Company the Company inter-se

Master of Business Administration - Indian Institute of Modern Management, Kolkata Bachelor of Commerce, St. Xavier’s College, Kolkata

AXISCADES Notice 2023-24

Mr. Venkatraman Name of Director Mr. David Abikzir Mr. Tanmoy Chakrabarty Venkitachalam Experience & Expertise Holistic experience of more Mr. David is a seasoned Mr. Tanmoy Chakrabarty was in specific functional than 20 years - Over 16 years financial professional with earlier the Group Government areas/ brief resume of experience in Business over 18 years of experience. Affairs Officer at TATA SONS Strategy & Development, A highly motivated and goalPrivate Limited (the parent Project Financing, Mergers & oriented business development company of the Tata Group) Acquisitions and accounting professional with an established which he joined in 2018 until and 4 years’ experience in the track record and experience October, 2022. Thereafter, he Public sector. covering Sales, Marketing, established his own venture, Worked on all stages of a ‘go-to-market’ strategies and “Chakrabarty Consulting Project Life Cycle: Opportunity Research & Development in the Services Private Limited” identification, bid strategy, Indian market. David started (CCSPL) in Noida / New Delhi financial evaluation & Project his career with CDC IXIS Private and draws upon his extensive Implementation. Equity, Paris, France, as an work experience and networks Investment Analyst focusing developed over four decades. Involved in financing of on Tech companies across the Mr. Chakrabarty has an numerous projects in roads, thermal power, hydro power, globe. impressive career spanning The next role with CDC IXIS 42 years including 14 years wind energy, solar power and real estate sectors both as Pvt Capital Management was with Tata Consultancy Services lender & Borrower. as a Private Banker, managing Ltd., spearheading numerous investments for UHNWI. transformative initiatives Experience in Contract Thereafter he shifted to India within the companies he has negotiations – Project contracts, and set up Luxe Corporation represented. Some notable Financing contracts and (a subsidiary of GCF Group in examples include projects for Consulting contracts. India) as a Country Head. Since the Indian Central Government, Experience in accounting, 2013, he has been associated such as MCA 21, Income Tax, taxation and Corporate law with Nymex Consulting as CEO Customs & Excise, Passport compliances, and ERP initiatives. – Country Head, serving clients Seva Program and several from India, Europe, China and major initiatives for the Indian UAE across Consumer Goods Defence and Homeland and Experiences, Retail, Private Security Forces. Equity, Energy, Biotechnologies, Tanmoy is working actively various Industries and in the Public Transport and Technology with ‘go-to-market’ Automotive sector and is strategies.

Mr. Tanmoy Chakrabarty was earlier the Group Government Affairs Officer at TATA SONS Private Limited (the parent company of the Tata Group) which he joined in 2018 until October, 2022. Thereafter, he established his own venture, “Chakrabarty Consulting Services Private Limited” (CCSPL) in Noida / New Delhi and draws upon his extensive work experience and networks developed over four decades. Mr. Chakrabarty has an impressive career spanning 42 years including 14 years with Tata Consultancy Services Ltd., spearheading numerous transformative initiatives within the companies he has represented. Some notable examples include projects for the Indian Central Government, such as MCA 21, Income Tax, Customs & Excise, Passport Seva Program and several major initiatives for the Indian Defence and Homeland Security Forces.

Tanmoy is working actively in the Public Transport and Automotive sector and is currently in touch with the Ministry of Road Transport in the Central Government in Delhi as well as several State Governments and their Transport Departments. He is representing several disruptive and innovative technology solutions in the Automotive Sector which he is creating a market for in India. Furthermore, Tanmoy serves as the Head for Government Affairs for Optimax Aces, a boutique consultancy firm located in Gurugram. Nil

Directorships held Nil Nil in other Public Companies (excluding Foreign Companies)

AXISCADES Notice 2023-24

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----- Start of picture text -----

Mr. Venkatraman
Name of Director Mr. David Abikzir Mr. Tanmoy Chakrabarty
Venkitachalam
----- End of picture text -----

