C.E. Info Systems Limited - AGM Information 2023

==> picture [560 x 87] intentionally omitted <==

August 09, 2023

The Listing Department The Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza Dalal Street Bandra Kurla Complex, Bandra (East) Mumbai 400 001 Mumbai 400 051 BSE SCRIP Code: 543425 NSE Symbol: MAPMYINDIA

Subject: Notice of the 28th Annual General Meeting and Annual Report for the FY 2022-23

Ref: Regulation 34(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir / Madam,

We hereby inform you that Annual General Meeting (AGM) is scheduled to be held on Friday, September 01, 2023 at 11:00 AM through Video Conferencing (VC)/Other Audio Visual Means (OAVM) in compliance with the applicable provisions of the Companies Act, 2013 read with MCA Circulars to transact the Ordinary and Special Businesses, as set out in the Notice of the 28[th] AGM.

Please find enclosed the Notice convening the 28[th] AGM and the Annual Report of the Company containing Directors’ Report, Management Discussion & Analysis Report, Business Responsibility & Sustainability Report, Corporate Governance Report, Auditors Report, Standalone & Consolidate Financials and other information.

Further the Notice convening the 28[th] AGM and the Annual Report of the Company for the FY 2022-23 is sent on August 09 2023 to all the Members of the Company whose e-mail addresses are registered with the Company / Depository Participant(s).

The Notice convening the 28[th] AGM and the Annual Report of the Company is also uploaded on the Company’s website at www.mapmyindia.com and on the website of CDSL at www.evotingindia.com.

Kindly acknowledge the receipt of the same.

Thanking you.

Yours faithfully, For C.E. Info Systems Limited Saurabh Digitally signed by Saurabh Surendra Surendra Somani Date: 2023.08.09 Somani 16:48:08 +05'30' Saurabh Surendra Somani Company Secretary & Compliance Officer

==> picture [559 x 78] intentionally omitted <==

==> picture [596 x 76] intentionally omitted <==

�� (formerly known as C.E. Info Systems Pvt Ltd.) ��

��

To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2023 together with the Reports of the Auditors and Board of Directors thereon and, if thought �t, to pass, with or without modi�cation (s), the following resolution as an �� 

� �� pursuant to the provisions of Section 13� of the Companies Act, 2013, the Standalone & Consolidated Financial Statements containing the Balance Sheet as at 31 st March, 2023 and the Pro�t and Loss Accounts ended on that date, Cash Flow Statements along with the notes and schedules appended thereto and the reports of the Auditors and Board of Directors thereon, be and are hereby adopted.”

� �� pursuant to the provisions of Section 123 of the Companies Act, 2013, and based on the recommendation of the Board of Directors of the Company, approval of the Members be and is hereby accorded for declaration of dividend � 150� i.e. Rs. 3/per equity share for the Financial Year ended March 31, 2023.”

��

To appoint a Director in place of Mr. Ra�esh Kumar Verma (DI�� 015�28�2), who retires by rotation and being eligible, offers himself for re-appointment and, if thought �t, to pass with or without modi�cation(s), the following resolution as an ��

� �� Mr. Ra�esh Kumar Verma (DI�� 015�28�2), who retires by rotation, and being eligible, offers himself for re-appointment, be and is hereby appointed as Director of the Company.

��

To declare the payment of Dividend of Rs. 3/- (150�) per Equity Share for the Financial Year ended March 31, 2023 and, if thought �t, to pass, with or without modi�cation (s), the following resolution as an ��

��

1 | Innovating for Impact

==> picture [596 x 77] intentionally omitted <==

RESOLVED THAT

Special Resolution:

“RESOLVED THAT

5 ��

RESOLVED FURTHER THAT

RESOLVED FURTHER THAT

Item No. 5 – Re–appointment of Mr. Rohan Verma (DIN: 01797489) as Whole Time Director of the Company.

