C.E. Info Systems Limited — AGM Information 2023

Sep 1, 2023

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September 01, 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

Sub: Proceedings of 28[th] Annual General Meeting of the Company

Dear Sir / Madam

Pursuant to Regulation 30 read with Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the Regulations), please find enclosed herewith proceedings of 28[th] Annual general Meeting of the Company held on 01[st] September, 2023 at 11:00 A.M. through Video Conferencing (VC) & Other Audio Visual Means (OAVM)

You are requested to take the same on your records.

Thanking You

Yours faithfully, For C.E. Info Systems Limited

Saurabh Digitally signed by Saurabh Surendra Surendra Somani Date: 2023.09.01 Somani 14:28:26 +05'30' Saurabh Surendra Somani Company Secretary & Compliance Officer

Encl: Certificate

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PROCEEDINGS OF TWENTY‐EIGHTH ANNUAL GENERAL MEETING (“AGM”) OF THE MEMBERS OF C.E. INFO SYSTEMS LIMITED

The Twenty-Eighth Annual General Meeting (“AGM”/”Meeting”) of the members of C.E. Info Systems Limited was held on Friday, 1[st] September 2023, at 11.00 a.m. (IST) through Video Conferencing (VC) or Other Audio Visual Means (OAVM) facility, in compliance with the applicable provisions of the Companies Act, 2013 read with MCA General Circular No. 14/2020, dated April 08, 2020, MCA General Circular No. 17/2020, dated April 13, 2020 and MCA General Circular No. 20/2020 dated May 05, 2020, MCA General Circular No. 02/2022 dated May 05, 2022 and MCA General Circular No. 10/2022 dated December 28, 2022.

Mr. Rakesh Kumar Verma, Chairman of the Company, chaired the meeting. The meeting was attended by 143 Members as per the attendance records of the Company. The requisite quorum being present through VC/OAVM, the Chairman called the meeting to order. The Following Directors were present at the meeting:

1. Mr. Rakesh Kumar Verma, Chairman & Managing Director;

2. Mr. Rohan Verma, CEO & Whole Time Director;

3. Mr. Shambhu Singh, Independent Director & Chairman of Audit Committee;

4. Mr. Anil Mahajan, Independent Director & Chairman of Nomination and Remuneration Committee;

5. Ms. Tina Trikha, Independent Director

6. Ms. Rakhi Prasad, Non-Executive Director & Chairman of Stakeholders Relationship and Grievance Committee and

7. Mr. Kartheepan Madasamy, Independent Director.

Ms. Sonika Chandra, Nominee Director could not attend the AGM due to her preoccupation.

Apart from the Directors, Mr. Anuj Kumar Jain, Chief Financial Officer and Mr. Saurabh Somani, Company Secretary and Compliance Officer and Mr. Brijesh Mathur, from Brijesh Mathur & Associates, Chartered Accountants (“Statutory Auditor”) and Mr. Santosh Kumar Pradhan from M/s Santosh Kumar Pradhan, Company Secretaries (“Secretarial Auditor”) and Scrutinizer appointed to scrutinise the e-voting & Voting at AGM process in a fair and transparent manner, also attended the Meeting.

Mr. Saurabh Somani informed the Members that (i) the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, (ii) the Register of contracts or arrangements in which Directors are interested maintained under Section 189 of the Act and (iii) Certificate from Secretarial Auditor as required under Regulation 13 of the Securities Exchange Board of India (Share Based

Employee Benefits and Sweat Equity) Regulations, 2021 were available for inspection during the AGM. He further informed the members that the Company has provided facility for remote e-voting. Remote e voting was opened from Tuesday, August 29, 2023 at 9.00 a.m. upto Thursday, August 31, 2023 at 5.00 p.m. (IST). In order to get maximum participation of shareholders at the AGM, we have provided facility for voting electronically at this meeting. This is a facility by which all shareholders who have not voted through remote e-voting will be able to vote. The Company had provided the facility to cast the votes electronically, on all resolutions set forth in the Notice. Members who have not cast their votes yet electronically through remote e-voting and who are participating in this meeting will have an opportunity to cast their votes during the meeting through the e-voting system provided by CDSL. Members can click on “Vote” tab on the video conference screen to avail this feature.

The Notice of the 28[th] AGM and the Report of the Statutory Auditor and Secretarial Auditor was taken as read with the permission of the Members present as it did not contain any qualification, observation or comment thereof.

Thereafter, the Chairman readout the Chairman’s Speech and Mr. Rohan Verma briefed the Members about the performance of the Company during FY 2022-23 and future outlook. The Chairman’s Speech and the CEO’s Speech is available at the Company’s website at https://www.mapmyindia.com/investor/investor_doc/Annual-Report-202223.pdf forming part of the Annual Report for financial Year 2022-23.

Ms. Saurabh Somani, Company Secretary read the following items of business, as per the Notice of AGM dated August 4, 2023:

S. No	Resolutions	Type of Resolution
	Ordinary Businesses
1.	Adoption of the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31stMarch, 2023.	Ordinary
2.	Declaration of Dividend for the financial year ended 31stMarch, 2023.	Ordinary
3.	Re-Appointment of Director	Ordinary
	Special Businesses
4.	To Consider and Approve the appointment & payment pf professional fees to be paid to Ms. Rakhi Prasad (DIN: 07621845), one of the Non- Executive Director as a consultant.	Special
5.	Re-Appointment of Mr. Rohan Verma (DIN: 01797489) as the Whole Time Director of the Company.	Ordinary

6.	Modification of existing Employee Stock Option Plan, 2008 of C.E. Info Systems Limited	Special
7. ~~I~~	Payment of Commission to Non- Executive Director ofthe Company. ~~I~~	Ordinary

The Chairman, thereafter, informed that in accordance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the applicable circulars issued by MCA and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Securities and Exchange Board of India Circular on e-voting facility provided by Listed Entities dated December 9, 2020 and the Secretarial Standard 2 on General Meetings (SS-2), the members were informed that the Company had provided a remote e-voting facility to the members to cast their votes electronically, on all resolutions set forth in the Notice convening the 28th AGM of the Company. The Members who had not cast their votes through remote e-voting platform were provided with an opportunity to cast their votes, through e-voting system of CDSL during the AGM for 30 minutes after which the meeting would stand closed.

Shareholders were provided a facility to ask questions or express their views through VC, audio and through web chat options on the tabled resolutions. Clarifications were provided to the queries raised by the members.

Mr. Saurabh Somani, Company Secretary & Compliance Officer informed the members that the voting results shall be announced after obtaining the Scrutinizer Report and the same shall be placed on the BSE & NSE website and also on CDSL’s website and on the website of the Company. The results of the voting through e-voting during the Annual General Meeting and remote e-voting opted by the members on the aforesaid resolutions, will be submitted separately in accordance with the provisions of Regulation 44 of the Regulations, along with Scrutinizer's report thereon.

He thanked all and declared proceedings as closed.

The Meeting concluded after E-voting ended at 12:43 PM.