Names of listed Nil Nil Nil
entities from which
the director has
resigned in the past
threeyears
Memberships / Nil Nil Nil
Chairmanships of
Committees of other
Public Companies
(includes only
Audit Committee
and Stakeholders
Relationship
Committee)
No. of equity shares Nil Nil Nil
held in
the Company (self
and as a
benefcial owner)
No. of Board 10 10 NA
Meetings attended
during FY 2023-24
Terms and conditions - - As set out in the Explanatory
of appointment / Statement
reappointment
Remuneration last Except for sitting fees for Except for sitting fees for NA
drawn in fnancial attending the meeting of attending the meeting of
year 2023-24 Board and Committee thereof Board and Committee thereof
and Commission, no other and Commission, no other
remuneration was paid to remuneration was paid to
Mr. Venkatraman Mr. David Abikzir
Venkitachalam
Details of Sitting fees and commission as approved by the Board of Directors/shareholders in accordance with
Remuneration applicable provisions of law.
sought to bepaid

AXISCADES Notice 2023-24

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----- Start of picture text -----

Mr. Venkatraman
Name of Director Mr. David Abikzir Mr. Tanmoy Chakrabarty
Venkitachalam
----- End of picture text -----

Skills and capabilities NA NA Mr. Chakrabarty’s extensive
required for the role background in government
and the manner in relations and his proven track
which the proposed record in driving transformative
person meets such projects will signifcantly
requirements enhance the Company’s
strategic direction.
His leadership will be
instrumental as the Company
continues to innovate and
expand its offerings and
operations.
His deep understanding of
complex systems and his
ability to navigate multifaceted
regulatory environments
will be invaluable as the
Company pursue its goals in
diversifed verticals such as
Aerospace, Defense, and Heavy
Engineering.
His insights will guide the
Company’s efforts to build
collaboration with government
entities and ensure that
our innovations align with
requirements.

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. Pursuant to the General Circular No. 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs (MCA) and Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2023/167 dated October 7, 2023 issued by SEBI (hereinafter collectively referred to as “the Circulars”), companies are allowed to hold AGM through Video Conferencing (“VC”) or Other Audio-Visual Means (“OAVM”) till September 30, 2024, without the physical presence of members at a common venue. Hence, in compliance with the Circulars, the AGM of the Company is being held through VC/OAVM.

  3. Although, a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and to vote on a poll instead of himself/ herself, but since this meeting is being held through VC/OAVM under the framework of MCA circulars, 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. The Institutional and Corporate Investors (i.e. other than individuals, HUF, NRI, etc.,) are encouraged to attend the AGM through VC by sending a scanned copy (PDF / JPG Format) of its Board / Governing body resolution / Authorization etc., authorizing its representative to attend the AGM through VC on its behalf and to vote through remote e-voting. The said resolution / authorization may be sent to the Scrutinizer by email to pramod@bmpandco. com with a copy marked to [email protected].

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:

  2. a) Notice of the AGM along with the Annual Report for the financial year 2023-24 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

AXISCADES Notice 2023-24

addresses and mobile numbers registered with KFin, by following the guidelines mentioned below.

Procedure for Registration of Email ID and Mobile Number: Securities in physical mode

SEBI vide Circular number: SEBI/HO/MIRSD/MIRSD-PoD1/P/CIR/2023/37, dated March 16[th] , 2023, has made it mandatory for shareholders holding shares in physical form to furnish PAN, KYC (i.e., postal address with pin code, email address, mobile number, bank account details, specimen signature, Demat account details) and their nominee details to the RTA of the Company.

It shall be mandatory for the security holders to provide mobile number, 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.

ISR 1 Form can be obtained by following the link:

https://ris.kfntech.com/clientservices/isc/isrforms.aspx Detailed FAQ can be found on the link: https://ris.kfntech. com/faq.html

For more information on updating the Email ID and Mobile details for securities held in electronic mode, please reach out to the respective DP(s), where the DEMAT a/c is being held.

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.

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.

In case of queries, Members are requested to write to [email protected] or call at the toll free number 1800 309 4001.

  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 16, 2024.

  2. The Notice of the AGM and the Annual Report for the financial year 2023-24 will be available on the website of the Company (www.axiscades.com), on the website of KFin at https://evoting.kfintech.com/public/Downloads. aspx (Annual Report) & https://evoting.kfintech.com/ showallevents.aspx (Notice) 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.kfntech.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 Saturday, September 14, 2024 and will end at 5:00 P.M. (IST) on Monday, September 16, 2024.

