Calcom Vision Ltd. — Proxy Solicitation & Information Statement 2023

Apr 20, 2023

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Date: April 20, 2023

To The Manager The Department of Corporate Services/Listing BSE Limited P.J. Towers, Dalal Street, Fort Mumbai - 400001

(Scrip Code: 517236)

Dear Sir(s)/Madam(s)

Sub: Submission of Postal Ballot Notice pursuant to Regulation 30 of SEBI (Listing obligations and Disclosure requirements) Regulations 2015

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby enclose a copy of Postal Ballot Notice dated April 20, 2023 along with explanatory statement ("Notice") being sent to the members.

The Notice seeks approval of members of Calcom Vision Limited ("Company") through Postal Ballot only by way of remote electronic voting ("remote e-voting") in respect of the following Special Resolutions, as set out in the Notice:

S.No.	Description of Resolution
1.	Issuance of 5,86,928 equity shares to the persons belonging to ‘non-promoter category’ on preferential basis
2.	Issuance of 3,98,087 fully convertible warrants to the persons belonging to ‘promoter & promoter group’&‘non-promoter’category
3.	To re-appoint Mr. Sushil Kumar Malik (DIN: 00085715) as chairman & managing director of the company
4.	Payment of commission to executive directors of the company

In accordance with the relevant Circulars issued by the Ministry of Corporate Affairs, the Notice of Postal Ballot is being sent through email only on Today, April 20, 2023 to the registered email id of the shareholders as on the cut-off date i.e Friday April 14, 2023 . Shareholders were advised to give their assent/ dissent only through remote e-voting.

The Company has engaged the services of NSDL for the purpose of providing remote e-voting facility to all its members. The remote e-voting period shall commence from Friday, April 21, 2023 at 09:00 A.M. (IST) and shall end on Saturday March 20, 2023 at 5:00 P.M. (IST).

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The said Notice is also available on the website of the Company: www.calcomindia. com the relevant section of the website of BSE Limited (“BSE”): www.bseindia.com on which the Equity Shares of the Company are listed and on the website of National Securities Depository Limited (NSDL): www.evoting.nsdl.com.

Kindly take the above information on your records.

Thanking you

Yours Sincerely, For Calcom Vision Limited Digitally signed AAYUSH by AAYUSHI JINDAL Date: 2023.04.20 I JINDAL 15:49:50 +05'30' Aayushi Jindal Company Secretary & Compliance Officer

Encl: As above

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CALCOM VISION LIMITED CIN: L92111DL1985PLC021095 Regd. Office: C-41, Defence Colony, New Delhi-110024 Corp. Office: B-16, Site-C, Surajpur Industrial Area, Greater Noida-201306, U.P. Tel: 0120-2569761, Fax: 0120-2569769 Website: www.calcomindia.com, Email: corp.compliance@calcomindia.com

NOTICE OF POSTAL BALLOT THROUGH E-VOTING

Pursuant to Section 108 and 110 of the Companies Act, 2013 read with Rule 20 and 22 of The Companies (Management & Administration) Rules, 2014

To, Dear Member(s),

NOTICE is hereby given pursuant to and in compliance with the provisions of Section 108 and Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules 2014 ("the Rules” ), (including any amendment(s), statutory modifications or re-enactments thereof for the time being in force), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) , Secretarial Standards issued by the Institute of Company Secretaries of India on General Meetings (“SS-2”) and relaxations and circulars issued by the Ministry of Corporate Affairs (“MCA”) vide its General Circulars No. 14/2020 dated April 08, 2020, No. 17/2020 dated April 13, 2020, No. 22/2020 dated June 15, 2020, No. 33/2020 dated September 28, 2020, No. 39/2020 dated December 31, 2020, No. 10/2021 dated June 23, 2021, No. 20/2021 dated December 8, 2021, No. 3/2022 dated May 05, 2022 and No. 11/2022 dated December 28, 2022 (collectively referred to as “MCA Circulars” ), any circular issued by the Securities and Exchange Board of India (“SEBI”) and other applicable laws and regulations, if any, for seeking approval of shareholders of Calcom Vision Limited (the "Company"), the resolution(s) appended below through postal ballot by remote e-voting process (“E-voting”) .

As permitted under the MCA Circulars and SEBI Circulars, the Company is sending the Notice in electronic form only. In compliance with Sections 108 and 110 of the Act read with the rules framed there under and the MCA Circulars, the Company has extended only the remote e-voting facility for its members, to enable them to cast their votes electronically instead of submitting the postal ballot form. The instructions for remote e-voting are appended to the Notice.

The Explanatory Statement pursuant to Section 102 of the Act setting out the material facts and related particulars pertaining to the aforesaid Special Businesses is annexed to this Postal Ballot Notice for your consideration.

The remote e-voting period commences from 9.00 a.m. (IST) on Friday, April 21, 2023, and ends at 5.00 p.m. (IST) on Saturday, May 20, 2023. Once a member casts the vote on the Resolution, he or she will not be allowed to change it subsequently. Assent or Dissent of the members on the resolutions mentioned in the Notice would only be taken through the remote e-voting system as per the MCA Circulars.

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Members are requested to carefully read the instructions indicated in this Notice and communicate their assent (for) or dissent (against) through remote e-voting only.

The Board of Directors of the Company has appointed Mr. Sandeep Kansal, having Membership Number 14132, Practicing Company Secretary, proprietor of M/s Sandeep Kansal & Associates, Company Secretaries to act as the Scrutinizer for conducting the Postal Ballot (remote e-voting) process in a fair and transparent manner and in accordance with the provisions of the Act and the rules made thereunder.

In compliance with the provisions of Section 108, 110 and other applicable provisions of the Act, read with the Rule 20 and 22 of the said Rules and Regulation 44 of the Listing Regulations, the Company is providing e-voting facility to all the Members of the Company. For this purpose, the Company has engaged the services of National Securities Depository Limited (NSDL) to enable the Members to cast their votes electronically.

Upon completion of the e-voting process, the Scrutinizer will submit his report to the Chairman of the Company and the result of the Postal Ballot will be announced within 2 (Two) working days from the last day of E-voting i.e. on or before Tuesday, May 23, 2023 and the same shall also be simultaneously communicated to the Stock Exchange where the equity shares of the Company are listed.

The said result along with the Scrutinizer’s Report will be uploaded on the Company’s website www. calcomindia.com and on the website of National Securities Depository Limited e-voting website www.evotingindia.com and will be communicated to the stock exchange where the equity shares of the Company are listed.

SPECIAL BUSINESSES

ITEM NO. 1: ISSUANCE OF 5,86,928 EQUITY SHARES TO THE PERSONS BELONGING TO ‘NON-PROMOTER CATEGORY’ ON PREFERENTIAL BASIS.

