Cambridge Technology Enterprises Ltd. — AGM Information 2022

Sep 3, 2022

September 03, 2022

The Listing Dept., The Listing Dept., BSE Ltd The National Stock Exchange of India Ltd Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex Dalal Street, Fort, Bandra (East), Mumbai – 400 001 Mumbai – 400 051

Dear Sir/Madam,

Sub: Notice of 23[rd] Annual General Meeting (AGM). Ref: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

We wish to inform you that the 23[rd] Annual General Meeting (AGM) of the Company is scheduled to be held on Thursday, September 29, 2022 at 03.00 PM IST through Video Conference (“VC”) or Other Audio Visual Means (“OAVM”) in compliance with applicable provisions of the Companies Act, 2013 read with General Circular Nos. 20/2020, 17/2020, 14/2020, 02/2021 and 02/2022 dated May 5, 2020, April 13, 2020, April 8, 2020, January 13, 2021 and May 05, 2022 respectively, issued by Ministry of Corporate Affairs (collectively referred to as “MCA Circulars”) and Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79, SEBI/HO/CFD/CMD2/CIR/P/2021/11 and SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 12, 2020, January 15, 2021 & May 13, 2022 respectively, issued by SEBI (collectively referred to as “SEBI Circulars”), without the physical presence of the Members at a common venue.

In this regard, we enclose herewith a copy of Notice of 23[rd] Annual General Meeting. The said notice inter-alia contains the agenda proposed to be taken up, resolutions to be passed, manner of approval proposed, etc.). The same will be available on the website of Company at https://www.ctepl.com/.

The following are the details as required under Schedule III of Listing Regulations read with SEBI Circular CIR/CFD/CMD/4/2015 dated September 09, 2015:

• Date of notice: September 01, 2022

• Brief details viz. agenda proposed to be taken up and resolution to be passed:

Ordinary Business – Ordinary Resolutions

• 1 To receive, consider and adopt the audited financial statements (including the consolidated financial statements) of the Company for the financial year ended March 31, 2022 and the reports of the Board of Directors and auditors thereon.

• 2 To appoint a Director in place of Mr. Dharani Raghurama Swaroop, Director (DIN:00453250) who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

Special Business – Special Resolutions

• 4 Appointment of Mr. Amudala Sreeramulu Nageswar Rao (DIN 07030259) as Non-Executive, Independent Director of the Company.

Please refer AGM Notice for details on resolutions to be passed.

Registered & Corporate Office: Cambridge Technology Enterprises Limited Bengaluru Mumbai Chennai Cabin No. 1, 4 & 5, Level 1 (Ground Floor), 91 Springboard Business Hub Pvt Ltd, 4th Level 4, A Wing, Dynasty Business AMARA SRI, situated at old No: Block 1, Cyber Pearl, Hitec City, Madhapur Floor, #175 & #176, Dollars Colony, Phase 4, Park Andheri Kurla Road, Andheri 313, New No: 455, Block No: 75, Hyderabad - 500 081, Telangana, India. JP Nagar, Bannerghatta Main Road, (E) Mumbai - 400 059, 7th floor, Anna Salai Teynampet, Tel:+91-40-4023-4400 Bengaluru - 560 076, Karnataka, India. Maharashtra, India. Chennai 600018, Tamilnadu, Fax:+91-40-4023-4600 Tel: +91-80-4633-4400 Tel:+91-22-6786-9410 India Email id: investors@ctepl.com Fax:+91-80-4299-5779 Fax:+91-22-6786-9199 Tel: 040-40234400

www.ctepl.com

CIN: L72200TG1999PLC030997

 Manner of approval proposed: Item 1 & 2 - Ordinary Resolution(s); Item 3 – Special Resolution.

The business as set out in the Notice may be transacted through electronic means. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020, May 05, 2020, January 13, 2021 & May 05, 2022, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as venue e-voting on the date of the AGM will be provided by NSDL.

The remote e-voting period begins on Monday, September 26, 2022 at 09:00 A.M. and ends on Wednesday, September 28, 2022 at 05:00 P.M. During this period shareholders’ of the Company, may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

Members will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e- Voting system. Those Members, who will be present in the AGM through VC / OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the AGM.

• Other details: Please refer AGM notice for other details.

The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of September 22, 2022. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. September 22, 2022, may cast their vote electronically.

Detailed procedure for Remote E-voting / E-voting at AGM / for attending AGM through VC or OAVM is provided in the Notice of the 23[rd] AGM.

Further, as informed earlier vide our letter dated September 01, 2022, the Register of Members and Share Transfer Books of the company will remain closed from Friday, September 23, 2022 to Thursday, September 29, 2022 (both days inclusive) for the purpose of Annual General Meeting of the Company.

We request you to take the above information on record.