  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 Saturday, September 14, 2024 and will end at 5:00 P.M. (IST) on

AXISCADES Notice 2023-24

Monday, September 16, 2024. 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. kfntech.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 cutoff date of Wednesday, September 11, 2024, may register themselves as a ‘Speaker’ from 9:00 A.M. (IST) on Saturday, September 14, 2024 and will end at 5:00 P.M. (IST) on Monday, September 16, 2024. 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.

  • 2) Members who wish to post their queries may do so before the AGM, up to Monday, September 16, 2024 (5:00 P.M.) by following the instructions, as mentioned below:

    • (i) Click on the following URL: https://emeetings. kfntech.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 [email protected] and marking a copy to evoting@ KFintech.com mentioning their name, DP ID-Client ID / Folio number on or before Saturday, September 14, 2024 or they can post their questions from 9:00 A.M. (IST) on Saturday, September 14, 2024 and will end at 5:00 P.M. (IST) on Monday, September 16, 2024, 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, depending upon the availability of time, for smooth conduct of the AGM.

  • 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 [email protected].

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

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

  3. 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, read with Rule 20 of Companies (Management and Administration) Rules, 2014 as amended, Secretarial Standard on General Meetings (SS-2) and Regulation 44 of the 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 to cast their votes electronically, on the resolutions set forth in this Notice.

  2. 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) before the AGM as well as during the AGM. 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 in order 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

AXISCADES Notice 2023-24

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.

  1. 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.

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

Commencement of From 9.00 A.M. (IST) on remote e-voting September 15, 2024 End of remote Upto 5.00 P.M. (IST) on e-voting September 17, 2024

  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. Once the vote on a resolution is cast by the Member(s), they shall not be allowed to change it subsequently or cast the vote again.

  2. The voting rights of Members for remote e-voting and for e-voting at AGM shall be in proportion to the paidup value of their shares in the equity share capital of the Company as at close of business hours on September 11, 2024 (‘cut-off 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:

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.

AXISCADES Notice 2023-24

Details on Step 1 are mentioned below:

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Type of shareholders Login Method
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Individual 1. User already registered for IDeAS facility:
Shareholders holding i) Visit URL: https://eservices.nsdl.com
securities in demat
mode with NSDL
ii) Click on the “Benefcial Owner” icon under “Login” under ‘IDeAS’ section.
iii) On the new page, enter User ID and Password. Post successful authentication, click on
“Access to e-Voting”.
iv) Click on company name or e-Voting service provider and you will be re-directed to e-Voting
service provider website for casting the vote during the remote e-Voting period.
2. User not registered for IDeAS e-Services
i) To register click on link: https://eservices.nsdl.com.
ii) Select “Register Online for IDeAS” or click athttps://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp.
iii) Proceed with completing the required felds.
iv) Follow steps given in points 1.
3. Alternatively by directly accessing the e-Voting website of NSDL
i) Open URL: https://www.evoting.nsdl.com/
ii) Click on the icon “Login” which is available under ‘Shareholder/Member’ section.
iii) A new screen will open. You will have to enter your User ID (i.e. your 16-digit demat
account number held with NSDL), Password / OTP and a Verifcation Code as shown on the
screen.
iv) Post successful authentication, you will be redirected to NSDL Depository site wherein you
can see e-Voting page.
v) Click on the company name or e-Voting service provider name and you will be redirected to
e-Votingserviceprovider website for casting your vote duringthe remote e-Voting period.
Individual 1. Existing user who have opted for Easi/Easiest
Shareholders holding i) Visit URL: https://web.cdslindia.com/myeasitoken/home/login or URL: www.cdslindia.com
securities in demat
mode with CDSL
ii) Click on New System Myeasi
iii) Login with your registered user id and password.
iv) The user will see the e-Voting Menu. The Menu will have links of ESP i.e. KFin e-Voting
portal.
v) Click on e-Voting service provider name to cast your vote.
2. User not registered for Easi/Easiest
i) Option to register is available athttps://web.cdslindia.com/myeasitoken/Registration/
EasiRegistration
ii) Proceed with completing the required felds.
iii) Follow the steps given in point 1.
3. Alternatively, by directly accessing the e-Voting website of CDSL
i) Visit URL: www.cdslindia.com
ii) Provide your demat Account Number and PAN No.
iii) System will authenticate user by sending OTP on registered Mobile & Email as recorded in
the demat Account.
iv) After successful authentication, user will be provided links for the respective ESP, i.e KFin
where the e- Votingis inprogress.

