BEFOUND MOVEMENT LIMITED

BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited Reg. Office: 39 RBC Road, Ground Floor, Near DumDum Central Jail, Kolkata- 700028, West Bengal Email ID: [email protected] | Website: www.regencytrust.co.in CIN: L27109WB1988PLC045119| Tel: +91 8108892327

November 29, 2024

To, BSE Limited, P.J. Towers, Dalal Street, Mumbai – 400 001

Scrip Code : 511585

Subject: Notice of Extra-Ordinary General Meeting of the Company

Dear Sir / Madam,

Pursuant to the Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Notice of the Extra- Ordinary General Meeting of the Company scheduled to be held on Monday, December 23, 2024 at 11.00 a.m. through Video Conferencing (VC) or Other Audio-Visual Means (OAVM).

This is for your information and records.

Thanking You,

Yours faithfully,

For Befound Movement Limited

(Formerly known as Regency Trust Limited)

RAJESH Digitally signed by RAJESH BALBIR BALBIR KAPOOR KAPOOR Date: 2024.11.29 16:13:45 +05'30'

Rajesh Kapoor Managing Director DIN - 02757121

BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

Reg. Office: 39 RBC Road, Ground Floor, Near DumDum Central Jail, Kolkata- 700028, West Bengal Email ID: [email protected] | Website: www.regencytrust.co.in CIN: L27109WB1988PLC045119| Tel: +91 8108892327

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

NOTICE is hereby given that Extra- Ordinary General Meeting (EGM) of the Members of Befound Movement Limited (Formerly known as Regency Trust Limited) (the Company) will be held on Monday, December 23, 2024 at 11:00 A.M. through Video Conferencing (‘VC’)/Other Audio-Visual Means (‘OVAM’) in compliance with the applicable provisions of Companies Act, 2013 and the rules notified there under (Deemed Venue: 39, R B C Road, Ground Floor, Near DumDum Central Jail, Kolkata – 700028) to transact the following business:

SPECIAL BUSINESS:

Appointment of Mr. Devdas Sunder Shanti (DIN: 10785497) as an Independent Director

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

“ RESOLVED THAT Mr. Devdas Sunder Shanti (DIN: 10785497) who was appointed as an Additional Director (Non-Executive, Independent) of the Company effective September 24, 2024, by the Board of Directors of the Company, in terms of Section 161 of the Companies Act, 2013 (‘Act’) read with related Rules (including any statutory modification(s), amendment(s) or re-enactment(s) thereof, for the time being in force) and as per the Articles of Association of the Company, and who is eligible for appointment and who has consented to act as a Director of the Company and in respect of whom the Company has received a notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of a Director, be and is hereby appointed as an Independent Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149 and 152 of the Act, read with Schedule IV and other applicable provisions of the Act (including any statutory modification, amendment, or re-enactment thereof for the time being in force), the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Regulation 17, 25 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended, and the Articles of Association of the Company, and on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors of the Company, Mr. Devdas Sunder Shanti (DIN: 10785497), who has been appointed as an Additional Director (NonExecutive, Independent) of the Company, and who meets the criteria for independence as provided in Section 149(6) of the Act and the Rules framed thereunder and Regulation 16(1)(b)

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Formerly known as Regency Trust Limited

of the SEBI Listing Regulations, and who has submitted a declaration to that effect, and who is eligible for appointment, be and is hereby appointed, as an Independent Director of the Company, not liable to retire by rotation, for a term of 5 (Five) years commencing September 24, 2024 through September 23, 2029 (both days inclusive).”