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

“RESOLVED THAT pursuant to the provisions of Sections 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the “ Companies Act ”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and the Companies (Share Capital and Debentures) Rules, 2014, as amended and other relevant rules made there under [including any statutory modification(s) thereto or re-enactment thereof for the time being in force], enabling provisions in Memorandum and Articles of Association of the Company, provisions of the uniform listing agreement entered into with BSE Limited where the shares of the Company are listed (“ Stock Exchange ”), and in accordance with the guidelines, rules and regulations of the Securities and Exchange Board of India (“ SEBI ”), as amended including the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ SEBI ICDR Regulations ”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations” ), as amended, SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 (“Takeover Regulations”) as amended, the Foreign Exchange Management Act, 1999 as amended and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines issued thereon, from time to time, by Ministry of Corporate Affairs, SEBI and / or any other competent authorities, and subject to the approvals, consents, permissions and / or sanctions, as may be required from the Government of India, SEBI, Stock Exchange, and any other relevant statutory, regulatory, governmental authorities or departments, institutions or bodies and subject to such terms, conditions, alterations, corrections, changes, variations and / or modifications, if any, as may be prescribed by any one or more or all of them in granting such approvals, consents, permissions and / or sanctions and which may be agreed to by the

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Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any Committee, which the Board has constituted or may hereafter constitute, to exercise one or more of its powers, including the powers conferred hereunder), consent of the members of the Company be and is hereby accorded to the Board to create, issue, offer and allot, on a preferential basis, up to 5,86,928 ( Five Lakh Eighty Six Thousand Nine Hundred and Twenty Eight ) Equity Shares of face value of Rs.10/- (Rupees Ten Only) each fully paid up to persons belonging to Non Promoter Category, for cash, to be issued at a price of Rs. 157 /- (Rupees One Hundred and Fifty Seven Only) per equity share, determined in accordance with the provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, for an aggregate amount of upto Rs. 9,21,47,696/- (Rupees Nine Crore Twenty One Lakh Forty Seven Thousand Six Hundred and Ninety Six Only) on such further terms and conditions as may be finalized , to the below mentioned persons ("Proposed Allottees”) :

Sr. No.	Name of the Proposed Allottee	Category	Number of Equity Shares to be allotted
1.	Massachusetts Institute Of Technology	Non-Promoter	1,14,649
2.	Zenith Portfolio Private Limited	Non-Promoter	63,694
3.	Mr. Akhauri Rajesh Sinha	Non-Promoter	63,694
4.	Ms. Jyoti Dua	Non-Promoter	63,694
5.	Ms. Sunita Bhandari	Non-Promoter	31,847
6.	Ms. Hena Prasun	Non-Promoter	31,847
7.	Mr. Rahul Khubchand	Non-Promoter	15,923
8.	Ms. Charu Gupta	Non-Promoter	15,923
9.	Ms. Prerna Kohli	Non-Promoter	15,923
10.	Ms. Bhavna Pathak	Non-Promoter	15,923
11.	238 Plan Associates LLC	Non-Promoter	12,738
12.	Mr. Sanjiv Kumar Gupta	Non-Promoter	9,554
13.	Bookwise India Private Limited	Non-Promoter	9,554
14.	Ms. Saurabhi Shahi	Non-Promoter	9,554
15.	Mr. Shashi Shekhar	Non-Promoter	9,554
16.	Mr. Vedant Shravan Kohli	Non-Promoter	9,554
17.	Ms. Janak Kumari Budhraja	Non-Promoter	15,923
18.	Ms. Sanjeevan Bajaj	Non-Promoter	6,369
19.	Mr. Bharat Bindal	Non-Promoter	6,369
20.	Sherwood Infrastructures India Limited	Non-Promoter	6,369
21.	Ms. Azra Khan	Non-Promoter	6,369
22.	Mr. Vivek Kohli	Non-Promoter	6,369
23.	Mr. Om Prakash Sood	Non-Promoter	9,554
24.	Mr. Ashok Kumar Sinha	Non-Promoter	6,369
25.	Ms. Kamala Hemrajani	Non-Promoter	12,738
26.	Ms. Bharti Jain	Non-Promoter	3,184
27.	Ms. ParvathyVenkatesh	Non-Promoter	3,184
28.	Mr. Arjun Mehta	Non-Promoter	3,184
29.	Mr. AbhayMehta	Non-Promoter	3,184
30.	Mr. SahajTalwar	Non-Promoter	1,273

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31.	Sanjeev Jain(HUF)	Non-Promoter	955
32.	Rajeev Jain(HUF)	Non-Promoter	955
33.	Mr. Ashish Kumar Aggarwal	Non-Promoter	955
TOTAL			5,86,928

RESOLVED FURTHER THAT in terms of the provisions of Chapter V of SEBI ICDR Regulations, the 'Relevant Date’ for purpose of determining the minimum issue price of Equity Shares proposed to be allotted to the above mentioned allottees shall be Thursday, April 20, 2023, i.e., being the date, which is 30 days prior to the last date of e-voting (i.e., Saturday, May 20, 2023).

RESOLVED FURTHER THAT the aforesaid issue of Equity Shares shall be subject to the following terms and conditions:

• (a) The proposed allottee shall be required to bring in 100% of the consideration, for the Equity Shares to be allotted, on or prior to the date of allotment thereof, from their respective bank account.

• (b) The pre-preferential shareholding of the Proposed Allottee and Equity Shares to be allotted to the Proposed Allottee shall be under lock in for such period as may be prescribed under Chapter V of the SEBI ICDR Regulations.

• (c) The Equity Shares to be allotted to the Proposed Allottee under this resolution shall not be sold, transferred, hypothecated, or encumbered in any manner during the period of lock-in provided under SEBI ICDR Regulations except to the extent and in the manner permitted there under.

• (d) The consideration for allotment of Equity Shares shall be paid to the Company from the bank account of the Proposed Allottee(s).

• (e) The Equity Shares shall be allotted within a period of 15 (fifteen) days from the date of passing this resolution, provided where the allotment of the Equity Shares is pending on account of pendency of any approval of such allotment by any regulatory authority, the allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of such approval.

• (f) Allotment of Equity Shares shall only be made in dematerialized form.

• (g) The issue and allotment of Equity Shares shall be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company.

RESOLVED FURTHER THAT the Equity Shares proposed to be so allotted shall rank pari-passu in all respects including as to dividend, with the existing fully paid-up Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each of the Company, subject to the relevant provisions contained in the Memorandum of Association and Articles of Association of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors of the Company and/or Committee of the Board of Directors and/or Company Secretary & Compliance Officer of the Company be and are hereby authorized severally on behalf of the Company to take all actions and to do all such acts, deeds, matters and things as it may in its absolute discretion consider necessary, desirable or expedient, including without limitation to make application to Stock Exchange

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for obtaining of in-principle approval, listing of shares, filing of requisite documents with the Registrar of Companies, National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and/ or such other authorities as may be necessary for the purpose, to resolve and settle any questions and difficulties that may arise in the proposed issue, offer and allotment of the said equity shares, utilization of issue proceeds, signing of all deeds and documents as may be required without being required to seek any further consent or approval of the shareholders.

ITEM NO. 2: ISSUANCE OF 3,98,087 FULLY CONVERTIBLE WARRANTS TO THE PERSONS BELONGING TO ‘PROMOTER & PROMOTER GROUP’ & ‘NON-PROMOTER’ CATEGORY

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

“RESOLVED THAT pursuant to the provisions of Sections 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the “ Companies Act ”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended and the Companies (Share Capital and Debentures) Rules, 2014, as amended and other relevant rules made there under [including any statutory modification(s) thereto or re-enactment thereof for the time being in force], enabling provisions in Memorandum and Articles of Association of the Company, provisions of the uniform listing agreement entered into by the Company with BSE Limited where the shares of the Company are listed (“ Stock Exchange ”), and in accordance with the guidelines, rules and regulations of the Securities and Exchange Board of India (“ SEBI ”), as amended including the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ SEBI ICDR Regulations ”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI Listing Regulations” ), as amended, the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 (“Takeover Regulations”) as amended, the Foreign Exchange Management Act, 1999 as amended and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines issued thereon, from time to time, by Ministry of Corporate Affairs, SEBI and / or any other competent authorities, and subject to the approvals, consents, permissions and / or sanctions, as may be required from the Government of India, SEBI, Stock Exchange, and any other relevant statutory, regulatory, governmental authorities or departments, institutions or bodies and subject to such terms, conditions, alterations, corrections, changes, variations and / or modifications, if any, as may be prescribed by any one or more or all of them in granting such approvals, consents, permissions and / or sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any Committee, which the Board has constituted or may hereafter constitute, to exercise one or more of its powers, including the powers conferred hereunder), consent of the members of the Company be and is hereby accorded to the Board to create, issue, offer and allot, on a preferential basis, up to 3,98,087 (Three Lakh Ninety Eight Thousand and Eighty Seven) Fully Convertible Warrants (“Warrants”) carrying a right exercisable by the Warrant holder to subscribe to one Equity Share per Warrant, to persons belonging to Promoter & Promoter Group Category and Non Promoter Category, on preferential basis, at an issue price of Rs. 157 (Rupees One Hundred and Fifty Seven Only) determined in accordance with the provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, for an aggregate amount of up to Rs. 6,24,99,659 (Rupees Six Crore Twenty Four Lakh Ninety Nine Thousand Six Hundred and Fifty Nine Only) on such further terms and conditions as may be finalized, to the below-mentions persons (“Proposed Allottees”) :