Thanking you,

Yours faithfully ,

For Cambridge Technology Enterprises Limited

ASHISH Digitally signed by ASHISH BHATTAD BHATTAD Date: 2022.09.03 14:52:33 +05'30' Ashish Bhattad (Company Secretary & Compliance Officer) Membership No. A34781

Registered & Corporate Office: Cambridge Technology Enterprises Limited Bengaluru Mumbai Chennai Cabin No. 1, 4 & 5, Level 1 (Ground Floor), 91 Springboard Business Hub Pvt Ltd, 4th Level 4, A Wing, Dynasty Business AMARA SRI, situated at old No: Block 1, Cyber Pearl, Hitec City, Madhapur Floor, #175 & #176, Dollars Colony, Phase 4, Park Andheri Kurla Road, Andheri 313, New No: 455, Block No: 75, Hyderabad - 500 081, Telangana, India. JP Nagar, Bannerghatta Main Road, (E) Mumbai - 400 059, 7th floor, Anna Salai Teynampet, Tel:+91-40-4023-4400 Bengaluru - 560 076, Karnataka, India. Maharashtra, India. Chennai 600018, Tamilnadu, Fax:+91-40-4023-4600 Tel: +91-80-4633-4400 Tel:+91-22-6786-9410 India Email id: investors@ctepl.com Fax:+91-80-4299-5779 Fax:+91-22-6786-9199 Tel: 040-40234400

www.ctepl.com

CIN: L72200TG1999PLC030997

NOTICE OF 23[RD] ANNUAL GENERAL MEETING

NOTICE is hereby given that the 23[rd] Annual General Meeting of the Members of Cambridge Technology Enterprises Limited will be held on Thursday, September 29, 2022, at 03.00 p.m. IST through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business:

ORDINARY BUSINESS

1. Adoption of Financial Statements.

To receive, consider and adopt the audited financial statements (including the consolidated financial statements) of the Company for the financial year ended March 31, 2022 and the reports of the Board of Directors and auditors thereon.

2. Appointment of Mr. Dharani Raghurama Swaroop as a Director liable to retire by rotation

To appoint a Director in place of Mr. Dharani Raghurama Swaroop, Director (DIN:00453250) who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

3. Appointment of Mr. Amudala Sreeramulu Nageswar Rao (DIN 07030259) as Non-Executive, Independent Director of the Company.

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

“RESOLVED THAT pursuant to provisions of Sections 149, 150, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Regulation 16(1)(b), 17 and other applicable provisions, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. Amudala Sreeramulu Nageswar Rao (DIN 07030259), who was appointed as an Additional Director (Non-Executive & Independent) of the Company by the Board of Directors with effect from September 05, 2022 and who holds office up to the date of ensuing Annual General Meeting, and whose appointment as an Independent Director is recommended by the Nomination and Remuneration Committee and the Board of Directors of the Company, and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013, be and is hereby appointed as a Director and also as an Independent Director of the Company for a period of five years with effect from September 05, 2022 and the term shall not be subject to retirement by rotation.

By the order of the Board For Cambridge Technology Enterprises Limited Sd/Hyderabad Ashish Bhattad September 01, 2022 Company Secretary & Compliance Officer M. No. A34781

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NOTES:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, (“the Act”) and other applicable provisions, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 setting out material facts relating to Special Business to be transacted at the Annual General Meeting is annexed hereto. The Board of Directors of the Company at its Meeting held on September 01, 2022 considered that the special business under Item No. 3, being considered unavoidable, be transacted at the 23[rd] AGM of the Company.

2. In view of the massive outbreak and continuing Covid-19 pandemic, social distancing is a norm to be followed and the Ministry of Corporate Affairs (“MCA”) has vide its General Circular Nos. 20/2020 dated May 05, 2020, 17/2020 dated April 13, 2020, 14/2020 dated April 08, 2020, 02/2021 dated January 13, 2021 and Circular No. 02/2022 dated May 05, 2022 (collectively referred to as “MCA Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through video conferencing (VC) or other audio visual means (OAVM), without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and MCA Circulars, the AGM of the Company is being convened through VC / OAVM. Hence, Members can attend and participate in the ensuing AGM through VC/OAVM. In terms of the aforesaid Circulars, the businesses set out in the Notice will be transacted by the members only through remote e-voting or through the e-voting system provided during the meeting while participating through VC facility. The Company will also publish an advertisement in newspaper containing the details about the AGM i.e., the conduct of the AGM through VC/OAVM, date and time of the AGM, availability of the notice of AGM at the Company’s website, manner of registering the email ID’s of those shareholders who have not registered their email addresses with the Company/RTA and other matters as may be required.