For Befound Movement Limited (Formerly known as Regency Trust Limited) Sd/Rajesh Kapoor Managing Director and CFO DIN - 02757121

Date: November 29, 2024 Place: Mumbai

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BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

NOTES:

Pursuant to the Circular issued by Ministry of Corporate Affairs (MCA Circulars') Circular No. 14/2020 dated 08.08.2020, Circular No.17/2020 dated 13.04.2020, Circular No. 20/2020 dated 05.05.2020, Circular No. 02/2021 dated 13.01.2021, Circular No. 2/2022 dated 05.05.2022, Circular No. 3/2022 dated 05.05.2022, Circular No. 10/2022 and Circular No. 11/2022 dated 28.12.2022, Circular No. 09/2023 dated 25.09.2023 and Pursuant to the Circular issued by Securities & Exchange Board of India ('SEBI Circular’), Circular No. SEBI/HO/CFD/CMD/1/CIR/P/2020/79 dated 12.05.2020, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13.05. 2022, Circular No. SEBI/HO/CFD/ PoD2/CIR/2023/4 dated 05.01.2023 and Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2023/167 dated 07.10.2023 and all other relevant circulars issued from time to time, physical attendance of the Members to the EGM/AGM venue is not required and general meeting be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM/AGM through VC/OAVM.
The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
The Notice calling the AGM has been uploaded on the website of the Company at https://www.regencytrust.co.in/ . The Notice can also be accessed from the website of the Stock Exchange i.e. BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.
Corporate Members intending to send their authorized representatives to attend the Meeting are requested to send a duly certified copy of Board Resolution on the letterhead of the Company, signed by one of the Directors or Company Secretary or any

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BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

other authorized signatory, authorizing their representatives to attend and vote on their behalf at the Meeting. Signature on the resolution should match with the Specimen Signature.

The Company has appointed M/s. MNB & Co. LLP , Practicing Company Secretaries as Scrutinizer to scrutinize the e-voting process.
The result of the e-voting shall be published by the Managing Director of the company on Tuesday, December 24, 2024.
Members desiring any information on the accounts of the Company are requested to write to the Company at least seven days before the date of the Meeting to enable the Company to keep the information ready at the Meeting.
Members who hold shares in dematerialized form are requested to write their Client ID and DP ID Nos. and those who hold shares in physical form are requested to write their Folio No. while login for attending the Meeting.
The e-voting period begins on Friday, December 20, 2024 at 10:00 A.M. and ends on Sunday, December 22, 2024 at 5:00 P.M. During this period, shareholders of the Company, holding shares as on the cut-off date i.e. Monday, December 16, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
The members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again. In case vote is cast by both the modes, then vote cast by remote e-voting prior to the meeting shall prevail. The Members attending the meeting, who have not cast their vote through remote e-voting shall be able to exercise their voting rights during the meeting also.
The voting rights of members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-off Date i.e. Monday, December 16, 2024.
All documents referred to in this notice are open for inspection at the Registered Office of the Company between 11:00 A.M. to 4:00 P.M. on any working day till the date of EGM.

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The facility for voting will also be made available at the EGM and the members attending the EGM who have not already cast their votes by remote e-voting shall be able to exercise their right at the EGM. Members who have cast their votes by remote e-voting prior to EGM may attend the EGM but shall not be entitled to cast their vote again.
Pursuant to proviso to Regulation 40(1) of the Regulations, effective April 01, 2019, the Company is not permitted to process requests for transfer of securities, other than transmission or transposition of names in physical form. So, persons holding shares in physical form are requested to take actions for dematerialization of their holdings to ensure hassle free transactions in the shares.
Members may avail nomination facility in respect of their holdings. Those holding shares in physical form may obtain the nomination form from the RTA. Those holding shares in demat form may approach their DP for registering the nominations.
The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
Since the EGM will be held through VC/OAVM, the Route Map is not annexed with this Notice.