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S. No.	Name of the Proposed Allottee	Category	Number of Warrants to be allotted
1.	Mr. Sushil Kumar Malik	Promoter & Promoter Group	1,91,082
2.	Mr. Abhishek Malik	Promoter & Promoter Group	1,91,082
3.	Ms. Geeta Pavan	Non-Promoter	15,923
Total			3,98,087

RESOLVED FURTHER THAT the 'Relevant Date', as per the provisions of Chapter V of the SEBI ICDR Regulations for the purpose of determining the minimum issue price of the Warrants proposed to be allotted to the above mentioned allottees shall be Thursday, April 20, 2023 i.e., being the date, which is 30 days prior to the last date of e-voting (i.e., Saturday, May 20, 2023).

RESOLVED FURTHER THAT aforesaid issue of Warrants shall be subject to the following terms and conditions:

• a) The conversion of warrants into equity shares shall happen at any time within a period of eighteen (18) months from the date of allotment of warrants in terms of SEBI ICDR Regulations (the “Warrant Exercise Period” ).

• b) The Proposed Allottee(s) shall, on or before the date of allotment of Warrants, pay an amount equivalent to at least 25% of the Warrant Issue Price fixed per Warrant in terms of the SEBI ICDR Regulations which will be kept by the Company to be adjusted and appropriated against the Warrant Issue Price of the Equity Shares. The balance 75% of the Warrant Issue Price shall be payable by the Warrant Holder at the time of exercising the Warrants.

• c) Warrants, being allotted to the Proposed Allottee(s) and the Equity Shares proposed to be allotted pursuant to the conversion of these Warrants shall be under lock- in for such period as may be prescribed under SEBI ICDR Regulations.

• d) Warrants so allotted under this resolution shall not be sold, transferred, hypothecated or encumbered in any manner during the period of lock-in provided under SEBI (ICDR) Regulations except to the extent and in the manner permitted there under.

• e) Warrants shall be issued and allotted by the Company only in dematerialized form.

• f) The consideration for allotment of Warrants and/or Equity Shares arising out of exercise of such Warrants shall be paid to the Company from the bank account of the Proposed Allottee(s).

• g) In the event the Warrant Holder(s) do not exercise Warrants within the Warrant Exercise Period, the Warrants shall lapse and the amount paid shall stand forfeited by the Company.

• h) The Warrants by itself until converted into Equity Shares, do not give to the Warrant Holder any voting rights in the Company in respect of such Warrants.”

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RESOLVED FURTHER THAT the Equity Shares proposed to be so allotted upon conversion of Warrants shall rank pari-passu in all respects including as to dividend, with the existing fully paid-up Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each of the Company, subject to the relevant provisions contained in the Memorandum of Association and Articles of Association of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors of the Company and/or Committee of the Board of Directors and/or Company Secretary & Compliance Officer of the Company be and are hereby authorized severally on behalf of the Company to do all such acts, deeds, matters and things as it may in its absolute discretion consider necessary, desirable or expedient, including without limitation to make application to Stock Exchange for obtaining of inprinciple approval, listing of shares, filing of requisite documents with the Registrar of Companies, National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and/ or such other authorities as may be necessary for the purpose, to resolve and settle any questions and difficulties that may arise in the proposed issue, offer and allotment of the said Warrants, utilization of issue proceeds, signing of all deeds and documents as may be required without being required to seek any further consent or approval of the shareholders.”

ITEM NO. 3: TO RE-APPOINT MR. SUSHIL KUMAR MALIK (DIN: 00085715) AS CHAIRMAN & MANAGING DIRECTOR OF THE COMPANY

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

“RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013, rules made thereunder and Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 or such other applicable regulations (including any statutory modification(s) or re-enactment(s)thereof for the time being in force), and approvals as may be required and pursuant to recommendation of the Nomination & Remuneration Committee and the Board of Directors, consent of the Members of the Company be and are hereby accorded to re-appoint Mr. Sushil Kumar Malik (DIN: 00085715) , aged 73 Years, as Chairman & Managing Director of the Company, liable to retire by rotation for a further period of 5 (five) years with effect from July 31, 2023 till July 30, 2028.

RESOLVED FURTHER THAT the remuneration payable to Mr. Sushil Kumar Malik for a period of 3 years with effect from July 31, 2023 till July 30, 2026 including Basic Salary, House Rent Allowance/leased accommodation, perquisites and allowances shall not exceed Rs. 1.80 Crore (One Crore and Eighty Lakhs Only) per annum.

RESOLVED FURTHER THAT the following shall not be included in the aforesaid limit: a) Contribution to Provident Fund, superannuation fund as laid down in the respective rules; b) Encashment of unavailed leave and other benefits as per Rules of the Company.

c) Performance linked commission payable to Executive Directors (being approved separately)

RESOLVED FURTHER THAT the Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee of the Board, if any, be and is hereby authorised to alter, amend, vary the terms and conditions of appointment including remuneration as may be agreed between the Board of Directors and Mr. Sushil Kumar Malik, Chairman and Managing Director within the aforesaid limits.

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RESOLVED FURTHER THAT the aforesaid remuneration payable to Mr. Sushil Kumar Malik, shall be treated as minimum remuneration by way of salary, allowances, perquisites and other benefits subject to the provision of Schedule V of the act and subject to necessary approvals, if any.

RESOLVED FURTHER THAT any one of the Directors or Key Managerial Personnel of the Company be and are hereby severally authorized to file relevant forms with the Registrar of Companies and to do such other acts, deed and things as may be considered necessary in connection with the above appointment.”

ITEM NO. 4: PAYMENT OF COMMISSION TO EXECUTIVE DIRECTORS OF THE COMPANY

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

“RESOLVED THAT pursuant to Section 197, 198 and all other applicable provisions, if any, read with Schedule V of the Companies Act, 2013 (“the Act”) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), and all other applicable provisions of the Companies Act, 2013 and rules made thereunder and pursuant to recommendation of the Nomination & Remuneration Committee and the Board of Directors, consent of the members of the Company be and are hereby accorded in relation to the payment of commission to the Executive Directors viz. Mr. Sushil Kumar Malik (DIN: 00085715) Chairman and Managing Director and Mr. Abhishek Malik (DIN: 00085220) Executive Director on an annual basis for a period of 3 years, as per the maximum limits provided below:

Financial Year Amount of Commission not exceeding (in INR) 2022-23 Rs. 75,00,000 2023-24 Rs. 1,50,00,000 2024-25 Rs. 2,25,00,000

RESOLVED FURTHER THAT the Board of Directors of the Company and / or a Committee thereof be and is hereby authorised to perform and execute all such acts, deeds, matters and things, as may be deemed necessary, proper or expedient to give effect to this resolution and for the matters connected herewith or related hereto.”

