C.E. Info Systems Limited — Proxy Solicitation & Information Statement 2024

Oct 5, 2024

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October 05, 2024

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 : Postal Ballot Notice – Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

Dear Sir / Madam,

Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations’), as amended from time to time, we enclosed herewith a copy of the Postal Ballot Notice ('Notice') of C.E. Info Systems Limited (‘the Company’) dated 3[rd] October, 2024, being sent by email to all shareholders on Saturday, 5[th] October 2024 along with the explanatory statement pursuant to the applicable provisions of the Companies Act, 2013 ('Act') read with the Listing Regulations, for seeking approval of the Members of the Company for the below mentioned Ordinary Resolution:

Agenda Item No.	Description of the Ordinary Resolutions
1	Appointment of Mr. Vijay Ajmera (DIN: 03142576) as Director of the Company

In accordance with various Circulars issued by the Ministry of Corporate Affairs (‘MCA’), from time to time, the postal ballot notice is being sent only through electronic mode to all those Members whose names are recorded in the Register of Members/List of Beneficial Owners, whose e-mail IDs registered with the Company’s Registrars and Transfer Agents (‘RTA’) as at the closure of Friday, the 27[th] September 2024 (‘Cut-Off Date’).

The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide remote e-voting facility to its members. The remote e- voting period commences on Sunday, 6[th] October, 2024 from 10:00 A.M. (IST) and ends on Monday, 4[th] November 2024, at 5:00 P.M. (IST). The e-voting module shall be disabled by CDSL thereafter. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up Equity share capital of the Company as on the cut-off date. Please note that communication of assent (FOR) or dissent (AGAINST) of the Members would only take place through the remote e-voting system. The members who have not registered their email address may register their email address by following the procedure as prescribed in the Notes accompanying the Notice of Postal Ballot.

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The said Notice of Postal Ballot is also made available on the website of the Company at www.mapmyindia.com and on the website of CDSL at www.evoting.india.com. You are requested to kindly take the same on your records.

Kindly take the above on your records.

Thanking you.

Yours faithfully, For C.E. Info Systems Limited

Saurabh Digitally signed by Saurabh Surendra Surendra Somani Date: 2024.10.05 Somani 11:49:19 +05'30' Saurabh Surendra Somani Company Secretary & Compliance Officer

Encl.: Postal Ballot Notice dated 03.10.2024

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NOTICE OF POSTAL BALLOT

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

Dear Member(s),

NOTICE is hereby given, pursuant to the provisions of Section 110 of the Companies Act, 2013 (the “ Companies Act ”), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force (the “ Rule ”), read with the General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs (“ MCA ”) (hereinafter collectively referred to as “ MCA Circulars ”), Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“ SS‐ 2 ”) and any other applicable law, rules and regulations, including any statutory modification or re-enactment thereof for the time being in force, that the Resolution appended below is proposed to be passed as an Ordinary Resolution by the Members of C. E. Info Systems Limited (the “ Company ”) through Postal Ballot only by voting through electronic means (“ remote e‐voting ”) process.

An explanatory statement pursuant to Section 102 of the Companies Act and other applicable legal provisions of the Companies Act, the Rule, pertaining to the said Resolution, setting out the material facts and the reasons thereof, is also appended.

The Company has engaged the services of Central Depository Services (India) Limited (hereinafter referred to as the “CDSL”) for facilitating e-voting to enable the members to cast their votes electronically instead of dispatching postal ballot forms. In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories. If your e-mail address is not registered with the Company/ Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice and login ID and password for remote e-voting. The communication of the assent or dissent/voting of the Members on the resolution would only take place through the remote e-voting system.

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In compliance with Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Provisions of Section 108 & 110 of the Act readwith the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted to only e-voting viz. by casting votes electronically instead of submitting postal ballot forms. The instructions for e-voting are appended to this Notice. Pursuant to Rule 22(5) of the Companies (Management and Administration Rules) 2014, the Company has appointed Mr. Santosh Kumar Pradhan, Practicing Company Secretary (FCS-6973 and C.P. No.-7647) as the scrutinizer (the “ Scrutinizer ”) to conduct the Postal Ballot voting through remote e-voting process in a fair and transparent manner.

The remote e-voting period will commence from 10:00 a.m. (IST) on Sunday, the 6[th] October, 2024 and will end at 5:00 p.m. (IST) on Monday, the 4[th] November, 2024. The Scrutinizer will submit his report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting.

Members desiring to exercise their vote through the e-voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice not later than 5:00 p.m. (IST) on Monday, the 4[th] November, 2024. The e-voting facility will be disabled by CDSL immediately thereafter and will not be allowed beyond the said date and time.