Ordinary Resolution:

�� | Annual Report 2022-23 | 2

==> picture [596 x 77] intentionally omitted <==

Employee Stock Option Plan, 2008 of C.E. Info Systems Limited

RESOLVED FURTHER THAT

Special

Resolution:

“RESOLVED THAT

Item No. 7 – Payment of Commission to Non-Executive Directors of the Company

modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT p ursuant to the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013 ('Act') read with Regulation 17(6)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Regulations') as amended from time to time, a sum not exceeding such amount of the net profits of the Company as prescribed under the Act and the SEBI Regulations, calculated in accordance with the provisions of Section 198 of the Companies act, 2013, be paid to and distributed amongst the Directors of the Company or some of them (Other than the Managing and/or Whole Time Director) of the Company in such amounts or proportions and in such manner and in all respects as may be decided by the Board of Directors of the Company and such payments shall be made in respect of the profits of the Company for each year for a period of 3 years from Financial Year 2022-23 onwards.”

By order of the Board of Directors For C.E. Info Systems Limited

Sd/-

Company Secretary & Complianc cer

RESOLVED FURTHER THAT

Register ce:

First, Second & Third Floor, Plot No. 237, Okhla Industrial Estate, Phase III, New Delhi 110020

Place: New Delhi

Date: 04.08.2023

3 | Innovating for Impact

==> picture [596 x 77] intentionally omitted <==

Notes

==> picture [253 x 490] intentionally omitted <==

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.

==> picture [253 x 460] intentionally omitted <==

�� | Annual Report 2022-23 | 4

==> picture [596 x 77] intentionally omitted <==

==> picture [254 x 329] intentionally omitted <==

==> picture [253 x 304] intentionally omitted <==

5 | Innovating for Impact

==> picture [596 x 77] intentionally omitted <==

==> picture [526 x 653] intentionally omitted <==

�� | Annual Report 2022-23 | 6

==> picture [596 x 77] intentionally omitted <==

��

i) The remote e-voting period commences on Tuesday, the 29th day of August, 2023 (9.00 a.m. IST) and ends on Thursday, the 31st day of August, 2023 (5.00
p.m. IST). During this period, Members holding shares either in physical form or in demateriali�ed form, as on Friday, the 25th day of August, 2023 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. 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.
ii) The Board of Directors have appointed Mr. Santosh Kumar Pradhan, Practicing Company Secretary (CP �o. 76�7) as the Scrutini�er to scrutini�e the voting during the AGM and remote e-voting process in a fair and transparent manner.
iii) The Members who have cast their vote by remote e-voting prior to the AGM may also attend/participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again.
iv) 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 Friday, the 25th day of August, 2023, sub�ect to applicable laws.
v) Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the �otice and holding shares as of the cut-off date, may obtain the login ID and password as per instructions mentioned in this �otice. �owever, if he/she is already registered with CDSL for remote e-voting then he/she can use his/her existing �ser ID and password for casting the vote.
The details of the process and manner for remote e-voting are explained herein below�
(i) The voting period begins on Tuesday, August 29 2023 at 09�00 A.M and ends on Thursday,

August 31, 2023 at 05�00 P.M. During this period shareholders� of the Company, holding shares either in physical form or in demateriali�ed form, as on the cut-off date (record date) of August 25, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular �o. 1�/2020 dated April 8, 2020, Circular �o.17/2020 dated April 13, 2020 and Circular �o. 20/2020 dated May 05, 2020. The forthcoming AGM will thus be held through through video conferencing (VC) or other audio visual means (OAVM). �ence, Members can attend and participate in the ensuing AGM through VC/OAVM.
(iii) Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 201� (as amended) and Regulation �� of SEBI (Listing Obligations &amp� Disclosure Requirements)
- Regulations 2015 (as amended), and MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authori�ed e-Voting�s agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the EGM/AGM will be provided by CDSL.
(iv) The Members can �oin the EGM/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

7 | Innovating for Impact

==> picture [596 x 77] intentionally omitted <==

in the �otice. The facility of participation at the EGM/AGM through VC/OAVM will be made available to atleast 1000 members on �rst come �rst 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, �omination and Remuneration Committee and Sta�eholders Relationship Committee, Auditors etc. who are allowed to attend the EGM/AGM without restriction on account of �rst come �rst served basis.

