BKV Industries Ltd. - AGM Information 2022

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BOMMIDALA
RAMA KRISHNA
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Digitally signed by BOMMIDALA RAMA KRISHNA DN: c=IN, o=Personal, 2.5.4.20=f9e7102acd3fe035d63830c15643741b9 eeebb5957e504061bade6309f7b65a9, postalCode=522006, st=ANDHRA PRADESH, serialNumber=65e81ae635166c1ebc4d8188cea0 61514fdfbf4e44a9f1ab7c32d4ea8190a9ce, cn=BOMMIDALA RAMA KRISHNA Date: 2022.09.06 10:50:41 +05'30'

BKV INDUSTRIES LIMITED

NOTICE is hereby given that the TWENTY NINTH ANNUAL GENERAL MEETING of the members of BKV INDUSTRIES LIMITED will be held on 28th September 2022 at 03.30 P.M. IST (“AGM”) through Video Conferencing (“VC”) / Other AudioVisual Means (“OAVM”), to seek the consent of the shareholders of the Company (“Members”), on the agenda herein below through remote electronic vo�ng(“E-vo�ng”).

In view of the pandemic situa�on of novel strain of corona virus (“COVID- 19”) and pursuant to the guidelines and no�fica�on issued by the Ministry of Home Affairs, Government of India and in light of the MCA Circulars and pursuant to applicable provisions of the Companies Act and rules made there under. The proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the AGM.

Ordinary Business :

To receive, consider and adopt the Standalone Audited Financial Statements of the Company for the year ended 31stMarch, 2022 and together with the reports of the Board of Directors and Auditors there on.
To appoint a Director in place of Smt. Bommidala Anitha (DIN 00112766), who re�res by rota�on and being eligible, offers herself for re- appointment.

3. Appointment of Auditors:

To consider and if thought fit, to pass with or without modifica�on(s), the following

Resolu�on as an Ordinary Resolu�on:

“RESOLVED that pursuant to the provisions of Sec�ons 139, 141 and 142 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory amendment(s) or re-enactment(s) thereof, for the �me being in force), M/s. Garlapa� & Co., Chartered Accountants (Registra�on No.000892S), be and are hereby appointed as Auditors of the Company, in place of M/s. Kurapa� Subba Rao & Co., Chartered Accountants (Registra�on No:001618S) whose tenure expires at the 29th Annual General Mee�ng, to hold office for a period of five years, from the conclusion of this mee�ng un�l the conclusion of 34th Annual General Mee�ng of the Company in the Calendar Year 2027, and that their remunera�on be fixed by the Board on recommenda�ons of the Audit Commi�ee in addi�on to the reimbursement of Goods and Service tax and actual out of pocket expenses incurred in connec�on with the audit of accounts of the Company for the financial year ending 31st March, 2023 and therea�er each year from �me to �me.”

RESOLVED FURTHER THAT M/S. Garlapa� & Co., Chartered Accountants, if appointed shall hold the office for a period of five years, from the conclusion of the Twenty Ninth Annual General Mee�ng �ll the conclusion of the Thirty Fourth Annual General Mee�ng of the Company, and Audit Commi�ee/ Board of Directors of the Company, be and are hereby authorised to do all such act, deeds, ma�ers and things as may be considered necessary desirable or expedient to give

Special Business:

To appoint Mr. Hari Venkata Nagendra Kola (Din: 09718318) as an Independent Director of the Company and in this regard, to pass with or without modifica�on(s), the following resolu�on as a Special Resolu�on;
“RESOLVED THAT Mr. Hari Venkata Nagendra Kola (Din: 09718318), who was appointed as an addi�onal and independent director, pursuant to Sec�ons 149, 152 and 161 and other relevant provisions of the Companies Act, 2013 and Rules made thereunder (including any statutory modifica�on(s) or re-enactment(s) thereof, for the �me being in force) and whose term of office expires at this Annual General Mee�ng and who is eligible for appointment as an Independent Director and in respect of whom the Company has received a recommenda�on from the Nomina�on and Remunera�on Commi�ee and the Board of Directors of the Company, be and is hereby appointed as an independent director, not liable to re�re by rota�on, for a period of five years w.e.f 29.08.2022 to 28.08.2027.

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BKV INDUSTRIES LIMITED

RESOLVED FURTHER THAT any one of the Directors of the Company be and is hereby severally authorized to do all such acts, deeds and things, and to execute all such documents, instruments and wri�ngs as may be required to give

To appoint Mrs. Maddula Durga Sushma (Din: 09717698) as an Independent Director of the Company and in this regard, to pass with or without modifica�on(s), the following resolu�on as an Special Resolu�on; a

“RESOLVED THAT Mrs. Maddula Durga Sushma (Din: 09717698), who was appointed as an addi�onal and independent director, pursuant to Sec�ons 149, 152 and 161 and other relevant provisions of the Companies Act, 2013 and Rules made thereunder (including any statutory modifica�on(s) or re-enactment(s) thereof, for the �me being in force) and whose term of office expires at this Annual General Mee�ng and who is eligible for appointment as an Independent Director and in respect of whom the Company has received a recommenda�on from the Nomina�on and Remunera�on Commi�ee and the Board of Directors of the Company, be and is hereby appointed as an independent director, not liable to re�re by rota�on, for a period of five years w.e.f 29.08.2022 to 28.08.2027.