3. In compliance with the Circulars issued by MCA and SEBI, Notice of the AGM along with the Annual Report 2021-22 (consisting of Financial Statements including Board’s Report, Corporate Governance Report, Management Discussion & Analysis Report, Auditors’ Report and other documents required to be attached therewith) is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories/depository participants. Physical copy of the notice of the 23[rd] AGM along with Annual Report for the financial year 2021-22 shall be sent to those Members who request for the same. Members may note that the Notice and Annual Report 2021-22 will also be available on the Company’s website https://www.ctepl.com/, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at https://www.bseindia.com/ and https://www.nseindia.com/ respectively, and on the website of NSDL https://www.evoting.nsdl.com.

4. The relevant details, pursuant to Regulations 36(3) of the Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking appointment/re-appointment at this AGM is annexed herewith and/or is disclosed elsewhere in Annual Report/AGM Notice.

5. The Members of the Company at the 22[nd] Annual General Meeting (‘AGM’) held on September 27, 2021 approved the appointment of M/s. B R A N D & Associates LLP, Chartered Accountants as the Auditors of the Company for a period of five years from the conclusion of the said AGM till the conclusion of the 27[th] AGM to be held in the year 2026.

6. Ms. Priyanka Rajora, Practicing Company Secretary [C P No. 22886] (Proprietor of M/s. Rajora and Co, Practicing Company Secretaries) has been appointed by the Board of Directors as the Scrutinizer to scrutinize the e-voting system during AGM and remote e-voting process in a fair and transparent

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manner. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board Resolution or Authority letter, etc., authorizing its representative [with attested specimen signature of the duly authorized signatory(ies)] to attend the AGM through VC / OAVM on its behalf and/or to vote through remote e-voting/e-voting system provided in AGM. The said Resolution/Authority letter shall be sent to the Scrutinizer by email through its registered email address to priyanka@rajoraandco.com with a copy marked to evoting@nsdl.co.in. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

1. The Register of Members and Share Transfer Books of the Company will remain closed from Friday, September 23, 2022 to Thursday, September 29, 2022 (both days inclusive) for the purpose of Annual General Meeting of the Company.

2. As per Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requests for effecting transfer of securities shall not be processed unless the securities are held in dematerialized form with a depository. Also, transmission or transposition of securities held in physical or dematerialised form shall be effected only in dematerialised form. In view of this, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company’s Registrars and Transfer Agents, Aarthi Consultants Private Limited for assistance in this regard. Members may also refer to Company’s website w.r.t procedure for converting physical shares into electronic mode. Members may also visit web site of depositories viz. NSDL or CDSL for further understanding about the demat procedure: NSDL website: https://nsdl.co.in CDSL website: https://www.cdslindia.com

3. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register their email addresses in respect of shares held in dematerialized form with their respective Depository Participants and in respect of shares held in physical form with the Company’s Registrar and Transfer Agent, M/s. Aarthi Consultants Private Limited.

Further it is inform you that Company’s Registrars and Transfer Agents, Aarthi Consultants Private Limited have a facility to register on their website under Investor Services/ Go Green Feedback Tab http://www.aarthiconsultants.com/investor_services

1. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to Aarthi Consultants Private Ltd in case the shares are held by them in physical form.

Aarthi Consultants Private Ltd., 1-2-285, Domalguda, Hyderabad - 500 029 Telangana State, India Tel: +91-40-27638111, 27634445 Fax: +91-40-27632184 E-mail: info@aarthiconsultants.com

1. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Members are requested to submit the said details to their DP in case the shares are held by them in electronic form and to Aarthi Consultants Private Limited in case the shares are held in physical form.

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1. The Company has designated an exclusive email ID investors@ctepl.com, which would enable the investors/ shareholders to post their grievances, if any, by quoting their Registered Folio Number, Client ID, and Number of shares. However, it may be noted that the Company would not respond to any kind of malicious allegations made by the shareholders with ulterior motives. Members seeking any information with regard to the accounts and operations of the Company or the businesses covered under the Notice of 23[rd] AGM, are requested to write to the Company on or before September 22, 2022 through email on investors@ctepl.com. The same will be replied by the Company suitably.

2. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number to investors@ctepl.com on or before September 22, 2022. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

Members who would like to express their views or have questions or seeking any information with regard to the accounts and operations of the Company or the businesses covered under the Notice of AGM, are requested to write to the Company mentioning their name, demat account number/folio number, email id, mobile number on or before September 22, 2022 through email on investors@ctepl.com.

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

2. Members are requested to note that dividends not encashed or claimed within seven years from the date of transfer to the Company’s Unpaid Dividend Account, were transferred to the Investor Education and Protection Fund (IEPF). All shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company in the name of Investor Education and Protection Fund from time to time.

3. The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act and certificate from the Statutory Auditors of the Company confirming the compliance of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 will be available for inspection through electronic mode during the continuance of AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an email to investors@ctepl.com.

4. Members are requested to provide or update (as the case may be) their bank details with the respective depository participants for the shares held in dematerialized form and with the Registrar & Share Transfer Agent in respect of shares held in physical form.

5. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Registrar and Share Transfer Agents of the Company.

6. Non-Resident Indian Members are requested to inform RTA, immediately on:

(a) Change in their residential status on return to India for permanent settlement;

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(b) Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with PIN Code number, if not furnished earlier.

1. Instructions for e-voting and joining the AGM are as follows.

GENERAL INSTRUCTIONS FOR ACCESSING AND PARTICIPATING IN THE 23[RD] AGM THROUGH VC/OAVM FACILITY AND VOTING THROUGH ELECTRONIC MEANS INCLUDING REMOTE E-VOTING

1. In compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020, MCA Circular No. 17/2020 dated April 13, 2020 MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 02/21 dated January 13, 2021, MCA Circular No. 02/2022 dated May 05, 2022 and all other relevant circulars issued from time to time, physical attendance of the Members to the AGM venue is not required and general meeting be held through video conferencing (VC) or other audio visual means (OAVM). Hence, AGM is being held through VC/OAVM in compliance of the above said circulars and Members can attend and participate in the ensuing AGM through VC/OAVM.

2. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

3. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance 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 Attendance Slip are not annexed to this Notice. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting.

4. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act. No separate attendance form is being enclosed with the notice. The place of the AGM for the statutory purposes shall be the registered office of the Company.

5. The business as set out in the Notice may be transacted through electronic voting system. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020, May 05, 2020, January 13, 2021 and May 05, 2022, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as venue e-voting on the date of the AGM will be provided by NSDL. Those Members, who will be present in the AGM through VC / OAVM facility

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and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the AGM.

1. In line with the MCA Circulars, the Notice calling the AGM has been uploaded on the website of the Company at https://www.ctepl.com/. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at https://www.bseindia.com/ and https://www.nseindia.com/ respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. https://www.evoting.nsdl.com.

2. A person, whose names is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on cut-off date i.e., September 22, 2022, only shall be entitled to avail facility of remote e-voting or e-voting system to be provided in the meeting through VC/OAVM. A person who is not a member as on the cut-off date should treat this notice for information purpose only. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date.

3. The members who have cast their vote by remote e-voting prior to AGM may also attend the AGM, but shall not be entitled to cast their e-vote again.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Monday, September 26, 2022 at 09:00 A.M. and ends on Wednesday, September 28, 2022 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. September 22, 2022, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being September 22, 2022.

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

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 and joining virtual meeting 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:

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Type of shareholders	Login Method
Individual Shareholders	1. Existing IDeAS user can visit the e-Services website of NSDL Viz.
holding securities in	https://eservices.nsdl.com either on a Personal Computer or on
demat mode with NSDL.	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 or e-Voting service provider
	i.e. NSDL and you will be re-directed to e-Voting website of NSDL
	for casting your vote during the remote e-Voting period or joining
	virtual meeting & voting during the meeting.
	2. If you are not registered for IDeAS e-Services, option to register
	is available at https://eservices.nsdl.com. Select “Register Online
	for IDeAS Portal” or click at
	https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3. Visit the e-Voting website of NSDL. Open web browser by typing
	the following URL: https://www.evoting.nsdl.com/ either on a
	Personal Computer or on a mobile. Once the home page of e-
	Voting system is launched, click on the icon “Login” which is
	available under ‘Shareholder/Member’ section. A new screen
	will open. You will have to enter your User ID (i.e. your sixteen
	digit demat account number hold with NSDL), Password/OTP and
	a Verification Code as shown on the screen. After successful
	authentication, you will be redirected to NSDL Depository site
	wherein you can see e-Voting page. Click on company name or e-
	Voting service provider i.e. NSDL and you will be redirected to e-
	Voting website of NSDL for casting your vote during the remote
	e-Voting period or joining virtual meeting & voting during the
	meeting.
	4. Shareholders/Members can also download NSDL Mobile App
	“NSDL Speede” facility by scanning the QR code mentioned
	below for seamless voting experience.

Individual Shareholders 1. Existing users who have opted for Easi / Easiest, they can login holding securities in through their user id and password. Option will be made demat mode with CDSL available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

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1. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.

2. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in 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 provided links for the respective ESP i.e. NSDL where the e- Voting is in progress. Individual Shareholders You can also login using the login credentials of your demat account (holding securities in through your Depository Participant registered with NSDL/CDSL for e- demat mode) login Voting facility. upon logging in, you will be able to see e-Voting option. through their depository Click on e-Voting option, you will be redirected to NSDL/CDSL Depository participants 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 or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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

Login type	Helpdesk details
Individual Shareholders holding securities	Members facing any technical issue in login can contact
in demat mode with NSDL	NSDL helpdesk by sending a	request at
	evoting@nsdl.co.in or call at toll free no.:	1800 1020 990
	and 1800 22 44 30
Individual Shareholders holding securities	Members facing any technical issue in login can contact
in demat mode with CDSL	CDSL helpdesk by sending a	request at
	helpdesk.evoting@cdslindia.com or contact at 022-
	23058738 or 022-23058542-43

B) Login Method for e-Voting and joining virtual meeting 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.