(v) The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.
(vi) Pursuant to MCA Circular �o. 1�/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. �owever, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.
(vii) In line with the Ministry of Corporate Affairs (MCA) Circular �o. 17/2020 dated April 13, 2020, the �otice calling the AGM has been uploaded on the website of the Company at www.mapmyindia.com. The �otice can also be accessed from the websites of the Stoc� Exchanges i.e. BSE Limited and �ational Stoc� Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM �otice is also disseminated on the website of CDSL (agency f or providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.
(viii) The AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular �o. 1�/2020 dated April 8, 2020 and MCA Circular �o. 17/2020 dated April 13, 2020 and MCA Circular �o. 20/2020 dated May 05, 2020.
(ix) In continuation of this Ministry�� ��  dat��05th May, 2020 and 10/2022 dated December 28, 2022 and after due examination, it has been decided to allow companies whose AGMs were due to be held in the year 2023, or become due in the year 2023, to conduct their AGMs on or before 31.12.2023, in accordance with the requirements provided in paragraphs 3 and � of the General Circular �o. 20/2020 as per MCA circular no. 02/2021 dated �anuary,13,2021 and 10/2022 dated December 28, 2022.

��

�� � Access through Depositories CDSL/�SDL e-Voting system in case of individual shareholders holding shares in demat mode.

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

(x) The voting period begins on Tuesday, 29th day of August, 2023 (9�00 AM) and ends on Thursday, 31st day of August, 2023 (5�00 PM). During this period shareholders� of the Company, holding shares either in physical form or in demateriali�ed form, as on the cut-off date August 25, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

�� | Annual Report 2022-23 | 8

==> picture [596 x 77] intentionally omitted <==

(xi) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
(xii) Pursuant to SEBI Circular �o. SEBI/�O/CFD/ CMD/CIR/P/2020/2�2 dated 09.12.2020, under Regulation �� of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders� resolutions. �owever, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

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

In order to increase the ef�ciency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/

websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

�� �� demat mode.

(xiii) In terms of SEBI circular no. SEBI/�O/CFD/CMD/ CIR/P/2020/2�2 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.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and �oining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/�SDL is given below�

��

�sers who have opted for CDSL Easi / Easiest facility, can login through

Individual Shareholders theirexisting user id and password. ��will be made available to reach e-Voting

holding securities in Demat mode with �� page without any further authentication. The users to login to Easi / Easiest are �� requested to visit cdsl website www.cdslindia.com and clic� on login icon & �ew System Myeasi Tab.

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 clic�ing the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or �oining virtual meeting & voting during the meeting.

9 | Innovating for Impact

==> picture [596 x 78] intentionally omitted <==

Additionally, there is also lin�s provided to access the system of all e-Voting Service Providers, so that the user can visit the e- Voting service providers� website directly.

If the user is not registered for Easi/Easiest, option to register is available atcdsl website www.cdslindia.com and clic� on login &amp� �ew System MyeasiTab and then clic� on registration option. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
�. Alternatively, the user can directly access e-Voting page by providing Demat Account �umber and PA� �o. from a e-Voting lin� available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile &amp� 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 and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders holding securities in demat mode with ��

If you are already registered for �SDL IDeAS facility, please visit the e- Services website of �SDL. Open web browser by typing the following �RL� https�//eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, clic� on the �Bene�cial Owner” icon
If the user is not registered for IDeAS e-Services, option to register is available at https�//eservices.nsdl.com. Select �Register Online for IDeAS �Portal or clic� at https�//eservices.nsdl.com/SecureWeb/IdeasDirectReg.�sp
Visit the e-Voting website of �SDL. Open web browser by typing the following �RL� https�//www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, clic� on the icon �Login” which is available under �Shareholder/Member� section. A new screen will open. You will have to enter your �ser ID (i.e. your sixteen digit demat account number hold with �SDL), Password/OTP and a Veri�cation Code as shown on the screen. After successful authentication, you will be redirected to �SDL Depository site wherein you can see e-Voting page. Clic� on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or �oining virtual meeting & voting during the meeting

�� | Annual Report 2022-23 | 10

==> picture [596 x 78] intentionally omitted <==

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

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

�� Members who are unable to retrieve �ser ID/ Password are advised to use Forget �ser ID and Forget Password option available at abovementioned website.