The said results along with the Scrutinizer’s Report would be intimated to BSE Limited and National Stock Exchange of India Limited, where the equity shares of the Company are listed and would be available on their website at www.bseindia.com and www.nseindia.com respectively. Additionally, the results will also be uploaded on the Company’s website www.mapmyindia.com and on the website of Central Depository Services Limited (CDSL) (Agency for providing e-voting platform) i.e. www.evotingindia.com.

The proposed resolution, if approved, will be taken as having duly passed on the last date specified for e-voting by the requisite majority of Members by means of Postal Ballot i.e. 4[th] November, 2024.

SPECIAL BUSINESS:

ITEM NO. 1:

APPOINTMENT OF MR. VIJAY AJMERA (DIN: 03142576) AS DIRECTOR OF THE COMPANY

To consider and if thought fit, to pass with or without modification(s), the following resolution as an ORDINARY RESOLUTION:

“RESOLVED that pursuant to the provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Regulation 17 (1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of the Articles of Association of the Company and as recommended by the Nomination and Remuneration Committee & Board, the approval of the Members of the Company be and is hereby accorded for the appointment of Mr. Vijay Ajmera (DIN: 03142576), as a Director of the Company and who shall not be liable to retire by rotation."

By Order of the Board of Directors of C. E. Info Systems Limited

Sd/‐

Saurabh Surendra Somani Company Secretary & Compliance Officer

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

Place: New Delhi Date: 03.10.2024

NOTES:

1. An Explanatory Statement pursuant to Section 102 read with Section 110 and other applicable provisions, as amended, of the Companies Act, 2013 setting out all material facts in respect of the resolutions contained in the above Notice is appended and forms part of the Notice.

2. Pursuant to the provisions of Section 110 of the Act read with the Rules and the MCA Circulars, your Company has an option for the above mentioned resolutions, to seek the approval of the Members through Postal Ballot (via remote e-voting only), instead of getting the same passed at a General Meeting. Accordingly, if the resolutions are approved by the Members through Postal Ballot via remote e-voting, it shall be deemed to have been passed as if the same has been passed at a General Meeting of the Members convened in this regard.

3.A. Dispatch of Postal Ballot Notice through electronic mode

In compliance with the MCA Circulars, the Notice of the Postal Ballot is being sent by electronic mode only to those members whose names appears in the Register of Members/ List of Beneficial Owners maintained by the Registrar and Share Transfer Agent (“ RTA ”)/ Depositories respectively as at close of business hours on Friday, the 27[th] September, 2024 , (the ‘ cut‐off date’ ) and whose e-mail IDs are registered with the Company/RTA/ Depositories. As per the MCA Circulars, physical copy of the Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot. Members are requested to provide their assent or dissent through remote e-voting only. Further, the members who have not registered their email IDs can get register the same in the manner provided in this Notice.

B. Registration of Email ID

Members are requested to register their email ID permanently by following the procedure as mentioned below:

• (a) Members holding shares in physical mode are requested to send Form ISR-1, SH-13, ISR-2 (if signature is not match with Company’s record) to the registered office of the Registrar and Share Transfer Agent (‘ RTA ’) of the Company i.e. Link Intime India Private Limited Noble Heights, 1st Floor Plot NH2, C-1 Block LSC, Near Savitri Market, Janakpuri, New Delhi-110058 for receiving the Postal Ballot Notice, remote e-voting instructions and User ID & Password.

• (b) Members holding shares in demat form are requested to register/update mail id with your Depository Participant (“DP”) and generate password as procedure given in e-voting instructions as below.

• (c) Members whose names appears in the Register of Members/ List of Beneficial Owners as on the cutoff date i.e. Friday, the 27[th] September, 2024 are eligible to vote on the resolution set forth in this Notice.

4. The Notice of Postal Ballot is also placed on the website of the Company i.e., www.mapmyindia.com and the website of Central Depository Services Limited (CDSL) i.e. www.evotingindia.com and at the relevant sections of the websites of the stock exchanges on which the shares of the Company are listed i.e. www.bseindia.com and www.nseindia.com .

5. In compliance with the provisions of Sections 108 and 110 of the Act, read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company is pleased to offer E-voting facility to its Members, to enable them to cast their votes electronically. The Company has appointed Central Depository Services Limited (CDSL) i.e. www.evotingindia.com for facilitating e-voting to enable the members to cast their votes electronically (hereinafter referred to as the “Remote e-voting”).

6. Pursuant to the provisions of Section 110, the MCA Circulars and other applicable provisions, if any, of the Act read with the Companies (Management and Administration) Rules, 2014, assent or dissent of the Members in respect of the resolutions contained in this Notice dated 3[rd] October, 2024 is being taken through remote E-voting only.

7. There will be one E-vote for every Folio/Client ID irrespective of the number of joint holders.

8. The remote e-voting period begins on 10:00 a.m. (IST) on Sunday, the 6[th] October, 2024 and will end at 5:00 p.m. (IST) on 4[th] Monday, the 4[th] November, 2024 . During this period, the Members, whose names appear in the Register of Members /Beneficial Owners as on the record date (cut-off date) i.e 27[th] September, 2024 , may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. 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, 27[th] September, 2024.