By order of the Board of Directors For Calcom Vision Limited

Place: Greater Noida Date: April 20, 2023

Sd/Aayushi Jindal Company Secretary & Compliance Officer

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NOTES FOR MEMBER’S ATTENTION:

1. The statement pursuant to Section 102 of the Companies Act, 2013, setting out material facts concerning above item of business to be transacted is annexed hereto.

2. The Postal Ballot Notice is being sent to all the Members, whose names appear in the Register of Members / list of beneficial owners as received from National Securities Depository Limited (‘NSDL’) / Central Depository Services (India) Limited (‘CDSL’) on Friday, 14[th] April, 2023.

3. Members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, 14[th] April, 2023, will be considered for the purpose of voting. A person who is not a member as on Friday, 14[th] April, 2023 i.e. the ‘cut-off date’ for reckoning voting rights should treat this Notice for information purpose only.

4. Members may note that the Postal Ballot Notice will be available on the Company’s website www.calcomindia.com, websites of the Stock Exchange i.e., BSE Limited at www.bseindia.com and on the website of National Securities Depository Limited (‘NSDL’) at https://www.evoting.nsdl.com/, the e-Voting Service Provider (ESP).

5. The Board of Directors of the Company has appointed Mr. Sandeep Kansal, having Membership Number 14132, COP No. 3472, Practicing Company Secretary, proprietor of M/s Sandeep Kansal & Associates, Company Secretaries to act as the Scrutinizer for conducting the Postal Ballot (remote e-voting) process in a fair and transparent manner.

6. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI vide circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 (‘SEBI Circular’), the Members are provided with the facility to cast their vote electronically, through the e-Voting services provided by NSDL, on all the resolution set forth in this Notice.

7. Members may vote on the postal ballot from Friday, 21[st] April, 2023 to Saturday, 20[th] May, 2023. In terms of the requirements of SEBI Circular, the e-voting period begins at 09.00 A.M. (IST) on Friday, 21[st] April, 2023 and ends at 5.00 P.M. (IST) on Saturday, 20[th] May, 2023. Thereafter, the e- voting module shall be disabled by NSDL.

8. Pursuant to SEBI Circular, e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.

9. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.

10. Voting rights shall be reckoned on the paid-up value of shares registered in the name of the Member as on 14[th] April, 2023. Members can vote for their entire voting rights as per their discretion.

11. Members can mailed their request on Corp.compliance@calcomindia.com for inspection of documents on all working days, except Saturdays, between 11:00 A.M. and 1:00 P. M. upto 20[th] April, 2023.

- How do I vote electronically using NSDL e Voting system?

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The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

• A) Login method for e Voting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on 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.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added 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 ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are 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 ore-Voting serviceprovider i.e. NSDLandyou will be redirected to e-

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Voting website of NSDL for casting your vote during the remote e-Voting period.

1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

==> picture [200 x 116] intentionally omitted <==

• Individual Shareholders 1) Users who have opted for CDSL Easi / Easiest facility, can holding securities in demat login through their existing user id and password. mode with CDSL Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

• 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. 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 website www.cdslindia.com and click on login & New System Myeasi 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 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 option where the evoting is in progress

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and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e- Voting option. 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 i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e- Voting period.

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. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at 022 - 4886 7000 and 022 - 2499 7000
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 helpdesk.evoting@cdslindia.comor contact at toll free no. 1800 22 55 33

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B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. 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.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

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b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’. (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered 6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password: a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available onwww.evoting.nsdl.com. c) If you are still unable to get the password by aforesaid two options, you can send a request atevoting@nsdl.co.inmentioning your demat account number/folio number, your PAN, your name and your registered address etc. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL. 7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. 8. Now, you will have to click on “Login” button. 9. After you click on the“Login”button, Home page of e-Voting will open. Step 2: Cast your vote electronically on NSDL e-Voting system.

b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. c) How to retrieve your ‘initial password’? (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’. (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered 6. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password: a) Click on “Forgot User Details/Password?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available onwww.evoting.nsdl.com. c) If you are still unable to get the password by aforesaid two options, you can send a request atevoting@nsdl.co.inmentioning your demat account number/folio number, your PAN, your name and your registered address etc. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL. 7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. 8. Now, you will have to click on “Login” button. 9. After you click on the“Login”button, Home page of e-Voting will open. Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system? 1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle. 2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period. 3. Now you are ready for e-Voting as the Voting page opens. 4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted. 5. Upon confirmation, the message “Vote cast successfully” will be displayed.

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1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

2. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to jaskansal@yahoo.co with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Soni Singh at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for

procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide 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 corp.compliance@calcomindia.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to corp.compliance@calcomindia.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

3. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

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EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

As required under Section 102 of the Companies Act, 2013 (including any re-enactment(s) made thereunder, if any, for the time being in force) (hereinafter referred to as the “ Companies Act ”), the following explanatory statements sets out all material facts relating to the business mentioned under Items no. 1 & 2 of the accompanying Notice:

ITEM NO. 1 & 2

The Special Resolution contained in Item No. 1 & 2 of the notice, has been proposed pursuant to the provisions of Sections 42 and 62 of the Companies Act, 2013 read with the applicable rules made thereunder, to issue and allot up to 5,86,928 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 157/- (Rupees One Hundred and Fifty Seven Only) determined by the Board in accordance with the provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, aggregating up to Rs. 9,21,47,696/- (Rupees Nine Crore Twenty One Lakh Forty Seven Thousand Six Hundred and Ninety Six Only) and upto 3,98,087 Fully Convertible Warrants (‘Warrants’) at an issue price of Rs. 157/- (Rupees One Hundred and Fifty Seven Only) determined by the Board in accordance with the provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, aggregating up to Rs. 6,24,99,659/- (Rupees Six Crore Twenty Four Lakh Ninety Nine Thousand Six Hundred and Fifty Nine Only) .

The proposed Preferential Issue is to be issued to the persons belonging to ‘Promoter & Promoter Group’ & ‘Non-Promoter’ Category. The preferential issue shall be made in terms of provisions of Chapter V of the SEBI ICDR Regulations, 2018 and applicable provisions of Companies Act, 2013. The said proposal has been considered and approved by the Board in its meeting held on Tuesday, April 18, 2023.

The approval of the members of the Company is accordingly being sought by means of a ‘Special Resolution’ under Sections 42, and 62(1)(c) of the Companies Act, 2013, read with the rules made thereunder, and Regulation 160 of the SEBI ICDR Regulations.

The details of the issue and other particulars as required in terms of Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Regulation 163 of the SEBI (ICDR), Regulations are set forth below:

I. Objects of the Preferential Issue

The Company intends to utilize the proceeds raised through the issue (“Issue Proceeds”) towards the following objects:

1. To meet the funding requirement for its ongoing and future expansion and any other projects; 2. Issue related expenses; and

2. General Corporate Purpose including Working Capital requirements of the Company (not more than 25% of the overall fund raised)

3. ( Hereinafter collectively referred to as “Objects”)

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The main Object Clause of Memorandum of Association of our Company enables us to undertake the existing activities and the activities for which the funds are being raised by us through the present Preferential Issue. Further, we confirm that the activities which we have been carrying out till date are in accordance with the Object Clause of our Memorandum of Association.

Utilization of Gross Proceeds

As the funds to be received against warrant conversion will be in tranches and quantum of funds required on different dates may vary therefore, the Broad Range of intended use of the Gross Proceeds of the Issue is as under:

S. No.	Particulars	Total estimated amount to be utilized (Rs. In Crores)*	Tentative timelines for utilization of issue proceeds from the date of receipt of funds
1.	To meet the funding requirement for its ongoing and future expansion and anyotherprojects	11.52	December 2025
2.	Issue Related Expenses	0.08
3.	General Corporate Purpose including Working Capital requirement of the Company (not more than 25% of the overall fund raised)	3.86
TOTAL		15.46

(*) considering 100% conversion of Warrants into Equity Shares within the stipulated time.