For and on behalf of Board of directors of

For BKV Industries Limited

BOMMIDALA RAMA KRISHNA

Managing Director DIN:00105030

Place : Guntur Date: 29.08.2022

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BKV INDUSTRIES LIMITED

NOTES:

  - nd

The Register of Members and Share Transfer Books of the Company shall remain closed from Thursday, 22 September, 2022 to Wednesday, 28th September, 2022 (both days inclusive), for the purpose of Annual General Mee�ng.
In view of the outbreak of COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its Circular No. 20/2020 dated 5th May, 2020, read with Circular No. 14/2020 dated 8th April, 2020, Circular No. 17/2020 dated 13th April, 2020, Circular No. 2/2021 dated 13th January, 2021, Circular No. SEBI/ HO/ CFD/ CMD1/ CIR/ P/ 2020/ 79 dated 12th May 2020 Circular No. SEBI/ HO/ CFD/ CMD21/ CIR/ P/ 2021/ 11 dated 15th January 2021 and Circular no: SEBI/HO/CFD/CMD2/CIR/P/2022/62 date 13th May 2022 issued by the Securi�es Board of India in this regard. (collec�vely referred to as “MCA Circulars”) permi�ed the holding of the AGM through VC/OAVM.
Therefore, the Mee�ng will be organized without the presence of Members and their proxies at mee�ng venue. Members can a�end and par�cipate in AGM through VC/ OAVM.
In compliance with the provisions of the Companies Act, 2013 (the “Companies Act”), the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015, as amended (“SEBI Lis�ng Regula�ons”) and the MCA and SEBI Circulars, the AGM of the Company is being held through VC / OAVM, without the physical presence of the Members at a common venue. In accordance with the Secretarial Standard-2 on General Mee�ngs issued by the Ins�tute of Company Secretaries of India (“ICSI”) read with Clarifica�on/ Guidance on applicability of Secretarial Standards-1 and 2 issued by the ICSI, the proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed venue of the AGM.
This AGM No�ce is being sent to all the Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from Na�onal Securi�es Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on 02nd September, 2022.
The Board of Directors of the Company (the “Board”, which term shall deemed to include any Commi�ee(s) cons�tuted/ to be cons�tuted by the Board, from �me to �me) has appointed Mr. K. Srinivasa Rao (Membership No. F5599), Partner of M/s. K. Srinivasa Rao &Co., Prac�cing Company Secretaries, as the Scru�nizer to scru�nize the e- vo�ng process in a fair and transparent manner.
Pursuant to the provisions of Sec�on 105 the Companies Act, a Member en�tled to a�end and vote at the AGM is en�tled to appoint a Proxy to a�end and vote on his/ her behalf and the Proxy need not be a Member of the Company. However, since this AGM is being held pursuant to the applicable MCA and SEBI Circulars as men�oned here in above, through VC/OAVM, physical a�endance of Members has been dispensed with. Accordingly, the facility for appointment of Proxies by the Members will not be available for the AGM and hence the Proxy Form and A�endance Slip are not annexed to this AGM No�ce.
Corporate/Ins�tu�onal Members (i.e. other than Individuals, HUF, NRIs, etc.) are required to send a scanned cer�fied true copy (PDF Format) of the Board Resolu�on/ Authority Le�er, etc., authorizing their representa�ve to a�end the AGM through VC/ OAVM on their behalf and to vote through remote e-vo�ng or during the AGM. The said Resolu�on/ Authoriza�on shall be sent to the Scru�nizer by email through i ts r e gis t er ed email address to k s r [email protected] with a copy m ark e d to [email protected]
The Member's log-in to the Video Conferencing pla�orm using the remote e - vo�ng creden�als shall be considered for record of a�endance at the AGM and such Member a�ending the Mee�ng will be counted for the purpose of reckoning the quorum under Sec�on 103 of the Companies Act.
SEBI has mandated the submission of Permanent Account Number (PAN) by every par�cipant in securi�es market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Par�cipants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company/RTA.

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The Company's Registrar and Transfer Agents for its Share Registry Work (Physical and Electronic) are M/s. KFin Technologies Limited (“Kfintech”) (formerly known as “Karvy Fintech Private Limited”) having their office at Selenium Building, Tower B, Plot Nos. 31-32, Gachibowli, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad- 500 032. In compliance with the aforesaid MCA Circulars and SEBI Circulars. AGM No�ce is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ KFintech/ Depositories. Members may note that the AGM No�ce will also be available on the Company's website www.bkvindustries.in and website of the Stock Exchanges i.e. BSE Limited at www.bseindia.com / respec�vely and on the website Kfintech of h�ps://evo�ng.kfintech.com for any communica�on, the Members may also send a request to the Company's email :[email protected] Pursuant to the provisions of Sec�on 108 of the Companies Act read with Rule 20 of the Companies (Management and Administra�on) Rules, 2014 (as amended) and Regula�on 44 of the Lis�ng Regula�ons and the MCA Circulars, the Company is providing the facility of remote e - vo�ng to its Members in respect of the business to be transacted at the AGM. The facility of cas�ng votes by a member using remote e - vo�ng system will be provided by Kfin Technologies Limited.

AGM through VC/OAVM: Members will be provided with a facility to a�end the AGM through video conferencing pla�orm provided by the Company. Members can join the AGM 15 minutes before and a�er the scheduled �me of commencement of the AGM. The facility of par�cipa�on at the AGM through VC/OAVM will be made available on first come first served basis, in accordance with the MCA Circulars.