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1. 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. 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.

2. Your User ID details are given below :

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

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.

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1. 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.

2. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

3. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

4. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

5. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

6. 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 and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting 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 and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

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.

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

7. 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 priyanka@rajoraandco.com with a copy marked to evoting@nsdl.co.in.

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.

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1. 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 toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Mr. Amit Vishal, Senior Manager – NSDL 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), AADHAAR (self-attested scanned copy of Aadhaar Card) by email to Company’s Registrars and Transfer Agents, Aarthi Consultants Private Limited at info@aarthiconsultants.com or to Company at investors@ctepl.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 (selfattested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card) to the Company at investors@ctepl.com or please contact your respective Depository Participant (DP) and register your email address as per the process advised by your DP. 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 and joining virtual meeting 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.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID

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and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

1. Members are encouraged to join the Meeting through Laptops for better experience.

2. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

3. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

4. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/folio number, PAN, email id, mobile number to investors@ctepl.com on or before September 22, 2022. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

5. Members who would like to express their views or have questions/seeking any information with regard to the accounts and operations of the Company or the businesses covered under the Notice of AGM, are requested to write to the Company mentioning their name, demat account number/folio number, email id, mobile number at investors@ctepl.com on or before September 22, 2022. The same will be replied by the company suitably.

6. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM.

OTHER INSTRUCTIONS

1. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes member of the Company after the notice is send through e-mail and holding shares as of the cut-off date i.e. September 22, 2022 , may obtain the login ID and password by sending a request at evoting@nsdl.co.in or to Issuer/RTA. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or call on toll free no. 1800 1020 990 and 1800 22 44 30 . In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. September 22, 2022 may follow steps mentioned in the Notice of the AGM under “Access to NSDL e-Voting system”.

2. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast during the AGM, thereafter unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the AGM and submit a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him/board, who shall countersign the same.

3. The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website i.e., https://www.ctepl.com/ and on the website of NSDL i.e., https://www.evoting.nsdl.com/ immediately after the result is declared by the Chairman or by any other person authorized by the

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Chairman and the same shall also be communicated to National Stock Exchange of India Limited and BSE Limited, where the shares of the Company are listed.

1. In case of any queries with respect to remote e-voting, 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 toll free no.: 1800 1020 990 /1800 224 430. You may also send a request to evoting@nsdl.co.in or contact Mr. Amit Vishal, Asst. Vice President – NSDL at evoting@nsdl.co.in who will address the grievances on remote e-voting or in case of any technical assistance is required at the time of log in/ assessing/ voting at the Meeting through VC/OAVM or who need assistance with using the technology before or during the meeting.

By the order of the Board

For Cambridge Technology Enterprises Limited

Sd/- Hyderabad Ashish Bhattad September 01, 2022 Company Secretary & Compliance Officer M. No. A34781

AN EXPLANATORY STATEMENT SETTING OUT THE MATERIAL FACTS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 & APPLICABLE PROVISIONS OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Item No. 3

The Board of Directors appointed Mr. Amudala Sreeramulu Nageswar Rao (having DIN 07030259) as an Additional Director (Non-Executive & Independent) effective from September 05, 2022 in its meeting dated September 01, 2022 in terms of Section 161 of the Companies Act, 2013 (the “Act”) and holds office up to the date of forthcoming Annual General Meeting of the Company. Based on the recommendation of Nomination & Remuneration Committee and approval of the Board, and subject to approval of shareholders, he is also appointed as an Independent Director of the Company for a period of five years with effective from September 05, 2022, in terms of Section 149 read with Schedule IV of the Companies Act, 2013 ('the Act') and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations 2015').

Notices in writing have been received from Member of the Company under Section 160 of the Companies Act, 2013 signifying his intention to propose Mr. Amudala Sreeramulu Nageswar Rao as candidate for the office of the Director at the AGM of the Company.

Profile of Mr. Amudala Sreeramulu Nageswar Rao

Mr. Amudala Sreeramulu Nageswar Rao has over 30 years’ experience in the Banking/Finance area Business and Financial Planning & Analytics, structure corporate finance, Overseeing budgeting, budget implementations. He has an expert knowledge in overall analysing Business with Strategic Planning, Budgeting and Compliance across the tenure and extensive experience in conceptualizing and implementing Management Accounting function with internal controls. He is a Fellow member of the Institute of Cost Accountants of India, Fellow member of the Institute of Company Secretaries of

13

India and Certified Associate of Indian Institute of Bankers (CAIIB). He holds degree in Master of Arts and Bachelor of Science. He also serves as an Independent Director in 6 companies.