Note: In terms of BSE Notice No. 20221213-47 dated December 13, 2022, the amount specified for the above-mentioned object of issue size may deviate +/- 10% depending upon the future circumstances.

Schedule of Implementation and Deployment of Funds

Since present preferential issue is for equity shares and fully convertible warrants, issue proceeds for warrants shall be received by the Company in 18 months period from the date of allotment of warrants in terms of Chapter V of the SEBI ICDR Regulation, and as estimated by our management, the entire proceeds received from the issue would be utilized for all the above mentioned objects, in phases, as per the company’s business requirements and availability of issue proceeds, latest by December 2025.

Interim Use of Proceeds

Our Company, in accordance with the policies formulated by our Board from time to time, will have flexibility to deploy the Gross Proceeds. Pending utilization of the Gross Proceeds for the purposes described above, our Company intends to deposit the Gross Proceeds only with scheduled commercial banks included in the second schedule of the Reserve Bank of India Act, 1934 or deploy funds for such businesses opportunities as may be allowed by the Board from time to time.

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II. Monitoring of Utilization of Funds

As the issue size does not exceed Rs. 100 Crore, the Company is not required to appoint a credit rating agency to monitor the issue in terms of the provisions of Regulation 162A of the SEBI ICDR Regulations.

• III. Particulars of the offer including the maximum number of specified securities to be issued and date of passing of board resolution:

Preferential Issue of up to 5,86,928 (Five Lakh Eighty Six Thousand Nine Hundred and Twenty Eight) Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each at an issue price of Rs. 157/- (Rupees One Hundred and Fifty Seven Only) determined by the Board in accordance with the provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, aggregating up to Rs. 9,21,47,696/- (Rupees Nine Crore Twenty One Lakh Forty Seven Thousand Six Hundred and Ninety Six Only) and upto 3,98,087 (Three Lakh Ninety Eight Thousand and Eighty Seven) Fully Convertible Warrants (‘Warrants’) at an issue price of Rs. 157/- (Rupees One Hundred and Fifty Seven Only) determined by the Board in accordance with the provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, aggregating up to Rs. 6,24,99,659/- (Rupees Six Crore Twenty Four Lakh Ninety Nine Thousand Six Hundred and Fifty Nine Only) as approved in the meeting of the Board Of Directors of the Company held on April 18, 2023.

• IV. The intent of the promoters, directors or key management personnel of the issuer to subscribe to the offer.

Except as following none of promoters, directors or key managerial personnel of the issuer intent to subscribe to the offer:

Sr. No.	Name	Category	Designation	Type of Security	Number of Security
1.	Mr. Akhauri Rajesh Sinha	Non-Promoter	Director	Equity Shares	63,694
2.	Dr. Om Prakash Sood	Non-Promoter	Director	Equity Shares	9,554
3.	Mr. Ashok Kumar Sinha	Non-Promoter	Director	Equity Shares	6,369
4.	Mr. Parvathy Venkatesh	Non-Promoter	Director	Equity Shares	3,184
5.	Mr. Sushil Kumar Malik	Promoter & Director	Managing Director	Warrants	1,91,082
6.	Mr. Abhishek Malik	Promoter & Director	Whole time Director	Warrants	1,91,082

Except aforesaid, none of the Directors or Key Managerial Personnel of the Company intends to subscribe to any of the securities proposed to be issued under the Preferential Issue or otherwise contribute to the Preferential Issue or separately in furtherance of the objects specified herein above.

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V. The Shareholding Pattern of the issuer before and after the preferential issue.

The shareholding pattern of the Company before and after the proposed preferential issue to ‘Promoter & Promoter Group’ & ‘Non- Promoter’ is likely to be as follows:

Category	Pre-Issue Shareholding Structure	Pre-Issue Shareholding Structure	Equity Shares to be allotted	Post Equity Allotment	Post Equity Allotment	Warrants to be Allotted	Post-Issue Shareholding (Presuming full conversion of Warrants)	Post-Issue Shareholding (Presuming full conversion of Warrants)
	No. of Shares	%age		No. of Shares	%age*		No. of Shares	%age**
(A) Promoter Shareholding
(1) Indian
(a) Individuals & HUF	29,28,585	22.89	0	29,28,585	21.89	3,82,164	33,10,749	24.03
(b) Bodies Corporate	56,63,955	44.28	0	56,63,955	42.34	0	56,63,955	41.11
Sub Total (A)(1)	85,92,540	67.17	-	85,92,540	64.23	3,82,164	89,74,704	65.14
(2) Foreign promoters	0	0	-	0	0.00	0	0
Total Promoter shareholding A=A1 +A2	85,92,540	67.17	0	85,92,540	64.23	3,82,164	89,74,704	65.14
(B) Public Shareholding
B1) Institutional Investors	13,48,410	10.54	1,27,387	14,75,797	11.03	0	14,75,797	10.71
B2) Central Govt./Stat Govt./POI	0	0.00	0	0	0.00	0	0	0.00
B3) Non- Institutional Investors	0	0.00	0	0	0.00	0	0	0.00
Individuals	26,14,437	20.44	3,78,014	29,92,451	22.37	15,923	30,08,374	21.84
Body Corporate	76,481	0.60	79,617	1,56,098	1.17	0	1,56,098	1.13
Others (Including NRI)	1,59,934	1.25	1,910	1,61,844	1.21	0	1,61,844	1.17
Total Public Shareholding B=B1+B2+B3	41,99,262	32.83	5,86,928	47,86,190	35.77	15,923	48,02,113	34.86

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C) Non- Promoter - Non-Public	0	0.00	0	0	0.00	0	0	0.00
Grand Total (A+B+C)	1,27,91,802	100.00	5,86,928	1,33,78,730	100.00	3,98,087	1,37,76,817	100.00

(*) These percentages have been calculated on the basis of post-preferential share capital of the Company i.e. Rs. 13,37,87,300 (Rupees Thirteen Crore Thirty Seven Lakh Eighty Seven Thousand and Three Hundred Only) divided into 1,33,78,730 (One Crore Thirty Three Lakh Seventy Eight Thousand Seven Hundred and Thirty) Equity Shares of Rs.10/- (Rupees Ten Only) each.

(**) These percentages have been calculated on the basis of post-preferential share capital of the Company on fully diluted basis i.e. Rs. 13,77,68,170 (Thirteen Crore Seventy Seven Lakh Sixty Eight Thousand One Hundred and Seventy Only) divided into 1,37,76,817 (One Crore Thirty Seven Lakh Seventy Six Thousand Eight Hundred and Seventeen) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

Notes:

(1) The pre-issue shareholding pattern is as on the latest BENPOS date i.e. April 14, 2023.

(2) Post shareholding structure may change depending upon any other corporate action in between.

• (3) The warrants to be converted over a period of 18 months from the date of allotment.

VI. Proposed time limit within which the allotment shall be complete:

In terms of SEBI ICDR Regulations, the preferential allotment of said Equity Shares and Warrants will be completed within a period of 15 (fifteen) days from the date of passing of special resolution. Provided that where the allotment is pending on account of pendency of any application for approval or permission by any regulatory authority, if applicable, the allotment would be completed within 15 (fifteen) days from the date of such approval or within such further period as may be prescribed or allowed by SEBI, stock exchange(s) or other concerned authorities.

• VII. Number of persons to whom allotment on preferential basis has already been made during the year, in terms of number of securities as well as price: Not Applicable, since the Company has not made preferential issue of any Security during the year.