Instruc�ons for Members for a�ending the AGM through VC/OAVM are as under:
A�ending the AGM: Members will be provided with a facility to a�end the AGM through video conferencing pla�orm provided by the Company.
i. Members are requested to visit: h�p://bkvind.makvel.in and click on the “e-AGM Video Conference & Streaming” to join the Mee�ng.
ii. Members may join the Mee�ng through Laptops, Smart phones, Tablets and iPads for be�er experience. Further, Members will be required to use Internet with a good speed to avoid any disturbance during the Mee�ng. Members will need the latest version of Chrome, Safari, Internet Explorer 11, MS Edge or Firefox. Please note that par�cipants connec�ng from Mobile Devices or Tablets or through Laptops connec�ng via mobile hotspot may experience Audio/Video loss due to fluctua�on in their respec�ve network. It is therefore recommended to use stable Wi-Fi or LAN connec�on to mi�gate any glitches.
iii. Members who need assistance before or during the AGM may contact Mr. Bhanu Kumar, CFO - at Tel : +0863 - 2355108 or send an email request at the email id : [email protected] or evo�[email protected]
Procedure for Remote E-vo�ng In compliance with the provisions of Sec�on 108 of the Companies Act read with Rule 20 of the Companies (Management and Administra�on) Rules, 2014, as amended from �me to �me and provisions of Regula�on 44 of the Lis�ng Regula�ons, the MCA Circulars and the circulars issued by the SEBI, the Members are provided with the facility to cast their vote electronically, through the e- vo�ng services provided by Kfin Technologies Limited, on the Resolu�on set forth in this AGM No�ce, through remote e - vo�ng.
I. The remote e-vo�ng facility will be available during the following period: Day, date and �me of Commencement of remote e-vo�ng From: Sunday 25th September, 2022 at 10:00 A.M. Day, date and �me of end of remote e-vo�ng beyond which remote e-vo�ng will not be allowed To: Tuesday, 27th September, 2022 at 5:00 P.M. Cutoff date for e- vo�ng: 21st September, 2022.
ii. The remote e - vo�ng will not be allowed beyond the afore said date and �me and the e-vo�ng module shall be disabled by KFintech up on expiry of the afore said period.
iii. Details of Website : h�ps://evo�ng.kfintech.com once the vote on a resolu�on is cast by a Member, the Member shall not be allowed to change it subsequently.

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BKV INDUSTRIES LIMITED

iv. This AGM No�ce is being sent to all the Members, whose names appear in the Register of Members/ List of Beneficial Owners as received from Na�onal Securi�es Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) as on 27th August, 2022. Any person who acquires Equity Shares and becomes a Member a�er 28th August, 2022 and holds shares as on the cut-off date, i.e. 27th August, 2022, may obtain the User ID and Password in the manner as men�oned below:
a. If email address or mobile number of the Member is registered against Folio No./ DP ID Client ID, then on the home page of h�ps://evo�ng.karvy.com, the Member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a password.
b. Member may call KFintech's Toll free number 1-800-309- 4001.
c. Member may send an email request to [email protected] However, Kfintech shall endeavor to send User ID and Password to those new Members whose email ID's are available.
v. Details of person(s) to be contacted for issues rela�ng to e- vo�ng : N. Shyam Kumar Manager - RIS, Kfin Technologies Limited Unit : BKV Industries Limited, Selenium Building, Tower B, Plot Nos. 31-32, Gachibowli, Financial District, Nanakramguda, Serilingampally, Hyderabad - 500032.

Tel. No.: +91 40 67162222; Toll Free No.: 1-800-309-4001;

Fax No.: +91 40 2342 0814. E-mail: [email protected]

The instruc�ons for remote e-vo�ng are as under:

i. Launch internet browser by typing the URL: h�ps://evo�ng.kfintech.com
ii. Enter the login creden�als provided in the email and click on Login.
iii. Password change menu appears when your login for the first �me with default password. You will be required to mandatorily change the default password.
iv. The new password should 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.,).
v. Update your contact details like mobile number, email address, etc. if prompted. You may also enter a secret ques�on and answer of your choice to retrieve your password in case you forget it. It is strongly recommended not to share your password with any other person and take utmost care to keep it
vi. Login again with the new creden�als.
vii. On successful login, the system will prompt you to select the “EVENT” i.e. “BKV Industries Limited”.
viii. On the vo�ng page, enter the number of shares (which represents the number of votes) as on the Cut-off date under “FOR / AGAINST” or alterna�vely, you may par�ally enter any number in “FOR” and par�ally “AGAINST” but the total number in “FOR / AGAINST” taken together shall not exceed your total shareholding as men�oned above. 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.
ix. Members holding mul�ple folios s may choose to vote differently for each folio / demat account.
x. You may then cast your vote by selec�ng an appropriate op�on and click on “Submit. A confirma�on box will be displayed. Click “OK” to confirm or “CANCEL” to modify. Once you confirm the vo�ng on the resolu�on, you will not be allowed to modify your vote therea�er. During the vo�ng period, members can login mul�ple �mes and vote un�l they confirm the vo�ng on the resolu�on by clicking “SUBMIT”.
xi. Corporate/ins�tu�onal members (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned image (PDF/ JPG format) of cer�fied true copy of relevant board resolu�on/authority le�er, etc. together

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BKV INDUSTRIES LIMITED

with a�ested specimen signature of the duly authorised signatory(ies) who is/are authorised to vote, to the Scru�niser through email at and may also upload the same in the e-vo�ng module in their login. The scanned image of the above documents should be in the naming format 'CLEL_EVENT No’

xii. In case of any queries/grievances, you may refer the Frequently Asked Ques�ons (FAQs) for Members at h�ps://evo�ng.kfintech.com/public/Faq.aspx or call KFin on 1-800-309-4001 (toll free).