AXISCADES Notice 2023-24

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Type of shareholders Login Method
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Individual 1. You can also login using the login credentials of your demat account through your DP registered
Shareholders login with NSDL /CDSL for e-Voting facility.
through their demat 2. Once logged-in, you will be able to see e-Voting option. Once you click on e-Voting option, you
accounts / Website will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you
of Depository can see e-Voting feature.
Participant 3. Click on options available against company name or e-Voting service provider –Kfn and you
will be redirected to e-Voting website of KFin for casting your vote during the remote e-Voting
period without anyfurther authentication.
Individual Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code
Shareholders login mentioned below for a seamless voting experience.
through NSDL Mobile
App

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. For technical issues, Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL, may contact as below:

NSDL CDSL
Please contact NSDL helpdesk by sending a request at Please contact CDSL helpdesk by sending a request at helpdesk.
[email protected] call at toll free no.:1800 1020 990 [email protected] or contact at022- 23058738 or 022-
and 1800 224 430 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 (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will

  • prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

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

  • vi. On successful login, the system will prompt you to select the “EVEN” i.e., ‘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.

AXISCADES Notice 2023-24

  • 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 - pramod@bmpandco. 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. September 11, 2024 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: MYEPWD1402345612345678 Example for Physical: MYEPWD XXXX1234567890.

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/ common/passwordoptions.aspx

  • b) the member may click “Forgot Password” and enter Folio No. or DPID Client ID and PAN to generate a password.

  • 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.

  1. 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.

  2. 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 1800-309- 4001 or at email: evoting@kfintech. com.

  3. The Board of Directors has appointed Mr. Pramod S. M. of M/s. BMP & Co. LLP, Company Secretaries or failing him CS Biswajit Ghosh of M/s BMP & Co. LLP as the Scrutinizer to scrutinize the e-voting process 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.

  4. The Scrutinizer will submit his report to the Chairman after the completion of scrutiny, and the result of the voting will be announced by the Chairman or a person authorized by him, on or before Friday, September 20, 2024 and will also be displayed on the website of the Company (www. axiscades.com), besides being communicated to the Stock Exchanges, Depositories and Registrar and Share Transfer Agent. The resolutions will be deemed to be passed on the date of AGM subject to receipt of the requisite number of votes in favor of the resolutions.

PROCEDURE FOR INSPECTION OF DOCUMENTS:

  1. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Act and all the documents referred to in the Notice and explanatory statement, including certificate from the Secretarial Auditors under Regulation 13 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 will be available electronically for inspection by the members from the date of circulation of this Notice up to the date of AGM i.e. Wednesday, September 18, 2024. Members seeking to inspect such documents can send an email to [email protected].

OTHER INFORMATION:

  1. Information regarding particulars of the Directors to be appointed/re-appointed 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

AXISCADES Notice 2023-24

for the purpose of disclosure are those prescribed under Listing Regulations viz. Audit Committee and Stakeholders Relationship Committee of Indian public limited companies.

  1. 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 advised to dematerialize the shares with their Depository Participant.

  2. 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

AXISCADES Technologies Limited Sonal Dudani Company Secretary & Compliance Officer [email protected]

to direct change of address notifications, registration of e-mail address and updation of bank account details to their respective DPs.

  1. 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:

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

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

  4. 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.

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

KFin Technologies Limited

Selenium Tower B, Plot Nos. 31 & 32, Financial District, Nanakramguda, Gachibowli, Hyderabad, Telangana - 500032 Toll Free No.1800 309 4001 Email: [email protected]

Contact Person:

Shri Raj Kumar Kale, Assistant Vice President (RIS)