• VIII. The identity of the natural persons who are the ultimate beneficial owners of the securities proposed to be allotted and/or who ultimately control the proposed allottee(s):

Identity of the ultimate beneficial owners of the securities proposed to be allotted:

S. No.	Name of the Proposed Allottees	Category	Name of ultimate beneficial owners
1.	Massachusetts Institute Of Technology	Non-Promoter	Seth D Alexander is the President of the MIT Investment Management Company, who ultimately controls the applicant but has no

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			economic interest
2.	Zenith Portfolio Private Limited	Non-Promoter	Mr. Ram Avtar Agarwal
3.	Mr. Akhauri Rajesh Sinha	Non-Promoter	Not Applicable, allottees being natural persons
4.	Ms. Jyoti Dua	Non-Promoter
5.	Ms. Sunita Bhandari	Non-Promoter
6.	Ms. Hena Prasun	Non-Promoter
7.	Mr. Rahul Khubchand	Non-Promoter
8.	Ms. Charu Gupta	Non-Promoter
9.	Ms. Prerna Kohli	Non-Promoter
10.	Ms. Bhavna Pathak	Non-Promoter
11.	238 Plan Associates LLC	Non-Promoter	Seth D Alexander is the President, who ultimately controls the applicant but has no economic interest
12.	Mr. Sanjiv Kumar Gupta	Non-Promoter	Not Applicable, allottees being natural person
13.	Bookwise India Private Limited	Non-Promoter	Ms. Nadira Faraz Hamid Ms. Azra Khan
14.	Ms. Saurabhi Shahi	Non-Promoter	Not Applicable, allottees being natural persons
15.	Mr. Shashi Shekhar	Non-Promoter
16.	Mr. Vedant Shravan Kohli	Non-Promoter
17.	Ms. Janak Kumari Budhraja	Non-Promoter
18.	Ms. Sanjeevan Bajaj	Non-Promoter
19.	Mr. Bharat Bindal	Non-Promoter
20.	Sherwood Infrastructures India Limited	Non-Promoter	Mr. Om Arora Ms. Aditi Arora Aggarwal Ms. Arti Walia
21.	Ms. Azra Khan	Non-Promoter	Not Applicable, allottees being natural persons
22.	Mr. Vivek Kohli	Non-Promoter
23.	Mr. Om Prakash Sood	Non-Promoter
24.	Mr. Ashok Kumar Sinha	Non-Promoter
25.	Ms. Kamala Hemrajani	Non-Promoter
26.	Ms. Bharti Jain	Non-Promoter
27.	Ms. Parvathy Venkatesh	Non-Promoter
28.	Mr. Arjun Mehta	Non-Promoter
29.	Mr. AbhayMehta	Non-Promoter
30.	Mr. SahajTalwar	Non-Promoter
31.	Sanjeev Jain (HUF)	Non-Promoter	Mr. Sanjeev Jain
32.	Rajeev Jain (HUF)	Non-Promoter	Mr. Rajeev Jain

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33.	Mr. Ashish Kumar Aggarwal	Non-Promoter	Not Applicable, allottees being natural persons
34.	Mr. Sushil Kumar Malik	Promoter & Promoter Group
35.	Mr. Abhishek Malik	Promoter & Promoter Group
36.	Ms. Geeta Pavan	Non-Promoter

#Post Issue Shareholding will change in case of any corporate action in between.

IX. The percentage of post preferential issue capital that may be held by the allottee(s) and change in control, if any, in the issuer consequent to the preferential issue.

S. No.	Name of Allottee	Pre-Issue Shareholding Structure	Pre-Issue Shareholding Structure	Equity Shares to be allotted	Post Equity Allotment	Post Equity Allotment	Warran ts to be Allotted	Post-Issue Shareholding (Presuming full conversion of Warrants)	Post-Issue Shareholding (Presuming full conversion of Warrants)
		No. of Shares	%age		No. of Shares	%age *		No. of Shares	%age **
1.	Massachusetts Institute of Technology	8,01,369	6.26	1,14,649	9,16,018	6.85	0	9,16,018	6.65
2.	Zenith Portfolio Private Limited	0	0.00	63,694	63,694	0.48	0	63,694	0.46
3.	Mr. Akhauri Rajesh Sinha	0	0.00	63,694	63,694	0.48	0	63,694	0.46
4.	Ms. Jyoti Dua	100	0.00	63,694	63,794	0.48	0	63,794	0.46
5.	Ms. Sunita Bhandari	51,297	0.40	31,847	83,144	0.62	0	83,144	0.60
6.	Ms. Hena Prasun	1,000	0.01	31,847	32,847	0.25	0	31,847	0.24
7.	Mr. Rahul Khubchand	5,300	0.04	15,923	21,223	0.16	0	21,223	0.15
8.	Ms. Charu Gupta	0	0.00	15,923	15,923	0.12	0	15,923	0.12
9.	Ms. Prerna Kohli	60,000	0.47	15,923	75,923	0.57	0	75,923	0.55
10.	Ms. Bhavna Pathak	750	0.01	15,923	16,673	0.12	0	16,673	0.12
11.	238 Plan Associates LLC	89,041	0.70	12,738	1,01,779	0.76	0	1,01,779	0.74
12.	Mr. Sanjiv Kumar Gupta	11,650	0.09	9,554	21,204	0.16	0	21,204	0.15
13.	Bookwise India Private Limited	0	0.00	9,554	9,554	0.07	0	9,554	0.07
14.	Ms. Saurabhi Shahi	0	0.00	9,554	9,554	0.07	0	9,554	0.07
15.	Mr. Shashi Shekhar	0	0.00	9,554	9,554	0.07	0	9,554	0.07

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16.	Mr. Vedant Shravan Kohli	16,000	0.13	9,554	25,554	0.19	0	25,554	0.19
17.	Ms. Janak Kumari Budhraja	21,818	0.17	15,923	37,741	0.28	0	37,741	0.27
18.	Ms. Sanjeevan Bajaj	190	0.00	6,369	6,559	0.05	0	6,559	0.05
19.	Mr. Bharat Bindal	500	0.00	6,369	6,869	0.05	0	6,869	0.05
20.	Sherwood Infrastructures India Limited	0	0.00	6,369	6,369	0.05	0	6,369	0.05
21.	Ms. Azra Khan	0	0.00	6,369	6,369	0.05	0	6,369	0.05
22.	Mr. Vivek Kohli	2,367	0.02	6,369	8,736	0.07	0	8,736	0.06
23.	Mr. Om Prakash Sood	0	0.00	9,554	9,554	0.07	0	9,554	0.07
24.	Mr. Ashok Kumar Sinha	8,582	0.07	6,369	14,951	0.11	0	14,951	0.11
25.	Ms. Kamala Hemrajani	0	0.00	12,738	12,738	0.10	0	12,738	0.09
26.	Ms. Bharti Jain	0	0.00	3,184	3,184	0.02	0	3,184	0.02
27.	Ms. Parvathy Venkatesh	0	0.00	3,184	3,184	0.02	0	3,184	0.02
28.	Mr. Arjun Mehta	3,041	0.02	3,184	6,225	0.05	0	6,225	0.05
29.	Mr. AbhayMehta	1,400	0.01	3,184	4,584	0.03	0	4,584	0.03
30.	Mr. Sahaj Talwar	0	0.00	1,273	1,273	0.01	0	1,273	0.01
31.	Sanjeev Jain(HUF)	0	0.00	955	955	0.01	0	955	0.01
32.	Rajeev Jain(HUF)	0	0.00	955	955	0.01	0	955	0.01
33.	Mr. Ashish Kumar Aggarwal	1	0.00	955	956	0.01	0	956	0.01
34.	Mr. Sushil Kumar Malik	15,79,903	12.35	0	15,79,903	11.81	1,91,082	17,70,985	12.85
35.	Mr. Abhishek Malik	2,15,594	1.69	0	2,15,594	1.61	1,91,082	4,06,676	2.95
36.	Ms. Geeta Pavan	0	0.00	0	0	0.00	15,923	15,923	0.12

(*) These percentages have been calculated on the basis of post-preferential share capital of the Company i.e. Rs. 13,37,87,300 (Rupees Thirteen Crore Thirty Seven Lakh Eighty Seven Thousand and Three Hundred Only) divided into 1,33,78,730 (One Crore Thirty Three Lakh Seventy Eight Thousand Seven Hundred and Thirty) Equity Shares of Rs.10/- (Rupees Ten Only) each.