Those members who have not yet registered their email addresses are requested to get their email addresses registered with KFin, by following the procedure men�oned below:

Visit the link: AGM/EGM - Mobile & Email Registra�on

h�ps://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx

i. Select the company name i.e. BKV INDUSTRIES LIMITED
ii. Select the Holding type from the drop down i.e. - NSDL / CDSL / Physical
iii. Enter DPID - Client ID (in case shares are held in electronic form) / Physical Folio No. (in case shares are held in physical form) and PAN.
iv. If PAN details are not available in the system, the system will prompt to upload a self-a�ested copy of the PAN card for upda�ng records.
v. In case shares are held in physical form and PAN is not available in the records, please enter any one of the Share Cer�ficate No. in respect of the shares held by you.
vi. Enter the email address and mobile number.
vii. System will validate DP ID – Client ID/ Physical Folio No. and PAN / Share cer�ficate No., as the case may be, and send the OTP at the registered Mobile number as well as email address for valida�on.
viii. Enter the OTPs received by SMS and email to complete the valida�on process. OTPs validity will be for 5 minutes only.
ix. The No�ce and e-vo�ng instruc�ons along with the User ID and Password will be sent on the email address updated by the member.
x. Alterna�vely, members may send an email request addressed to [email protected] along with scanned copy of the request le�er duly signed by the first shareholder, providing the email address, mobile number, self-a�ested copy of PAN and Client Master copy in case shares are held in electronic form or copy of the share cer�ficate in case shares are held in physical form, to enable KFin to register their email address and to provide them the No�ce and the e-vo�ng instruc�ons along with the User ID and Password.
xi. Please note that in case the shares are held in electronic form, the above facility is only for temporary registra�on of email address for receipt of the No�ce and the e-vo�ng instruc�ons along with the User ID and Password. Such members will have to register their email address with their D P s permanently, so that all communica�ons are received by them in electronic form.
xii. In case of queries, members are requested to write to [email protected] or call at the toll free number 1-800- 309-4001
Login method for e-Vo�ng and Individual shareholders holding securi�es in demat mode In terms of SEBI circular dated December 9, 2020

on e-Vo�ng facility provided by Listed Companies,

Individual shareholders holding securi�es in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Par�cipants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Vo�ng facility.

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BKV INDUSTRIES LIMITED

	BKV INDUSTRIES LIMITE
Type of shareholders	Login Method
Individual Shareholders holding securi�es in demat mode with NSDL	1. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing t h e f o l l o w i n g U R L : either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is available under 'IDeAS' sec�on. A new screen will open. You will have to enter your User ID and Password. A�er successful authen�ca�on, you will be able to see e- Vo�ng services. Click on “Access to e-Vo�ng” under e-Vo�ng services and you will be able to see e-Vo�ng page. Click on company name or e-Vo�ng service provider name and you will be re-directed to e-Vo�ng service provider website for cas�ng your vote during the remote e-Vo�ng period or joining virtual mee�ng & vo�ng during the mee�ng. 2. If the user is not registered for IDeAS e-Services, op�on to register is available at h�ps://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at h�ps://eservices.nsdl.com/SecureWeb/Ideas Direct Reg.jsp 3. Visit the e-Vo�ng website of NSDL. Open web browser by typing the following URL: h�ps://www.evo�ng.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Vo�ng system is launched, click on the icon “Login” which is available under 'Shareholder/Member' sec�on. 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 Verifca�on Code as shown on the screen. A�er successful authen�ca�on, you will be redirected to NSDL Depository site wherein you can see e-Vo�ng page. Click on company name or e-Vo�ng service provider name and you will be redirected to e-Vo�ng service provider website for cas�ng your vote during the remote e-Vo�ng period or joining virtual mee�ng & vo�ng during the mee�ng.
Individual Shareholders (holding securi�es in demat mode) login through their depository par�cipants	1. Exis�ng user of who have opted for Easi / Easiest, they can login through their user id and password. Op�on will be made available to reach e-Vo�ng page without any further authen�ca�on. The URL for users to login to Easi / Easiest are h�ps://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. 2. A�er successful login of Easi / Easiest the user will be also able to see the E Vo�ng Menu. The Menu will have links of e-Vo�ng service provider i.e. NSDL, KFINTECH, LINK NTIME, CDSL. Click on e-Vo�ng service provider name to cast your vote. 3. If the user is not registered for Easi/Easiest, op�on to register is available at h�ps://web.cdslindia.com/myeasi./Registra�on/Easi Registra�on Alterna�vely, the user can directly access e-Vo�ng page by providing demat Account Number and PA N No. from a link in www.cdslindia.com home page. The system will authen�cate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. A�er successful authen�ca�on, user will be provided links for the respec�ve ESP where the E Vo�ng is in progress.
Individual Shareholders holding securi�es in demat mode with CDSL	You can also login using the login creden�als of your demat account through your Depository Par�cipant registered with NSDL/ CDSL for e-Vo�ng facility. Once login, you will be able to see e-Vo�ng op�on. Once you click on e-Vo�ng op�on, you will be redirected to NSDL/CDSL Depository site a�er successful authen�ca�on, wherein you can see e-Vo�ng feature. Click on company name or e-Vo�ng service provider name and you will be redirected to e-Vo�ng service provider website for cas�ng your vote during the remote e-Vo�ng period or joining virtual mee�ng & vo�ng during the mee�ng.