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BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

The instructions for e-voting are as under: -

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, and Pursuant to the Circular issued by Ministry of Corporate Affairs (MCA Circulars') Circular No. 14/2020 dated 08.08.2020, Circular No.17/2020 dated 13.04.2020, Circular No. 20/2020 dated 05.05.2020, Circular No. 02/2021 dated 13.01.2021, Circular No. 2/2022 dated 05.05.2022, Circular No. 3/2022 dated 05.05.2022, Circular No. 10/2022 and Circular No. 11/2022 dated 28.12.2022, Circular No. 09/2023 dated 25.09.2023 and Pursuant to the Circular issued by Securities & Exchange Board of India ('SEBI Circular’), Circular No. SEBI/HO/CFD/CMD/1/CIR/P/2020/79 dated 12.05.2020, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13.05. 2022, Circular No. SEBI/HO/CFD/ PoD-2/CIR/2023/4 dated 05.01.2023 and Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2023/167 dated 07.10.2023, the Company is providing facility of remote e- voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e- voting as well as the e-voting system on the date of the AGM will be provided by CDSL.

INTRUCTIONS FOR SHAREHOLDRES FOR REMOTE E-VOTING ARE AS UNDER:

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

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

(i) The voting period begins on Friday, December 20, 2024 at 10:00 A.M. and ends on Sunday, December 22, 2024 at 5:00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Monday, December 16, 2024 may cast their vote electronically. The e- voting module shall be disabled by CDSL for voting thereafter.

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BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
(iii) Pursuant to the Circular issued by Ministry of Corporate Affairs (MCA Circulars') Circular No. 14/2020 dated 08.08.2020, Circular No.17/2020 dated 13.04.2020, Circular No. 20/2020 dated 05.05.2020, Circular No. 02/2021 dated 13.01.2021, Circular No. 2/2022 dated 05.05.2022, Circular No. 3/2022 dated 05.05.2022, Circular No. 10/2022 and Circular No. 11/2022 dated 28.12.2022, Circular No. 09/2023 dated 25.09.2023 and Pursuant to the Circular issued by Securities & Exchange Board of India ('SEBI Circular’), Circular No. SEBI/HO/CFD/CMD/1/CIR/P/2020/79 dated 12.05.2020, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated 13.05. 2022, Circular No. SEBI/HO/CFD/ PoD-2/CIR/2023/4 dated 05.01.2023 and Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2023/167 dated 07.10.2023, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e- voting process.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

(iv) In terms of SEBI Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 and SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on

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BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode with CDSL Depository	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & My Easi New (Token) Tab. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at cdsl websitewww.cdslindia.comand click on login & My Easi New (Token) Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will

Type
of
shareholders

Login Method

Individual
Shareholders
holding
securities
in
Demat
mode
with
CDSL
Depository

1. Users who have opted for CDSL Easi / Easiest facility, can login
through their existing user id and password. Option will be made
available
to
reach
e-Voting
page
without
any
further
authentication. The users to login to Easi / Easiest are requested to
visit cdsl website www.cdslindia.com and click on login icon & My
Easi New (Token) Tab.
2. After successful login the Easi / Easiest user will be able to see the
e-Voting option for eligible companies where the evoting is in
progress as per the information provided by company. On clicking
the evoting option, the user will be able to see e-Voting page of
the e-Voting service provider for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during
the meeting. Additionally, there is also links provided to access the
system of all e-Voting Service Providers, so that the user can visit
the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is
available at cdsl websitewww.cdslindia.comand click on login &
My Easi New (Token) Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-Voting
link available on www.cdslindia.com home page. The system will

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	authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting optionwhere the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode with NSDL Depository	1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e- Voting service provider name and you will be redirected to e- Voting service provider website for casting your vote during the

authenticate the user by sending OTP on registered Mobile &
Email as recorded in the Demat Account. After successful
authentication, user will be able to see the e-Voting optionwhere
the evoting is in progress and also able to directly access the
system of all e-Voting Service Providers.