(**) These percentages have been calculated on the basis of post-preferential share capital of the Company on fully diluted basis i.e. Rs. 13,77,68,170 (Thirteen Crore Seventy Seven Lakh Sixty Eight Thousand One Hundred and Seventy Only) divided into 1,37,76,817 (One Crore Thirty Seven Lakh Seventy Six Thousand Eight Hundred and Seventeen) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

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Note: The post holding may vary depending upon any other corporate action in between.

As a result of the proposed preferential issue of Equity Shares and Warrants, there will be no change in the control or management of the Company. However, voting rights will change in tandem with the shareholding pattern.

X. Lock-in Period:

• (a) The Equity Shares and Warrants and Equity Shares to be allotted upon conversion of warrants, shall be subject to lock-in in accordance with Chapter V of the SEBI ICDR Regulations.

• (b) The entire pre-preferential allotment shareholding, if any, of the Proposed Allottees, shall be lockedin as per Chapter V of the SEBI ICDR Regulations.

XI. Issue price and Relevant Date:

In terms of Regulation 161 of SEBI (ICDR) Regulations, 2018 the Relevant Date has been reckoned as Thursday, April 20, 2023 , for the purpose of computation of issue price/conversion price of Equity Shares and Warrants.

The Equity Shares of the Company are listed on BSE Limited (‘BSE’) only and are frequently traded on BSE as per the provisions of SEBI ICDR Regulations as on the Relevant Date. In terms of the provisions of Regulation 164 of the SEBI ICDR Regulations. The minimum price per Equity Share and Warrant was considered higher of the price determined through following methods:

• i. In terms of the provisions of Regulation 164 of the SEBI ICDR Regulations, is the minimum issue price at which the Equity Shares and Warrants may be issued computes to Rs. 156.03/- (Rupees One Hundred Fifty Six and Zero Three Paisa Only) each.

• ii. Method of determination of price as per the Articles of Association of the Company – Not Applicable as the Articles of Association of the Company are silent on the determination of a floor price/ minimum price of the shares issued on preferential basis.

The price of the Equity Shares/ Warrants to be allotted on preferential basis is Rs. 157/- (Rupees One Hundred and Fifty Seven Only) each to the proposed allottees, which is higher than the above mentioned prices.

XII. Undertakings:

• None of the Company, its Directors or Promoters are categorized as willful defaulter(s) or a fraudulent borrower by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by Reserve Bank of India. Consequently, the undertaking required under Regulation 163(1)(i) is not applicable.

• None of its Directors or Promoters is fugitive economic offenders as defined under the SEBI ICDR Regulations.

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• As the equity shares have been listed on a recognized Stock Exchange for a period of more than 90 trading days as on the Relevant Date, the provisions of Regulation 164(3) of SEBI ICDR Regulations governing re-computation of the price of shares shall not be applicable. Consequently, the undertaking required under Regulation 163(1)(g) and Regulation163(1)(h) is not applicable.

• None of the allottees have sold or transferred any Equity Shares during the 90 trading days preceding the relevant date.

• XIII. Disclosures specified in Schedule VI of ICDR Regulations, if the issuer or any of its promoters or directors is a willful defaulter or fraudulent borrower: Not Applicable

• XIV. The current and proposed status of the allottee(s) post the preferential issues namely, promoter or non-promoter :

S. No.	Name of Allottee	Current Status	Post Status
1.	Massachusetts Institute Of Technology	Non-Promoter	Non-Promoter
2.	Zenith Portfolio Private Limited	Non-Promoter	Non-Promoter
3.	Mr. Akhauri Rajesh Sinha	Non-Promoter	Non-Promoter
4.	Ms. Jyoti Dua	Non-Promoter	Non-Promoter
5.	Ms. Sunita Bhandari	Non-Promoter	Non-Promoter
6.	Ms. Hena Prasun	Non-Promoter	Non-Promoter
7.	Mr. Rahul Khubchand	Non-Promoter	Non-Promoter
8.	Ms. Charu Gupta	Non-Promoter	Non-Promoter
9.	Ms. Prerna Kohli	Non-Promoter	Non-Promoter
10.	Ms. Bhavna Pathak	Non-Promoter	Non-Promoter
11.	238 Plan Associates LLC	Non-Promoter	Non-Promoter
12.	Mr. Sanjiv Kumar Gupta	Non-Promoter	Non-Promoter
13.	Bookwise India Private Limited	Non-Promoter	Non-Promoter
14.	Ms. Saurabhi Shahi	Non-Promoter	Non-Promoter
15.	Mr. Shashi Shekhar	Non-Promoter	Non-Promoter
16.	Mr. Vedant Shravan Kohli	Non-Promoter	Non-Promoter
17.	Ms. Janak Kumari Budhraja	Non-Promoter	Non-Promoter
18.	Ms. Sanjeevan Bajaj	Non-Promoter	Non-Promoter
19.	Mr. Bharat Bindal	Non-Promoter	Non-Promoter
20.	Sherwood Infrastructures India Limited	Non-Promoter	Non-Promoter
21.	Ms. Azra Khan	Non-Promoter	Non-Promoter
22.	Mr. Vivek Kohli	Non-Promoter	Non-Promoter
23.	Mr. Om Prakash Sood	Non-Promoter	Non-Promoter
24.	Mr. Ashok Kumar Sinha	Non-Promoter	Non-Promoter

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25.	Ms. Kamala Hemrajani	Non-Promoter	Non-Promoter
26.	Ms. Bharti Jain	Non-Promoter	Non-Promoter
27.	Ms. ParvathyVenkatesh	Non-Promoter	Non-Promoter
28.	Mr. Arjun Mehta	Non-Promoter	Non-Promoter
29.	Mr. AbhayMehta	Non-Promoter	Non-Promoter
30.	Mr. SahajTalwar	Non-Promoter	Non-Promoter
31.	Sanjeev Jain(HUF)	Non-Promoter	Non-Promoter
32.	Rajeev Jain(HUF)	Non-Promoter	Non-Promoter
33.	Mr. Ashish Kumar Aggarwal	Non-Promoter	Non-Promoter
34.	Mr. Sushil Kumar Malik	Promoter & Promoter Group	Promoter & Promoter Group
35.	Mr. Abhishek Malik	Promoter & Promoter Group	Promoter & Promoter Group
36.	Ms. Geeta Pavam	Non-Promoter	Non-Promoter

XV. Practicing Company Secretary’s Certificate:

The certificate from Akash Verma and Associates, CP No.22065, Practicing Company Secretaries, certifying that the preferential issue of Equity Shares and Warrants is being made in accordance with requirements of Chapter V of SEBI ICDR Regulations has been obtained considering the said preferential issue. The copy of said certificate shall be available for inspection by the members and the same may be accessed on the Company’s website at the link: www.calcomindia.com.