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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password op�on available at abovemen�oned website.

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

Depository i.e. NSDL and CDSL.
Login type	Helpdesk details
Individual Shareholders holding securi�es in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evo�[email protected] or call at toll free No.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securi�es in demat mode with CDSL	Members facing any technical issue in login can contact CDSL help desk by sending a request at helpdesk.evo�[email protected] or contact at 022-23058738 or 22- 23058542-43

Corporate/ Ins�tu�onal Members (i.e. other than Individuals, HUF, NRIs, etc.) are also required to send scanned cer�fied true copy (PDF Format) of the Board Resolu�on/ Authority Le�er etc., together with a�ested specimen signature(s) of the duly authorised representa�ve(s), to the Scru�nizer at email ID at a copy to They may also upload the same in the e- vo�ng module in their login. The scanned image of the above men�oned documents should be in the naming format “Corporate Name_EVENT NO”. In case of any query pertaining to e-vo�ng, please visit Help & FAQs sec�on and e-vo�ng User Manual available at the download sec�on of KFintech's website h�ps://evo�ng.kfintech.com or at evo�[email protected] or call Toll free No. 1- 800-309-4001, for any further clarifica�ons.

Instruc�ons for Members for Vo�ng during the AGM:

As per the MCA circulars on conduc�ng of AGM through VC/OAVM the vo�ng at AGM may conducted through poll by using e vo�ng system provided by the Company or show of hands. The shareholders may cast their votes by using e vo�ng system provided by the Company on resolu�ons set out in the no�ce up on men�oning their details i.e. Name, PAN and no. of shares held at the e vo�ng page provided by the Company, visit. h�p://bkvind.makvel.in

As per the provisions of the Companies Act, If the vo�ng at AGM through VC/OAVM conducted by way of show of hands as may be decided by the Chairman then each shareholder can cast one vote irrespec�ve of their shareholding.

Procedure for registering the email addresses and obtaining the AGM No�ce and e-vo�ng instruc�ons by the Members whose email addresses are not registered with the Depositories (in case of Members holding shares in Demat form) or with KFintech (in case of Members holding shares in physical form) :
i. Those Members who have not yet registered their email addresses are requested to get their email addresses registered by following the procedure given below:
a. Members holding shares in demat form can get their email ID registered by contac�ng their respec�ve Depository Par�cipant.
b. Members holding shares in physical form may register their email address and mobile number with Company's Registrar and Transfer Agents, KFin Technologies Limited by sending an email request at the email ID: [email protected] along with signed scanned copy of the request le�er providing the email address, mobile number, self-a�ested copy of the PAN card and copy of the Share Cer�ficate for registering their email address and receiving the AGM No�ce and the e-vo�ng instruc�ons.
ii. To facilitate Members to receive this AGM No�ce electronically and cast their vote electronically, the Company has made special arrangements with KFintech for registra�on of email addresses of the Members in terms of the MCA Circulars. Eligible Members who have not submi�ed their email address to the Company or Kfintech are required to

Twenty Ninth Annual Report 2021 - 2022

BKV INDUSTRIES LIMITED

provide their email address to Kfintech, on or before 5:00 p.m. (IST) on 20th September, 2022. Process to be followed for Registra�on of E-mail address with KFintech for receiving the AGM No�ce and login ID and password for e -vo�ng is as under:

  - i. Visit the link: h�ps://ris.kfintech.com/emailregistra�on/

  - ii. Select the Company name: BKV INDUSTIRES LIMITED.

  - iii. Enter the DP ID &Client ID / Physical Folio Number and PAN details. In the event the PAN details are not available on record for Physical Folio, Member shall enter one of the Share Cer�ficate numbers.

  - iv. Upload a self-a�ested copy of the PAN card for authen�ca�on. If PAN details are not available in the system, the system will prompt the Member to upload a self-a�ested copy of the PAN card for update.

  - v. Enter your email address and mobile number.

  - vi. The system will then confirm the email address for receiving this AGM No�ce. The process for registra�on of email address with the Company for receiving the AGM No�ce and login ID and password for e-vo�ng is as under: Members are requested to visit the website of the RTA h�ps://evo�ng.kfintech.com for email registra�on and click on “Click here for temporary registra�on of email-id of Members for AGM 2022” and follow the process as men�oned on the landing page to receive the AGM No�ce and Vo�ng Instruc�ons.

  - i   A�er successful submission of the email address, KFintech  will email a copy of this AGM No�ce along with the e- vo�ng user ID and password. In case of any queries, Members are requested to write to Kfintech.

  - ii. Those Members who have already registered their email addresses are requested to keep their email addresses validated/updated with their DPs / KFintech to enable servicing of no�ces / documents / Annual Reports and other communica�ons electronically to their email address in future.