Individual
Shareholders
holding
securities
in
demat
mode
with
NSDL
Depository

1. If you are already registered for NSDL IDeAS facility, please visit
the e-Services website of NSDL. Open web browser by typing the
following URL:https://eservices.nsdl.com either on a Personal
Computer or on a mobile. Once the home page of e-Services is
launched, click on the “Beneficial Owner” icon under “Login” which
is available under ‘IDeAS’ section. A new screen will open. You will
have to enter your User ID and Password. After successful
authentication, you will be able to see e-Voting services. Click on
“Access to e-Voting” under e-Voting services and you will be able
to see e-Voting page. Click on company name or e-Voting service
provider name and you will be re-directed to e-Voting service
provider website for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
2. If the user is not registered for IDeAS e-Services, option to register
is available athttps://eservices.nsdl.com.Select “Register Online
for
IDeAS
“Portal
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing
the following URL:https://www.evoting.nsdl.com/either on a
Personal Computer or on a mobile. Once the home page of e-
Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section. A new screen will
open. You will have to enter your User ID (i.e. your sixteen digit
demat account number hold with NSDL), Password/OTP and a
Verification Code as shown on the screen. After successful
authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on company name or e-
Voting service provider name and you will be redirected to e-
Voting service provider website for casting your vote during the

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BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)	remote e-Voting period or joining virtual meeting & voting during the meeting.
	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual
Shareholders
(holding
securities
in
demat
mode)
login
through
their
Depository
Participants
(DP)

remote e-Voting period or joining virtual meeting & voting during
the meeting.

You can also login using the login credentials of your demat account
through your Depository Participant registered with NSDL/CDSL for e-
Voting facility. After Successful login, you will be able to see e-Voting
option. Once you click on e-Voting option, you will be redirected to
NSDL/CDSL Depository site after successful authentication, wherein you
can see e-Voting feature. Click on company name or e-Voting service
provider name and you will be redirected to e-Voting service provider
website for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised

to use Forget User ID and Forget Password option available at abovementioned website.

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

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at 1800 21 09911.
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 022-4886 7000 and 022-2499 7000

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

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(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and

shareholders other than individual holding in Demat form.

1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Click on “Shareholders” module.
3) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) • Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • If both the details are not recorded with the depository or company please enter the member id / folio number in the

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Dividend Bank details field

(vi) After entering these details appropriately, click on “SUBMIT” tab.
(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
(viii) For shareholders holding shares in physical form, the details can be used only for e- voting on the resolutions contained in this Notice.
(ix) Click on the EVSN for Befound Movement Limited on which you choose to vote.
(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

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(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
(xvii) Additional Facility for Non – Individual Shareholders and Custodians – For Remote Voting only.
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively, Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH VC/OAVM & E- VOTING DURING MEETING ARE AS UNDER:

The procedure for attending meeting & e-Voting on the day of the AGM/ EGM is same as the instructions mentioned above for e-voting.
The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e- voting.
Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM/EGM.
Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
Further shareholders will be required to allow Camera and 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 Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable WiFi or LAN Connection to mitigate any kind of aforesaid glitches.
Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their requesting in advance atleast 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected] . The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. These queries will be replied to by the company suitably by email.
Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

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BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

Only those shareholders, who are present in the AGM/EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the EGM/AGM.
If any Votes are cast by the shareholders through the e-voting available during the EGM/AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected] or [email protected] .

2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e- Voting System, you can write an email to [email protected] or contact at 1800 21 09911.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 1800 21 09911.

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BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

The following Statement sets out all material facts relating to the proposed Resolution mentioned in the accompanying Notice.

The Nomination and Remuneration Committee (‘ NRC ’) oversees the succession planning for the Board of Directors (‘ Board ’) of the Company and towards this, it has adopted a methodical, meritocratic, fair and transparent process to ensure that it recommends the right candidate(s) to serve on the Board. The NRC had previously finalized the desired attributes and skills for the selection of the Independent Director(s). Aligned to these, the NRC reviewed the profiles of suitable prospects and based on discussions held with relevant stakeholders, identified Mr. Devdas Sunder Shanti as a suitable candidate to be inducted as an Independent Director on the Board of the Company.

On September 24, 2024, based on the recommendations of the NRC, the Board of the Company, in terms of Section 161 of the Companies Act, 2013 (‘Act’), appointed Mr. Devdas Sunder Shanti (DIN: 10785497) as an Additional Director (Non-Executive, Independent) on the Board of the Company effective September 24, 2024.