XVI. Details of the Directors, Key Managerial Persons or their relatives, in any way, concerned or interested in the said resolution:

Except as following none of the other Directors or key managerial personnel or their relatives are in any way concerned or interested, financially or otherwise, in the resolutions set out at item no.1 & 2 of this Notice:

Sr. No.	Name	Category	Designation	Type of Security	Number of Security
1.	Mr. Akhauri Rajesh Sinha	Non-Promoter	Director	Equity Shares	63,694
2.	Dr. Om Prakash Sood	Non-Promoter	Director	Equity Shares	9,554
3.	Mr. Ashok Kumar Sinha	Non-Promoter	Director	Equity Shares	6,369
4.	Mr. Parvathy Venkatesh	Non-Promoter	Director	Equity Shares	3,184
5.	Mr. Abhishek Malik	Promoter & Promoter Group	Whole time Director	Warrants	1,91,082
6.	Mr. Sushil Kumar	Promoter &	Managing	Warrants	1,91,082

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	Malik	Promoter Group	Director

The Board of Directors recommends the resolutions as set out in Item Nos. 1 & 2 of this notice for the issue of Equity Shares and Warrants on a preferential basis, to the proposed allottees by way of Special Resolution .

ITEM NO. 3

Mr. Sushil Kumar Malik has been associated with the Company since inception as Chairman and Managing Director of the Company. The existing tenure of Mr. Sushil Kumar Malik would be completed on July 30, 2023.

The reappointment of Mr. Sushil Kumar Malik as the Chairman & Managing Director of the Company is appropriate and in the best interest of the Company as his experience and expertise is an asset to the organization. Based on the recommendations of the Nomination & Remuneration Committee, the Board of Directors at its meeting held on April 18, 2023 had approved the proposal for reappointment of Mr. Sushil Kumar Malik as Chairman & Managing Director of the Company for a further period of five years with effect from July 31, 2023 subject to the approval of members of the company.

Mr. Sushil Kumar Malik is not disqualified from being appointed as a Director under provisions of Section 164 of the Act, nor debarred from holding the office of director by virtue of any SEBI order or any other such authority and has given his consent for the re-appointment as Chairman & Managing Director.

Section 196(3) of the Companies Act, 2013, inter alia, provides that no Company shall continue the employment of a person who has attained the age of 70 years, as Managing Director, Whole time director or Manager unless it is approved by the members by passing a special resolution. Mr. Sushil Kumar Malik has attended the age of 73 years and hence his reappointment as the Chairman and Managing Director requires the approval of members by way of a special resolution.

Mr. Sushil Kumar Malik and his relatives, to the extent of their shareholding, if any, in the Company and Mr. Abhishek Malik are deemed to be interested / concerned in the resolution set out at item no. 3 of the Notice. Save and except the above, none of the Directors and/or Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution.

The Statement containing additional information as required in Schedule V of the Act is furnished as under:

1. General Information

• i. Nature of Industry: The Company in engaged in manufacturing of Lighting Industry

• ii. Date or expected date of commencement of commercial production: The Company was incorporated on May 30th, 1985. The Company had since commenced its business.

• iii. In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not Applicable.

• iv. Financial performance based on given indicators: The performance of the Company was as under:

Particulars 9 Months FY 23 2021-22 2020-21

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	(unaudited)	(audited)	(audited)
Total Revenue	113.18	100.06	57.70
EBITDA	9.57	5.4	3.65
Profit/ (Loss) after tax	4.16	0.85	1.05

• v. Foreign investments or collaborators, if any: During the FY22 MIT and 238 Plan LLC has acquired 6.96% of equity share capital of the Company on January 21, 2022.

2. Information about the Appointee

• a. Background details: Mr. Sushil Kumar Malik aged 73 years, is an Electronic Engineer and had done his B.Tech from Delhi College of Engineering and MBA from Delhi University’s Faculty of Management Studies. He is having over four decades of experience in Electronic Industry.

• b. Past Remuneration: Mr. Malik received a remuneration of Rs. 120 Lacs from the Company during the FY22-23.

• c. Recognition or Awards: None.

• d. Job Profile and his suitability: As per details stated in the preamble of the explanatory statement. e. Remuneration proposed: The Proposed remuneration of Mr. Malik as the Chairman & Managing Director of the Company is mentioned in the resolution set out at item no.3

• f. Comparative Remuneration profile with respect to the industry, size of the Company, profile of the position and person: Mr. Malik has an experience of over 4 decades. Mr. Malik has been associated with the Company since incorporation and under his leadership the Company is continuously improving and developing by each year. He is deeply involved in strategic decision making of the company for the progress of the Company. The proposed remuneration of Mr. Malik matches to the prevailing remuneration in the concerned industry, size of the Company, profile of the position etc.

• g. Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, if any: Mr. S.K. Malik is the promoter of the Company holding 12.35% shareholding in the Company. His family members and companies forming part of promoter group collectively hold another 54.82% shareholding in the Company. He is related to Mr. Abhishek Malik Director of the Company being his Father.

3. Other Information

• a) Loss or inadequate profits, and reasons thereof: The Company is having profits, however the managerial remuneration exceeds the limits prescribed under the Companies Act, 2013 and hence this is a case of inadequacy of profits. The profits of the Company are improving on year-on-year basis however still the profits are inadequate

• b) Steps taken or proposed to be taken for improvement: The Company has been taking all measures to maximize overall efficiencies of its operations and reducing cost by doing extensive automation.

Company has also expanded the customer base and expand product range to attract the new customers. Company also introduces the high margin products into their portfolio like Smart Bulb, Panels etc.

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Company has entered into a Joint Venture Agreement with Taehwa Enterprises India Pvt Ltd. Korea, for manufacturing of BLDC Fans.

• c) Expected increase in productivity and profits in measurable terms: Company expects that with growth of revenue, addition of new product lines and new customers and markets, the financial position and profitability of the company shall improve significantly in the coming years.

Particulars	Mr. Sushil Kumar Malik
Date of Birth & Age	9thSeptember,1949 73 years
Designation/category of the Director	Chairman & Managing Director
Date of First Appointment	31stJuly,2018
Qualifications	B.E.(Electronics & Telecomm.), M.B.A
Experience & Expertise	He is the Co-Founder & CEO of Calcom Vision Limited. He is an Electronics Engineer from Delhi College of Engineering and MBA from Delhi University’s Faculty of Management Studies. He is having over four decades of experience in Electronics Industry
Names of other Public Companies in which Directorship held	NIL
Memberships / Chairmanships of Committees of other public companies (includes only Audit and Shareholders / investors Grievance Committee)	NIL
Relationship with Directors Interse	Mr. Abhishek Malik Director of the Company (being his son)
Number of Shares held in the Company	15,79,913

ITEM NO. 4

Mr. Sushil Kumar Malik (DIN: 00085715) and Mr. Abhishek Malik are the Executive Directors of the Company. Section 197 of the Companies Act, 2013 (“the Act”), inter alia, permits payment of remuneration to Executive Directors by way of Commission, if the Company authorises such payment by way of a resolution of members.

Based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors at its meeting held on April 8, 2023, subject to approval of the members, has approved the payment of commission to the said Executive Directors for three Financial Year as per the below mentioned ceiling limits:

Financial Year	Amount of Commission (in INR)
2022-23	Rs. 75,00,000
2023-24	Rs. 1,50,00,000
2024-25	Rs. 2,25,00,000

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The said commission shall be linked to the performance of the Company and it will be accrued and payable if the targets are achieved.

Conditions to be met
Revenue Targets (Rs Cr)		175	300	450
EBITDA* to be maintained (as % to
	6.50	8	9	10
income)
*Before Director Compensation
EBIDTA Targets in Rs Cr for
Executive Directors to be eligible		11.9	22.95	38.25
for commission -85%

The eligibility criteria shall be finalized / modified by the Board / NRC from time – to -time, for payment of commission within the approved limits.

By order of the Board of Directors For Calcom Vision Limited

Place: Greater Noida Date: April 20, 2023

Sd/Aayushi Jindal Company Secretary & Compliance Officer

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