��

�� ~~-~~	�� I l
Individual Shareholders holding securities in Demat mode withCDSL ~~~~~	Members facing any technical issue in login can contact CDSL helpdes� by sending a request at helpdes�.evoting�cdslindia.com or contact at toll free no. 1800 22 55 33 ~~-~~
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact �SDL helpdes� by sending a request at evoting�nsdl.co.in or call at � 022 - �886 7000 and 022 - 2�99 7000 -

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

(xiv) Login method for e-Voting and �oining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.
1) The shareholders should log on to the e-voting website www.evotingindia.com.
2) Clic� on �Shareholders” module.
3) �ow enter your �ser ID
- a) For CDSL� 16 digits bene�ciary ID,
- b) For �SDL� 8 Character DP ID followed by 8 Digits Client ID,

c) Shareholders holding shares in Physical Form should enter Folio �umber registered with the Company.

�) �ext enter the Image Veri�cation as displayed and Clic� on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a �rst-time user follow the steps given below�

11 | Innovating for Impact

==> picture [596 x 78] intentionally omitted <==

	��
PA�	Enter your 10 digit alpha-numeric �PA� issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Shareholders who have not updated their PA� with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA. •
Dividend Ban� Details �� Date of Birth (DOB)	Enter the Dividend Ban� Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Ban� details �eld. •

(xv) After entering these details appropriately, clic� on �S�BMIT” tab.
(xx) Clic� on the �RESOL�TIO�S FILE LI�K” if you wish to view the entire Resolution details.
(xvi) Shareholders holding shares in physical form will then directly reach the Company selection screen. �owever, shareholders holding shares in demat form will now reach �Password Creation� menu wherein they are required to mandatorily enter their login password in the new password �eld. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and ta�e utmost care to �eep your password con�dential.
(xvii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this �otice.
(xviii) Clic� on the EVS� for the relevant �Company �ame� on which you choose to vote.
(xix) On the voting page, you will see �RESOL�TIO� DESCRIPTIO�” and against the same the option �YES/�O” for voting. Select the option YES or �O as desired. The option YES implies that you assent to the Resolution and option
(xxi) After selecting the resolution, you have decided to vote on, clic� on �S�BMIT”. A con�rmation box will be displayed. If you wish to con�rm your vote, clic� on �OK”, else to change your vote, clic� on �CA�CEL” and accordingly modify your vote.
(xxii) Once you �CO�FIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xxiii) You can also ta�e a print of the votes cast by clic�ing on �Clic� here to print” option on the Voting page.
(xxiv) If a demat account holder has forgotten the login password then Enter the �ser ID and the image veri�cation code and clic� on Forgot Password & enter the details as prompted by the system.
(xxv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutini�er for veri�cation.
(xxvi) ��

�� | Annual Report 2022-23 | 12

==> picture [596 x 78] intentionally omitted <==

�on-Individual shareholders (i.e. other than Individuals, ��F, �RI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the �Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
helpdes�.evoting�cdslindia.com.
After receiving the login details a Compliance �ser should be created using the admin login and password. The Compliance �ser would be able to lin� the account(s) for which they wish to vote on.
The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned above for e-voting.
The lin� for VC/OAVM to attend meeting will be available where the EVS� of Company will be displayed after successful login as per the instructions mentioned above for e-voting.
Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. �owever, they will not be eligible to vote at the AGM.
�. Shareholders are encouraged to �oin the Meeting through Laptops / IPads for better experience.
The list of accounts lin�ed in the login will be mapped automatically & can be delin� in case of any wrong mapping.
Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutini�er to verify the same.
Alternatively �on Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authori�ed signatory who are authori�ed to vote, to the Scrutini�er and to the Company at the email address vi�� cs�mapmyindia.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutini�er to verify the same.After entering these details appropriately, clic� on �S�BMIT” tab.

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

Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile �otspot may experience Audio/Video loss due to Fluctuation in their respective networ�. It is therefore recommended to use Stable Wi-Fi or LA� Connection to mitigate any �ind of aforesaid glitches.
Shareholders who would li�e to express their views/as� questions during the meeting may register themselves as a spea�er by sending their request in advance atleast 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at cs�mapmyindia.com. The shareholders who do not wish to spea� during the AGM but have queries may send their queries in advance 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at cs�mapmyindia.com. These queries will be replied to by the company suitably by email.
Those shareholders who have registered themselves as a spea�er will only be allowed to

13 | Innovating for Impact

==> picture [596 x 78] intentionally omitted <==

express their views/as� questions during the meeting.

Only those shareholders, who are 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 available during the AGM.

electronic means may be addressed to Mr. Ra�esh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, � M �oshi Marg, Lower Parel (East), Mumbai - �00013 or send an email to helpdes�.evoting�cdslindia.com or call toll free no. 1800 22 55 33.