Further, based on the recommendations of the NRC and subject to the approval of the Members, the Board, in accordance with the provisions of Section 149 read with Schedule IV to the Act and other applicable provisions of the Act, and Regulation 16 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘ SEBI Listing Regulations ’), appointed Mr. Devdas Sunder Shanti as an Independent Director of the Company, not liable to retire by rotation, for a term of 5 (five) years commencing from September 24, 2024 through September 23, 2029 (both days inclusive).

The Board noted that Mr. Devdas Sunder Shanti background, qualification, experience, skills, attributes and personality is in coherence with the criteria, role and capabilities identified by the NRC and that Mr. Devdas Sunder Shanti is eligible for appointment as an Independent Director.

The Board was satisfied that the appointment of Mr. Devdas Sunder Shanti is justified due to the following reasons

His experience in handling various issues impacting global business.
His understanding of various facets of business including operations, strategy, finance, risk management and governance, compliance, policy advocacy and government relations.

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BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

His expertise in management and administration of Institutions.
His stature as a business leader.

The Company has received a Notice from a Member in writing under Section 160(1) of the Act proposing his candidature for the office of Director. The Company has also received from Mr. Devdas Sunder Shanti: (i) a consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) an intimation in Form DIR-8 in terms of the Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under Section 164(1) and 164(2) of the Act, (iii) a declaration to the effect that he meets the criteria of independence as provided under Section 149(6) of the Act and Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations, (iv) a declaration pursuant to BSE Circular No. LIST/COMP/14/2018-19 dated June 20, 2018 and NSE Circular No. NSE/CML/2018/24 dated June 20, 2018, that he has not been debarred from holding office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority.

Further, Mr. Devdas Sunder Shanti has confirmed that he is independent of the Management of the Company and that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director of the Company.

The profile and specific areas of expertise of Mr. Devdas Sunder Shanti and other relevant information as required under SEBI Listing Regulations and Secretarial Standard on General Meetings are provided as annexure to this Notice.

In the opinion of the Board, Mr. Devdas Sunder Shanti is a person of integrity and fulfils the conditions specified under the Act read with Rules thereunder and the SEBI Listing Regulations for his appointment as an Independent Director of the Company.

Further, based on the recommendations of the NRC, the Board has also appointed Mr. Devdas Sunder Shanti as the Member of the Stakeholders’ Relationship Committee and Member of the Audit Committee and Nomination and Remuneration Committee of the Board, effective September 24, 2024.

The terms and conditions of appointment of Mr. Shanti as an Independent Director would be made available for inspection to the Members on sending a request along with their

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BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

DP/Client ID or Folio No. from their registered e-mail address to the Company at [email protected]. Alternatively, the documents will also be made available at the Registered Office of the Company during office hours on all working days.

None of the Director(s) and/or Key Managerial Personnel of the Company or their respective relatives, except Mr. Devdas Sunder Shanti, to whom the resolution relates, are concerned or interested in the Resolution mentioned in the Notice.

In compliance with the provisions of Section 149 of the Act read with Schedule IV to the Act and Regulation 17 and 25 of the SEBI Listing Regulations, the approval of the Members is sought for the appointment of Mr. Devdas Sunder Shanti as an Independent Director on the Board of the Company, as a special resolution as set out above.

The Board recommends the special resolution set forth in the Notice for the approval of the Members.

For Befound Movement Limited (Formerly known as Regency Trust Limited) Sd/Rajesh Kapoor Managing Director and CFO DIN - 02757121

Date: November 29, 2024 Place: Mumbai

ANNEXURE TO THE NOTICE

Details of Director seeking appointment pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS-2 - Secretarial Standard on General Meetings

Profile and Particulars of experience, attributes or skills that qualify Mr. Devdas Sunder Shanti for Board membership of Mr. Devdas Sunder Shanti (DIN: 10785497)

Mr. Devdas Sunder Shanti born on 21st May, 1979 in Mangalore, Karnataka. He has completed his formal education from Mangalore itself.