Submission of Ques�ons / Queries prior to AGM:
a. Members desiring any addi�onal informa�on or having any ques�on or query pertaining to the business to be transacted at the AGM are requested to write to the Company Secretary on the Company's investor email-id: [email protected] at least 3 (three) days before the date of the AGM so as to enable the Management to keep the informa�on ready. Please note that, Members' ques�ons will be answered only if they hold the shares as on the cut - off date i.e. 22nd September, 2022.
b. Alterna�vely, Members holding shares as on the cut-off date may also visit h�ps://emee�ngs.kfintech. com and click on the tab “Post Your Queries Here” to post their queries/views/ques�ons in the window provided, by men�oning their name, demat account number/folio number, email ID and mobile number. The window shall be closed 72 hours
Speaker Registra�on before AGM:
a. In addi�on to the above, the speaker registra�on may also be allowed during the remote e-vo�ng period. Members who wish to register as speakers are requested to Contact. Mr. K. Bhanu Kumar, Phone No: 9848620957 and email-id: [email protected] Members shall be provided with a “queue number” before the AGM. Members are requested to remember the same and wait for their turn to be called by the Chairman of the Mee�ng during the Ques�on and Answer Session. Due to inherent
limita�on of transmission and coordina�on during the AGM, the Company may have to dispense with or curtail the Ques�on and Answer Session.
b. Members will be provided with the facility to a�end the AGM through VC/ OAVM through may access at h�ps://bkvind.makvel.in by clicking “e-AGM Video Conference & Streaming” and join the Mee�ng by using the remote e-vo�ng creden�als.
General Instruc�ons/Informa�on for Members for vo�ng on the Resolu�on at the AGM:
a. Members who are present at the AGM through VC/ OAVM facility and have not cast their votes on the Resolu�on through remote e-vo�ng may cast their votes during the AGM through the e-vo�ng system provided by Kfintech during the Mee�ng. Members who have already cast their votes by remot e e-vo�ng are eligible to a�end the Mee�ng; however, these Members are not en�tled to cast their vote again in the Mee�ng.

Twenty Ninth Annual Report 2021 - 2022

BKV INDUSTRIES LIMITED

b. The vo�ng rights of Members shall be in propor�on to the paid-up value of their shares in the Equity Share capital of the Company as on the cut-off date i.e. 22nd September, 2022. Members are eligible to cast their vote either through remote e-vo�ng or in the AGM, only if they are holding Shares as on that date. A person who is not a Member as on the cut-off date is requested to treat this AGM No�ce for informa�on purposes only.
c. The Scru�nizer a�er scru�nizing the votes through remote e-vo�ng and e-votes cast at the Mee�ng will, not later than 48 hours of conclusion of the Mee�ng, make a consolidated Scru�nizer's Report of the votes cast in favour or against, if any and submit the same forthwith to the Chairman or a person duly authorized by the Chairman who shall counter sign the same and declare the results of the vo�ng. The results declared along with the consolidated Scru�nizer's Report will be placed on the website of the Company on or before 30th September, 2022 immediately a�er the results are declared and will simultaneously be forwarded to BSE Limited, where the Equity Shares are listed.
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d. The Resolu�on shall be deemed to be passed on the date of the Mee�ng, i.e. 28 September, 2022, subject to receipt of the requisite number of votes in favour of the Resolu�on.
The Register of Directors and Key Managerial Personnel and their , maintained under Sec�on170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Sec�on 189 of the Act, will be available electronically for inspec�on by the members during the AGM. All documents referred to in the No�ce will also be available for electronic inspec�on without any fee by the members from the date of circula�on of this No�ce up to the date of AGM. Members seeking to inspect such document scan send an email to [email protected] The same will be replied by the Company suitably.
As per Regula�on 40 of SEBI Lis�ng Regula�ons, as amended, securi�es of listed companies can be transferred only in dematerialized form with effect from April 1, 2019, except incase of request received for transmission or transposi�on of securi�es. In view of this and to eliminate all risks associated with physical shares and for ease of por�olio management, members holding shares in physical form are requested to consider conver�ng their holdings to dematerialized form. Members can contact the Company or Company's Registrars and Transfer Agent M/s Kfin Technologies Limited for assistance in this regard.
The explanatory statement pursuant to Sec�on 102 of the Company's Act., in respect of the business asset out in the AGM no�ce is annexed hereto.

21. EXPLANATORY STATEMENT

Item no.4

To appoint Mr. Hari Venkata Nagendra Kola (DIN: 09718318) as an Independent Director of the Company and in this regard, to pass with or without modifica�on(s), the following resolu�on as an Special Resolu�on;

The Board of Directors had appointed Mr. Hari Venkata Nagendra Kola (DIN: 09718318), as an Addi�onal Director of the Company classified as an Independent Director, for a term of five years commencing from 29th August 2022, subject to the approval of the Members. Pursuant to the provisions of Sec�on 161(1) of the Act and Ar�cles of Associa�on of the Company, Mr. Hari Venkata Nagendra Kola (DIN: 09718318) shall hold office upto the date of this AGM and is eligible to be appointed as an Independent Director. The Company has, in terms of Sec�on 160(1) of the Act, received a recommenda�on of Nomina�on and Remunera�on Commi�ee of the Company, recommending his candidature for the office as an Independent Director. Accordingly, it is proposed to approve the appointment of Mr. Hari Venkata Nagendra Kola (DIN: 09718318) as an Independent Director of the Company, not liable to re�re by rota�on, for a term of five consecu�ve years commencing from 29th August 2022 upto 28th August 2027. Mr. Hari Venkata Nagendra Kola (DIN: 09718318) is not disqualified from being appointed as a Director in terms of Sec�on 164 of the Companies Act, 2013 (“the Act”) nor debarred from holding the office of director by virtue of any SEBI order or any other such authority from being appointed as an Independent Director and has given his consent to act as an Independent Director. The Company has also received a declara�on from Mr. Hari Venkata Nagendra Kola (DIN: 09718318) that he meets the criteria of independence as prescribed under Sec�on 149(6) of the Act and under the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“SEBI Lis�ng Regula�ons”). Details of Mr. Hari Venkata Nagendra Kola (DIN: 09718318) are provided in Annexure to this No�ce, pursuant to the provisions of SEBI Lis�ng Regula�ons and Secretarial Standard on General Mee�ngs (“SS-2”), issued by the Ins�tute of Company Secretaries of India.