OTHER INSTRUCTIONS:

If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

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

For Physical shareholders- please provide necessary details li�e Folio �o., �ame of shareholder, scanned copy of the share certi�cate (front and bac�), PA� (self-attested scanned copy of PA� card), AAD�AR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.
For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

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

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdes�.evoting�cdslindia.com or contact at toll free no. 1800 22 55 33

All grievances connected with the facility for voting by

For Physical shareholdersplease provide necessary details li�e Folio �o., �ame of shareholder, scanned copy of the share certi�cate (front and bac�), PA� (self-attested scanned copy of PA� card), AAD�AR (self-attested scanne
The result declared along with the Scrutini�er�s Report shall be placed on the Company�s website www.mapmyindia.com and on the website of CDSL https�//www.evotingindia.com immediately. The Company shall simultaneously forward the results to BSE and �SE, where the shares of the Company are listed.

STATEMENT OF MATERIAL FACTS ANNEXED TO THE NOTICE PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND REGULATION 36 (3) OF THE SECURITIES EXCHANGE BOARD OF INDIA (SEBI) (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Item No. 4

Ms. Ra�hi Prasad is a �on- Executive Director of the Company and she holds a Bachelor�s degree in Computer Science from the �niversity of Michigan and did Bachelor�s degree of Arts in Economic (�ons) from Lady Shree Ram College. She has more than 22 years of experience in the �eld of Finance and Technology. The Company proposes to enter into a Consultancy Agreement with Ms. Ra�hi Prasad to avail professional services in the areas of development of data analytics

�� | Annual Report 2022-23 | 14

==> picture [596 x 78] intentionally omitted <==

products as detailed in the Consultancy Agreement and for the growth & promotion of the Company at a consultancy fees of Rs. 1,75,000/(One La�h Seventy-Five Thousand) per month effective from 1st October, 2023 for a period of 2 years. She is related to Mr. Ra�esh Kumar Verma, Chairman & Managing Director and Mr. Rohan Verma, CEO & Whole Time Director of the Company. Therefore the approval under section 188(1)(f) of the Act is applicable for the proposed agreement. The details as required under Section 188(1)(f) of the Act readwith Rule 15 of the Companies (Meeting of Boards and its Powers) Rules, 201� is as detailed below�

�� Ms. Ra�hi Prasad�
�� Ms. Ra�hi Prasad is related to Mr. Ra�esh Kumar Verma, Chairman & Managing Director and Mr. Rohan Verma, CEO & Whole Time Director.
��  Mr. Ra�esh Kumar Verma, Chairman & Managing Director and Mr. Rohan Verma, CEO & Whole Time Director.
�. �� The Company proposes to enter into a Consultancy Agreement with Ms. Ra�hi Prasad for availing professional services in relation to Development of Data Analytics Products for the Company and as detailed in the Consultancy Agreement, a professional fees of Rs. 1,75,000 per month for a period of 2 years effective from 1st October, 2023 is proposed to be paid.

Regulation 17(6)(a) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 as amended from time to time along with the noti�cations and circulars issued by SEBI, stipulates the approval of the shareholders for the payment of remuneration to any �on-Executive Directors of the Company. Further, Regulation 17 (6) (ca) of SEBI (Listing Obligations & Disclosure Requirements) Regulations

2015 as amended from time to time along with the noti�cations and circulars issued by SEBI, stipulate the approval of the shareholders by way of a special resolution when the annual remuneration payable to any �on-Executive Director exceeds 50� of the annual remuneration payable to all �on-Executive Directors. Ms. Ra�hi Prasad, �on-Executive Director of the Company received professional fees of Rs. 2,25,000/per month during the period starting from April 1, 2023 as per Consultancy Agreement dated April 22, 2023 and shall further be paid a professional fees of Rs. 1,75,000/per month for a period of two years starting from October 01, 2023. As the proposed total fees payable to Ms. Ra�hi Prasad shall collectively exceed Rs. 2,50,000/per month, it is proposed to ta�e the approval of shareholders of the Company as required under Sectio

The �omination & Remuneration Committee in their meeting held on April 21, 2023 have recommended the proposed agreement to the Board and the Board of Directors at their meeting held on April 22, 2023 have approved to enter into this Consultancy Agreement sub�ect to the approval of Members as required under Section 188(1)(f) and Regulation 17(6)(a) & 17 (6) (ca) of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.