Mr. Rao is currently working as Company Secretary and General Manager (Accounts) in Gloster Cables Limited, a manufacturing company and previously served as Company Secretary in a BSE listed company. He also worked as CFO in a company engaged in manufacturing, practiced as Company Secretary and consultant. He also served as former Assistant General Manager with scheduled commercial bank with exposure to areas of Credit, Forex, Risk Management, ALM at Head Office of the Bank and in charge for Exceptionally large Branches of the Bank Branches, for more than 3 decades with 3 different Banks.

He also acts as a Director of following Companies as on date:

KMC Constructions Limited GVR Infra Projects Limited Gennex Laboratories Limited KMC Infratech Limited Thrissur Expressway Limited Basel Practitioners Private Limited

As per the requirements of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR) Regulations, 2015” or “Listing Regulations 2015”] (as amended) and Clause 1.2.5 of the Secretarial Standard 2 (Revised) as issued by the Institute of Company Secretaries of India, a statement containing the requisite details of Mr. Amudala Sreeramulu Nageswar Rao seeking re-appointment is given below:

Name of the Director	Mr. Amudala Sreeramulu Nageswar Rao
DIN	07030259
Date of Birth	20/05/1956
Date of first appointment	September 05, 2022
on the Board
Age	66 Years
Brief Resume	Mr. Amudala Sreeramulu Nageswar Rao has over 30 years’
	experience in the Banking & Finance area i.e., Credit/Forex/Risk
	Management Operations (Banking), Business and Financial Planning
	& Analytics, structure corporate finance, Overseeing budgeting,
	budget implementations. He also serves as an Independent Director
	in six companies. He is currently working as Company Secretary and
	General Manager (Accounts) in Gloster Cables Limited, a
	manufacturing company. Please refer above for detailed profile.
Qualification	Mr. Nageswar Rao is a Fellow member of the Institute of Cost
	Accountants of India, Fellow member of the Institute of Company
	Secretaries of India and Certified Associate of Indian Institute of
	Bankers (CAIIB). He holds degree in Master of Arts and Bachelor of
	Science.
Experience	Mr. Rao has more than 30 years’ of experience in Banking/Finance
	area Business and Financial Planning & Analytics, structure corporate
	finance, Overseeing budgeting, budget implementation. He also has
	an extensive experience in conceptualizing and implementing
	Management Accounting function with internal controls.

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Terms & Conditions of	Terms & Conditions of	Draft letter of appointment of Independent Directors setting out the
appointment along	with	terms and conditions would be available for inspection without any
Remuneration sought to be		fee by the Members at the Registered Office of the Company during
paid		normal business hours on any working day (i.e. except Saturdays,
		Sundays & Public Holidays) up to the date of the ensuing General
		Meeting and is also uploaded on the website of the company. Sitting
		fees for attending Board and / or Committee Meetings is sought to
		be paid to Mr. Nageswar Rao.
Remuneration last drawn		Not Applicable
Disclosure of relationships		Not Applicable
between directors	inter-
se/Relationship with	other
Directors, Manager	and
other Key Managerial
Personnel of the Company
Nature of his expertise in		Banking/Finance area Business and Financial Planning & Analytics,
specific functional areas		structure corporate finance, Overseeing budgeting, budget
		implementations, Secretarial Compliances.
Number of Meetings of the		Not Applicable
Board attended
during the year
Names of Companies/LLP		1. KMC Constructions Limited
in which he holds the		2. GVR Infra Projects Limited
directorship		3. Gennex Laboratories Limited
		4. KMC Infratech Limited
		5. Thrissur Expressway Limited
		6. Basel Practitioners Private Limited
Names of listed entities in		1. Gennex Laboratories Limited
which he holds	the
directorship
Name of Listed entities		Nil
from he has resigned	in the
past three years
Names of Companies in		He is a member of the Committees in Companies, the details are as
which he holds	the	stated below:
membership/chairmanship		1. M/s. KMC Constructions Limited
of Committees of the		i. CSR Committee
Board		ii. Audit Committee
		iii. Nomination & Remuneration Committee
		2. M/s. KMC Infratech Limited
		i. Audit Committee
		ii. Nomination & Remuneration Committee
		3. M/s. Thrissur Expressway Limited
		i. Audit Committee
		ii. Nomination & Remuneration Committee
		4. M/s. Gennex Laboratories Limited
		i. Audit Committee
		ii. Nomination & Remuneration Committee
		iii. Stakeholders Relationship Committee
		He does not hold chairmanship of committees of the Board of any
		company.