Twenty Ninth Annual Report 2021 - 2022

BKV INDUSTRIES LIMITED

The terms and condi�ons of his appointment shall be available on the website of the Company and open for inspec�on by the Members at the Registered Office of the Company during the normal business hours on any working day (except Saturday) and will also be kept open at the venue of the AGM.

Brief profile: : He has excep�onal educa�onal track record since he is holding master degree in Medicine as well as he has outstanding knowledge in Medical, business Development and management. Qualified/cer�fied in the online proficiency self assessment test for independent directors' data bank by the Indian ins�tute of corporate affairs.

Mr. Hari Venkata Nagendra (DIN: 09718318) is interested in the resolu�on set out at item no.4 of the no�ce with regard to his appointment.

None of the other Directors / Key Managerial Personnel of the Company / their rela�ves are, in any way, concerned or interested, financially or otherwise, in the resolu�on. Accordingly, consent of the members is sought by way of an Special Resolu�on as set out in Item No. 4 of the No�ce. The Board recommends the Resolu�on for your approval. Item No.5

To appoint Mrs. Maddula Durga Sushma (DIN: 09717698) as an Independent Director of the Company and in this regard, to pass with or without modifica�on(s), the following resolu�on as an Special Resolu�on;

The Board of Directors had appointed Mrs. Maddula Durga Sushma (DIN: 09717698), as an Addi�onal Director of the Company classified as an Independent Director, for a term of five years commencing from 29th August 2022, subject to the approval of the Members. Pursuant to the provisions of Sec�on 161(1) of the Act and Ar�cles of Associa�on of the Company, Mrs. Maddula Durga Sushma (DIN: 09717698), shall hold office upto the date of this AGM and is eligible to be appointed as an Independent Director. The Company has in terms of Sec�on 160(1) of the Act, received a recommenda�on of Nomina�on and Remunera�on Commi�ee of the Company, recommending his candidature for the office as an Independent Director. Accordingly, it is proposed to approve the appointment of Mrs. Maddula Durga Sushma (DIN: 09717698) as an Independent Director of the Company, not liable to re�re by rota�on, for a term of five consecu�ve years commencing from 29th August 2022 upto 28th August 2027. Mrs. Maddula Durga Sushma (DIN: 09717698) is not disqualified from being appointed as a Director in terms of Sec�on 164 of the Companies Act, 2013 (“the Act”) nor debarred from holding the office of director by virtue of any SEBI order or any other such authority from being appointed as an Independent Director and has given his consent to act as an Independent Director. The Company has also received a declara�on from Mrs. Maddula Durga Sushma (Din: 09717698), that he meets the criteria of independence as prescribed under Sec�on 149(6) of the Act and under the Securi�es and Exchange Board of India (Lis�ng Obliga�ons and Disclosure Requirements) Regula�ons, 2015 (“SEBI Lis�ng Regula�ons”). Details of Mrs. Maddula Durga Sushma (Din: 09717698are provided in Annexure to this No�ce, pursuant to the provisions of SEBI Lis�ng Regula�ons and Secretarial Standard on General Mee�ngs (“SS-2”), issued by the Ins�tute of Company Secretaries of India.

Brief profile: Mrs. Maddula Durga Sushma (DIN: 09717698), She has good educa�onal track record and very rich experience in the field of financial repor�ng and Corporate Laws, since she is a Fellow member of ICAI (FCA) , Registered Valuer on Financial Assets from IBBI and Qualified/cer�fied in the online proficiency self assessment test for independent directors' data bank by the Indian ins�tute of corporate affairs.

She has 10 years of vast experience in Accoun�ng. Mrs. Maddula Durga Sushma (DIN: 09717698is interested in the resolu�on set out at Item No. 5 of the No�ce with regard to her appointment.

None of the other Directors / Key Managerial Personnel of the Company / their rela�ves are, in any way, concerned or interested, financially or otherwise, in the resolu�on. Accordingly, consent of the members is sought by way of an Special Resolu�on as set out in Item No. 5 of the No�ce. The Board recommends the Resolu�on for your approval

Twenty Ninth Annual Report 2021 - 2022

BKV INDUSTRIES LIMITED

Addi�onal Informa�on with respect to Item No. 2,3,4 and 5 in this No�ce, under regula�on 36 of SEBI (LODR) Regula�ons & Secretarial Standard on General Mee�ngs (“SS-2”), issued by The Ins�tute of Company Secretaries of India Details of Directors Seeking Appointment/Re-appointment and are provided herein below.