The proposed resolution does not relate to or affect the business interest of any other Company in which the Promoter, Director, Manager or Key Managerial Personnel have substantial interest.

�one of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested, �nancially or otherwise, in the resolution set out at Item �o. � except Mr. Ra�esh Kumar Verma, Managing Director of the Company and Mr. Rohan Verma, Whole Time Director and Chief Executive of�cer of the Company, being the relatives of Ms. Ra�hi Prasad

The directors recommend the said resolution for the approval of the members of the Company by way of a special Resolution.

15 | Innovating for Impact

==> picture [596 x 78] intentionally omitted <==

��

Mr. is a Whole Time Director of the Company degree from degree of Business Administration from in and has been involved in the day to day operations of the Company. The Members in the Annual approved the revision in the terms of appointment of Mr. as Whole Time Director of the

The directors recommend the said resolution for the Ordinary Resolution..

Item No. 6

Remuneration Committee and the Board in their respective Mr. is proposed to be Company for further period of �� from remuneration of Rs. (Rupees one crore

of an annual increment upto As

members by a special resolution. The details of the

of Mr. Rohan as the Whole Time Director the approval of members of the Company.

The proposed resolution does not relate to or affect the business interest of any other Company the Managerial

the Company and their relatives are concerned or in the resolution Managing Director of the Company

Sl.	Clause No.	Existing Clause	Proposed Clause
l	2.3	the Amendment to be exercisable at the end of each year VestingSchedule: Fromthedateof thePlan,25%ofthe VestedOptionsshall	Amendment to the Options granted shall be vested at the end of from the date of VestingSchedule: Fromthedateofthe Plan,50% 3rd&balance50%at theendof4thYear grant;

==> picture [250 x 69] intentionally omitted <==

�� | Annual Report 2022-23 | 16

==> picture [596 x 78] intentionally omitted <==

a) ull details of Variations: As mentioned above.

b) ationale: options of the Company.

c) Details of Employees who are ��ciaries of such plan: post the approval by the members of the Company.

==> picture [529 x 60] intentionally omitted <==

after the approval by the members.

Item No.

==> picture [536 x 70] intentionally omitted <==

Considering the rich experience and expertise brought to the Board by the Non-Executive Directors, it is proposed by the Board in their meeting held on 4th August, 2023, that remuneration not exceeding such amount as prescribed under the Act and SEBI Regulations, be paid and distributed amongst the Non-Executive Directors of the Company in accordance with the recommendations of the Nomination and Remuneration Committee and approved by the Board of Directors of the Company for a period of 3 years from Financial Year 2022-23 onwards. Such payment will be in addition to the sitting fees paid for attending Board/Committee meetings.

The Proposed resolution does not relates to or affect the business interest of any other Company in which the Promoters, Directors, Managers or Key Managerial Personnel of the Company have substantial interest.

All the Directors of the Company and their relatives (except the Managing Director and the Whole Time Director of the Company) are concerned or interested in the resolution to the extent of the remuneration that may be received by each of these Directors.

The Board recommends the approval of the said resolution by the members of the Company by Ordinary Resolution.

Place: New Delhi By order of the Board of Directors for Date: 04.08.2023 C.E. INFO SYSTEMS LIMITED Registered office: Sd/First, Second & Third Floor, Saurabh Surendra Somani Plot No. 237, Okhla Industrial Estate, Company Secretary & Compliance Officer Phase III, New Delhi 110020