15

Names of Listed Companies	Names of Listed Companies	Names of Listed Companies	He is a member of the Committees in Listed Company (ies), the
in which he holds		the	details are as stated below:
membership/chairmanship			1. M/s. Gennex Laboratories Limited
of Committees	of	the	i. Audit Committee
Board			ii. Nomination & Remuneration Committee
			iii. Stakeholders Relationship Committee
			He does not hold chairmanship of any of the above said committees.
Shareholding	in	the	Nil
Company	including
shareholding	as	a
beneficial owner
The skills and capabilities			The skills and capabilities required for the role are Business and
required for the	role	and	Financial Planning, Banking & Finance, Strategic Planning. Mr.
the manner in which		the	Nageswar Rao has the skills and capabilities, in the matters
proposed person meets			pertaining to Banking, Finance, Strategic Planning, Business &
such requirements/		the	Financial Planning, Compliance, Governance, Overseeing Budgeting,
justification for	choosing		Budget Implementations, Corporate Restructure, Merger,
the appointee			Acquisition, Joint Venture Structuring, etc. His long experience in the
			above said areas has sharpened his aforesaid skills. His skills and
			capabilities will be extremely helpful for the Company in Business
			and Financial Planning, Banking & Finance, Strategic Planning, etc.

Mr. A. S. Nageswar Rao has given his consent to act as Director of the Company. He also confirmed his eligibility to be appointed/re-appointed as director on the Company’s Board and also that he does not attract any of the disqualifications prescribed under the Companies Act, 2013. Mr. A. S. Nageswar Rao is not disqualified from being appointed as Director in terms of Section 164 of the Act. The Company has also received declaration from Mr. A. S. Nageswar Rao that he meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. He declared that he is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his ability to discharge his duties with an objective independent judgment and without any external influence. He has complied with sub-rule (1) and/or sub-rule (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, Mr. A. S. Nageswar Rao fulfill the conditions for appointment as an Independent Director as specified in the Act and the SEBI (LODR) Regulations, 2015. Mr. A. S. Nageswar Rao do not hold any shares in the Company either directly or on beneficial basis. He acts as a Director of another listed entity i.e., Gennex Laboratories Limited. He holds membership of the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee of the Board in another listed entity i.e., M/s. Gennex Laboratories Limited, a listed entity. There is no relationship between directors inter-se. The Board of Directors further confirm that in the opinion of the Board, Mr. A. S. Nageswar Rao, the independent director proposed to be appointed possesses the relevant expertise, have rich experience and fulfils the conditions specified in the Act and the rules made thereunder and that the proposed director is independent of the management of the Company. He has expertise in specific functional areas and is eminent personality in his respective field. Mr. A. S. Nageswar Rao by taking active participation in the Board and/or Committee meetings may play critical role in Business and Financial Planning, Banking & Finance, Strategic Planning, etc., which will enhance the transparency and decision making process of the Board of Directors. The Board considers that the continued services of the said director would be of immense benefit to the company and it is desirable to avail his services. The mentioned points in this para and his brief profile justifies choosing Mr. A. S. Nageswar Rao for appointment as an Independent Director of the Company.

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Hence, it is proposed to appoint Mr. A. S. Nageswar Rao as Non-Executive Independent Director of the Company and to hold office for five consecutive years with effect from September 05, 2022.

Necessary documents in this regard including copy of the draft of appointment letter of Mr. A. S. Nageswar Rao as Non-Executive Independent Director setting out the terms and conditions, subject to Covid-19 restrictions, are available for inspection and such documents shall be so made available for inspection in physical or in electronic form during normal business hours on any working day (i.e. except Saturdays, Sundays & Public Holidays) up to the date of conclusion of forthcoming AGM at the Registered Office of the company and copies thereof shall also be made available for inspection in physical or electronic form at the Registered Office of the company and also at the Meeting being conducted through VC/OAVM. The terms & conditions of appointment of Independent Directors are also available on the website of the Company viz., https://www.ctepl.com/

Mr. A. S. Nageswar Rao and his relatives are interested in the special resolution set out at Item No. 3 of the notice relating to his appointment. Save and except as aforesaid, none of the Directors and Key Managerial Personnel of the Company, or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 3 of the notice except to the extent of their shareholding in the Company.

The Board of Directors, considering the experience and expertise of Mr. A. S. Nageswar Rao and based on recommendation of Nomination and Remuneration Committee, recommends the special resolution at Item No. 3 of the Notice for approval of the members.