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BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

He has over 20 years of successful exposure in the field of Sales and Marketing in various segments. He is now focusing on management of various companies and firms in the advisory capacity.

He is highly skillful in driving high-value revenue and profit plans, large scale cost savings, building prolific strategic alliances to position organization for long-term profitability and enhance productivity & performance.

With his exceptionally distinguished record of accomplishments, Mr. Devdas Sunder Shanti is well poised to add significant value and strength to the Board in the areas of Project Management, Strategy, Business Operations and Sustainability.

Skills and capabilities required for the role and the manner in which Mr. Devdas Sunder Shanti meets such requirements:

The Nomination & Remuneration Committee ( NRC ) had identified amongst others, leadership in large corporations, expertise in the areas of management, strategy, finance, governance & compliance, sustainability, policy advocacy as the skills and capabilities for the role.

Mr. Devdas Sunder Shanti educational background, experience, skills, personality is in coherence with the criteria, role, skills, and capabilities identified by the NRC.

Terms and conditions of appointment:

Mr. Devdas Sunder Shanti will serve for a term of 5 (five) years commencing September 24, 2024 through September 23, 2029 (both days inclusive).

Bodies Corporate (other than Befound Movement Limited) in which Mr. Devdas Sunder Shanti holds Directorships and Committee membership:

0 (Zero)

Disclosure of Relationship inter-se between Directors, Manager and other Key Managerial Personnel:

There is no inter-se relationship between Mr. Devdas Sunder Shanti, other members of the Board and Key Managerial Personnel of the Company.

Shareholding in the Company:

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BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

Mr. Devdas Sunder Shanti does not hold any ordinary equity shares of the Company.

Listed Entities from which Mr. Devdas Sunder Shanti has resigned as Director in past 3 years :

N .A.

Mr. Devdas Sunder Shanti has not been debarred from holding office of a Director by virtue of any Order passed by the Securities and Exchange Board of India or any other such authority.

Page 20 of 20

AI assistant

BEFOUND MOVEMENT LIMITED — Proxy Solicitation & Information Statement 2024

63511_rns_2024-11-29_45345005-0f66-45ef-b58f-4c481f22b03c.pdf

Subject: Notice of Extra-Ordinary General Meeting of the Company

For Befound Movement Limited

(Formerly known as Regency Trust Limited)

BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

SPECIAL BUSINESS:

BEFOUND MOVEMENT LIMITED

Formerly known as Regency Trust Limited

BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

NOTES:

BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

BEFOUND MOVEMENT LIMITED

Formerly known as Regency Trust Limited

BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

The instructions for e-voting are as under: -

INTRUCTIONS FOR SHAREHOLDRES FOR REMOTE E-VOTING ARE AS UNDER:

BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

BEFOUND MOVEMENT LIMITED

Formerly known as Regency Trust Limited

BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

Formerly known as Regency Trust Limited

shareholders other than individual holding in Demat form.

BEFOUND MOVEMENT LIMITED

Formerly known as Regency Trust Limited

BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH VC/OAVM & E- VOTING DURING MEETING ARE AS UNDER:

BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

ANNEXURE TO THE NOTICE

BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

Skills and capabilities required for the role and the manner in which Mr. Devdas Sunder Shanti meets such requirements:

Terms and conditions of appointment:

Bodies Corporate (other than Befound Movement Limited) in which Mr. Devdas Sunder Shanti holds Directorships and Committee membership:

Disclosure of Relationship inter-se between Directors, Manager and other Key Managerial Personnel:

Shareholding in the Company:

BEFOUND MOVEMENT LIMITED Formerly known as Regency Trust Limited

N .A.

More from BEFOUND MOVEMENT LIMITED

BEFOUND MOVEMENT LIMITED Proxy Solicitation & Information Statement 2024