17 | Innovating for Impact

==> picture [596 x 78] intentionally omitted <==

��

��	��	��	��	��
1.	��	076218�5	01797�89	015�28�2
2.	��	20th �une, 1978, Age� �� years	31st August,1985, Age� 37 years	16th December, 1950 Age� 72 years
3.	��	September 9, 2020	April 1, 2019	February 17, 1995
�.	Œ��ȟ��ȟǌłṛ	M.S., Financial Engineering & BS, Computer Science	Bachelor�s degree in Electrical Engineering from the Stanford �niversity, �SA and Master�s degree of Business Administration from the London Business School in 2015.	Bachelor�s degree in Mechanical Engineering (�ons.) from the Birla Institute of Technology and Science, Pilani, in 1972 and Master�s degree of Business Administration from The Eastern Washington �niversity, �.S.A, in 1979.
5.	�� ȟł�ṏḍæȟ��ẗł æṩȟǌł�� ��	Financial & Technology	Industry Experience, Technical, Management & Leadership S�ill	Industry Experience, Technical, Management & Leadership S�ills
6.	��	22 Years	19 years	51 years
7.	�� ��	�IL	l	�IL
8.	�� �� ��	5	5	5
9.	�� �� �� ��	As per the resolution at item no. � of this �otice read with Explanatory Statement.	As per resolution at item no. 5 read with explanatory statement.	As per resolution at item no. 3.
10.	��	Spinclabs Private Limited	1. Infidreams Industries Private Limited 2. Kogo Tech Labs Private Limted 3. Cholamandalam Investment And Finance Company Limited	1. Gtropy Systems Private Limite 2. Chirag Associates Private Limited 3. Vidteq (India) Private Limited

�� | Annual Report 2022-23 | 18

==> picture [596 x 78] intentionally omitted <==

11.	�� �� �� �� �� �� �� �� �� �� ��	�IL	2	�IL
12.	�� ��	3,133	2,8�,786	2,31,63,080
13.	�� �� ��	Daughter of Mr. Ra�esh Kumar Verma, Chairman and Managing Director of the Company and Sister of Mr. Rohan Verma, Whole Time Director and Chief Executive Of�cer of the Company.	Son of Mr. Ra�esh Kumar Verma, Chairman and Managing Director of the Company and brother of Ms. Ra�hi Prasad, �on- Executive Director of the Company.	Father of Mr. Rohan Verma CEO & WTD and Ms. Ra�hi Prasad, �on- Executive Director of the Company.

��

�� 

Registered o��ce: First, Second & Third Floor, Plot No. 237, Okhla Industrial Estate, Phase III, New Delhi 110020

Sd/Saurabh Surendra Somani Co��an� Secretar� � Co��iance O��cer

19 | Innovating for Impact

AI assistant

C.E. Info Systems Limited AGM Information 2023

59486_rns_2023-08-09_438114e9-94ff-43bd-8372-717d04b8e9b0.pdf

��

��

��

��

��

��

“RESOLVED THAT

RESOLVED FURTHER THAT

RESOLVED FURTHER THAT

Item No. 5 – Re–appointment of Mr. Rohan Verma (DIN: 01797489) as Whole Time Director of the Company.

Employee Stock Option Plan, 2008 of C.E. Info Systems Limited

RESOLVED FURTHER THAT

“RESOLVED THAT

Item No. 7 – Payment of Commission to Non-Executive Directors of the Company

By order of the Board of Directors For C.E. Info Systems Limited

Sd/-

RESOLVED FURTHER THAT

Place: New Delhi

Notes

��

��

��

OTHER INSTRUCTIONS:

Item No. 4

��

Item No. 6

b) ationale: options of the Company.

Item No.

��

AI assistant

C.E. Info Systems Limited — AGM Information 2023

59486_rns_2023-08-09_438114e9-94ff-43bd-8372-717d04b8e9b0.pdf

������

��������������������

����������������������������������������

�������������������

����������������������������������������� �������������������������������������� �����

“RESOLVED THAT

RESOLVED FURTHER THAT

RESOLVED FURTHER THAT

Item No. 5 – Re–appointment of Mr. Rohan Verma (DIN: 01797489) as Whole Time Director of the Company.

Employee Stock Option Plan, 2008 of C.E. Info Systems Limited

RESOLVED FURTHER THAT

“RESOLVED THAT

Item No. 7 – Payment of Commission to Non-Executive Directors of the Company

By order of the Board of Directors For C.E. Info Systems Limited

Sd/-

RESOLVED FURTHER THAT

Place: New Delhi

Notes

��������������������������������

��������������������������������� ���� �������������������������������������� �������������

�������������������� ������������

OTHER INSTRUCTIONS:

Item No. 4

����������

Item No. 6

b) ationale: options of the Company.

Item No.

���������������� ����������������

More from C.E. Info Systems Limited

C.E. Info Systems Limited AGM Information 2023

��

��

��

��

��

��

��

��

��

��