By the order of the Board

For Cambridge Technology Enterprises Limited Sd/Hyderabad Ashish Bhattad September 01, 2022 Company Secretary & Compliance Officer M. No. A34781

17

Annexure - 1

As per the requirements of Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR) Regulations, 2015” or “Listing Regulations 2015”] (as amended) and Clause 1.2.5 of the Secretarial Standard 2 (Revised) as issued by the Institute of Company Secretaries of India, a statement containing the requisite details of Mr. Dharani Raghurama Swaroop is given below:

Name of the Director		Mr. Dharani Raghurama Swaroop
DIN		00453250
Date of Birth		April 09, 1959
Date of first appointment on the Board		28thJanuary, 1999
Age		63 Years
Brief Resume		Dharani Raghurama Swaroop, Whole – Time Director of
		Cambridge Technology Enterprises Limited (“CT”) heads the
		overall Indian operations and is responsible for the
		corporate governance and statutory compliances-related
		aspects of the said Company. Prior to his association with
		CT, Swaroop co-founded a successful IT systems integration
		company comprising of more than 150 personnel. Swaroop
		holds an Electrical Engineering degree from Jawaharlal
		Nehru Technological University, India.
Qualification		Degree in Electrical Engineering from Jawaharlal Nehru
		Technological University.
Experience		He has more than 35 years of experience
Terms & Conditions of appointment		The basic salary is in the range of INR 25,00,000/- to INR
along with Remuneration sought to be		40,00,000/- per annum payable monthly. The terms and
paid		conditions along with detailed remuneration are as
		specified in Notice of 22ndAnnual General Meeting
		conducted on September 27, 2021 and the same is available
		on website of the Company i.e., www.ctepl.com.
Remuneration last drawn		Remuneration drawn for the FY 2021-22 is INR 55,90,000/-
Disclosure of relationships between		Nil
directors inter-se/Relationship	with
other Directors, Manager and other Key
Managerial Personnel of the Company
Nature of his expertise in specific		Statutory Compliances, Overseeing Operations, IT Services
functional areas		and Corporate Strategic Planning
Number of Meetings of the Board		05
attended during the year 2021-22
Names of Companies/LLP in which he		Cambridge Technology Enterprises Limited and DS Unics
holds the directorship		Infotech Private Limited.
Names of Listed Companies in which he		Cambridge Technology Enterprises Limited
holds the directorship
Name of Listed entities from which he		Nil
has resigned in the past three years
Names of Companies (including Listed		He is a member of the following Committees of the Board
Companies) in which he holds	the	of the Cambridge Technology Enterprises Limited (Listed
membership of Committees of	the	Entity) viz., Audit Committee, Stakeholders Relationship
Board		Committee and Finance Committee.
Shareholding in the Company including		9200 Shares (0.047%).
shareholding as a beneficial owner

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CORPORATE INFORMATION

BOARD OF DIRECTORS

1. Mr. Dharani Raghurama Swaroop - Whole – Time Director

2. Mrs. Jayalakshmi Kumari Kanukollu - Independent Director

3. Mr. Sridhar Lalpet - Independent Director

4. Mr. Stefan Hetges - Non-Executive Director

5. Mr. Naveen Kumar Yelloji – Non-Executive Director

6. Ms. Manjula Aleti – Independent Director

MANAGEMENT TEAM

1. Mr. Dharani Raghurama Swaroop - Whole – Time Director

2. Mr. Sanjiv Nathwani – Chief Business Officer, Cambridge Technology Inc., USA

3. Mr. Raghavan Madabhushi – Senior Vice President, Emerging Markets & New Accounts

4. Nitin Tyagi - Senior Vice President - Enterprise Solutions, Cambridge Technology Inc., USA

5. Sudip Kar - Senior Vice President – Delivery, Cambridge Technology Inc., USA

CFO & COMPANY SECRETARY

Chirravuri Subrahmanya Leeladhar – Chief Financial Officer Ashish Bhattad – Company Secretary & Compliance Officer

REGISTERED & CORPORATE OFFICE

Cambridge Technology Enterprises Limited Cabin No. 01, 04 & 05, Level 1 (Ground Floor), Block I, Cyber Pearl, Hitec City, Madhapur, Hyderabad – 500081 Telangana State, India. Tel: +91-40-40234400 Fax: +91-40-40234600 URL: https://www.ctepl.com/ E-mail ID: investors@ctepl.com CIN: L72200TG1999PLC030997

BANKERS

HDFC Bank Limited, Kotak Mahindra Bank Limited, Citi Bank N.A., IDBI Bank Limited & Axis Bank Limited

STATUTORY AUDITORS

B R A N D & Associates LLP, Chartered Accountants Ground Floor, Sri Durga Nilayam, Plot – 622, Aurora Colony, Banjara Hills, Hyderabad - 500 034, Telangana State, India

INTERNAL AUDITORS

M. Anandam & Co., Chartered Accountants 7 ‘A’ Surya Towers, Sardar Patel Road, Secunderabad - 500 003, Telangana State, India

REGISTRAR AND SHARE TRANSFER AGENTS

Aarathi Consultants Private Ltd CIN: U74140TG1992PTC014044 SEBI Registration No. INR000000379 1-2-285, Domalguda, Hyderabad – 500 029, Telangana. Tel: +91-40-27638111; Fax +91-40-27632184 info@aarthiconsultants.com Website: http://www.aarthiconsultants.com/

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