Item No: 2

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Item No:3

Informa�on to shareholders under regula�on 36 of SEBI (LODR) Regula�ons includes Basis of recommenda�on for appointment including the details in rela�on to and creden�als of the statutory auditor(s) proposed to be appointed and Proposed fees payable to the statutory auditor(s) along with terms of appointment and in case of a new auditor, any material change in the fee payable to such auditor from that paid to the outgoing auditor along with the ra�onale for such change:

The Members of the Company at the 24 Annual General Mee�ng (“AGM”) held on September 6, 2017 had approved the appointment M/s. Kurapa� Subba Rao & Co., Chartered Accountants (Registra�on No:001618S)

as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the 24 AGM to the conclusion of the 29th AGM. Accordingly, M/s. Kurapa� Subba Rao & Co., Chartered Accountants, will complete their term as Statutory Auditors of the Company on conclusion of this AGM and cease to be the Statutory Auditors of the Company. The Board of Directors of the Company (“the Board'), on the recommenda�on of the Audit Commi�ee (“the Commi�ee”), has recommended for the approval of the Members, the appointment of M/s. Garlapa� & Co., Chartered Accountants (Registra�on No.000892S) Guntur as the Statutory Auditors of the Company for a period of 5 (Five) years in accordance with the requirements of the Companies Act, 2013 (“the Act”), to hold office from the conclusion of this AGM �ll the conclusion of the 34th AGM. Before recommending the appointment of M/s. Garlapa� & Co., Chartered

Twenty Ninth Annual Report 2021 - 2022

BKV INDUSTRIES LIMITED

Accountants (Registra�on No.000892S), as the Statutory Auditors of the Company, the Commi�ee considered various parameters like capability to serve a diverse and complex business landscape as that of the Company, previous track record in the company as statutory Auditors, audit experience in the Company's opera�ng segments, market standing of the firm, clientele served, technical knowledge etc., and found M/s. Garlapa� & Co., (Chartered Accountants), to be suitable to handle the scale, diversity and complexity associated with the audit of the financial statements of the Company. The Statutory Auditors fulfil the eligibility criteria, including rela�ng to independence and conflict. M/s. Garlapa� & Co.,(Registra�on No.000892S) Guntur is a Chartered Accountant Firm registered with Ins�tute of Chartered Accountants of India. The firm was established in three decades. The firm provides a range of services which include audit & assurance, taxa�on, advisory & accoun�ng. The firm has significant experience in providing audi�ng, taxa�on and advisory services to banks and other financial services clients. They have given their consent to act as the Statutory Auditors of the Company and have confirmed that the said appointment, if made, will be in accordance with the condi�ons prescribed under Sec�ons 139 and 141 of the Act. The proposed remunera�on to be paid to M/s. Garlapa� & Co., Chartered Accountants (Registra�on No.000892S), for FY 2022-23 for statutory audits mutually decided by the Board and Auditors which shall not exceed Rs 2 Lakhs. Further, there is no material change in the remunera�on paid to the outgoing auditors and the proposed auditors. In view of the aforesaid, the Board recommends the resolu�on set forth in Item No. 3 for approval of the Members. None of the Directors, Key Managerial Personnel and their rela�ves, other than to the extent of their shareholding in the Company, are concemed / interested, financially or otherwise, in the said resolu�on.

ANNEXURE TO THE NOTICE EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS

PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (“the Act”)

Item No: 4

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Twenty Ninth Annual Report 2021 - 2022

BKV INDUSTRIES LIMITED

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The above independent directors is not disqualified from being the provisions of (i) SEBI (Lis�ng Obliga�ons and appointed as a Director/s in terms of Sec�on 164 of the Disclosure Requirements) Regula�ons, 2015 and (ii) Act and have given their consent to act as a Director.

For and on behalf of Board of directors of

For BKV Industries Limited

BOMMIDALA RAMA KRISHNA

Place : Guntur Date:29.08.2022

Managing Director DIN:00105030

Twenty Ninth Annual Report 2021 - 2022

AI assistant

BKV Industries Ltd. AGM Information 2022

63407_rns_2022-09-06_8ae603f8-b6b1-442a-b7ca-a8572a29f77c.pdf

Ordinary Business :

3. Appointment of Auditors:

To consider and if thought fit, to pass with or without modifica�on(s), the following

Resolu�on as an Ordinary Resolu�on:

Special Business:

BOMMIDALA RAMA KRISHNA

NOTES:

Those members who have not yet registered their email addresses are requested to get their email addresses registered with KFin, by following the procedure men�oned below:

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

21. EXPLANATORY STATEMENT

Item no.4

Item No: 2

Item No:3

ANNEXURE TO THE NOTICE EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS

Item No: 4

BOMMIDALA RAMA KRISHNA

AI assistant

BKV Industries Ltd. — AGM Information 2022

63407_rns_2022-09-06_8ae603f8-b6b1-442a-b7ca-a8572a29f77c.pdf

Ordinary Business :

3. Appointment of Auditors:

To consider and if thought fit, to pass with or without modifica�on(s), the following

Resolu�on as an Ordinary Resolu�on:

Special Business:

BOMMIDALA RAMA KRISHNA

NOTES:

Those members who have not yet registered their email addresses are requested to get their email addresses registered with KFin, by following the procedure men�oned below:

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

21. EXPLANATORY STATEMENT

Item no.4

Item No: 2

Item No:3

ANNEXURE TO THE NOTICE EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS

Item No: 4

BOMMIDALA RAMA KRISHNA

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BKV Industries Ltd. AGM Information 2022