9. Voting Rights in the Postal Ballot cannot be exercised by a proxy.

10. The Board of Directors have appointed Mr. Santosh Kumar Pradhan (FCS-6973 and C.P. No. 7647), Practising Company Secretary as the Scrutiniser for conducting the Postal Ballot process in a fair and transparent manner. The Scrutiniser have communicated their willingness to be appointed for the said purpose.

11. The Scrutiniser will, after the conclusion of remote e-voting, scrutinise the votes cast through remote e-voting, submit his report to the Chairman or a person authorised by him, who shall countersign the same and declare results of the Postal Ballot/E-voting at the Corporate Office of the Company within two working days from the conclusion of remote e-voting and the same, along with the consolidated Scrutiniser’s Report, will be placed on the website of the Company website- www.mapmyindia.com and the website of CDSL (www.evotingindia.com) immediately after the declaration of result by the Chairman and in his absence, any Director/officer of the Company authorised by the Chairman and the same will also be communicated to BSE Limited and the National Stock Exchange of India Limited.

12. The Resolution(s) as mentioned in the notice shall be deemed to have been passed on 4[th] November, 2024, being the last date for e-voting. The Company will also display the results of the Postal Ballot at its registered office and at the corporate office.

13. All documents referred to in the accompanying Notice and the statement under Section 102 of the Act, shall be open for inspection during normal business hours on all working days until the last working day specified for casting votes through remote e-voting.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E‐VOTING:

• Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

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

• (i) The voting period begins on 6[th] October, 2024 at 10:00 AM and ends on 4[th] November, 2024 at 5:00 PM. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 27[th] September, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

• (iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 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. However, 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 efficiency 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.

• Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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 for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in Demat mode withCDSL Depository	1. 2. 3. 4.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit cdsl website www.cdslindia.com and click on login icon & New 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 clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at cdsl website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode withNSDL Depository	1) 2) 3)	If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting 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 name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 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 enteryourUser ID(i.e.yoursixteendigit demat accountnumber holdwith

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 name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Individual	You can also login using the login credentials of your demat account
Shareholders	through your Depository Participant registered with NSDL/CDSL for e-
(holding	Voting facility. After Successful login, you will be able to see e-Voting
securities in	option. Once you click on e-Voting option, you will be redirected to
demat mode)	NSDL/CDSL Depository site after successful authentication, wherein you
login through	can see e-Voting feature. Click on company name or e-Voting service
their	provider name and you will be redirected to e-Voting service provider
Depository	website for casting your vote during the remote e-Voting period.
Participants
(DP)

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. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.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 NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 022-4886 7000 and 022-2499 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.

• (v) Login method for Remote e-Voting 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) Click on “Shareholders” module.

• 3) Now enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click 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 first-time user follow the steps given below:	6) If you are a first-time user follow the steps given below:
	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank 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 Bank details field.

• (vi) After entering these details appropriately, click on “SUBMIT” tab.

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, 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 field. 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 take utmost care to keep your password confidential.

• (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (ix) Click on the EVSN for the relevant C.E. Info Systems Limited on which you choose to vote.

• (x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

• (xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI 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 helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• 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 scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; cs@mapmyindia.com, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id .

2. 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 e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 22 55 33

“EXPLANATORY STATEMENT

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

As required by Section 102 of the Companies Act, 2013 (the “Act”), Secretarial Standard on General Meetings (SS-2) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the following Explanatory Statement sets out all material facts relating to the businesses mentioned under Item No. 1 of the accompanying Notice dated 3[rd] October, 2024.

Item No. 1:

The Board of Directors at their meeting held on 9[th] August, 2024, upon receipt of a Letter dated 7th August, 2024 from M/s. Phonepe Private Limited, nominating Mr. Vijay Ajmera (DIN: 03142576) as a Director on the Board of the Company, in place of Ms. Sonika Chandra (DIN: 09193853), the existing Nominee Director on the Board of the Company, had appointed Mr. Vijay Ajmera (DIN:03142576), as an Additional Director on the recommendation of the Nomination & Remuneration Committee under the capacity of Non-Executive & Professional of the Company, with effect from 9[th] August, 2024 under Sections 149, 150, 152 & 161 of the Act and the Articles of Association of the Company.

Regulation 17 (1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Regulations) requires the approval of shareholders for appointment or re-appointment of a person on the Board of Directors is taken at the next General Meeting or within a time period of 3 months from the date of appointment, which is earlier by way of an Ordinary resolution. Hence, to comply with the requirements of Regulations 17(1C) of SEBI Regulations for the appointment of Mr. Vijay Ajmera as a Director of the Company, it is proposed to take the approval of Shareholders through Postal ballot.

The details of Mr. Vijay Ajmera, proposed to be appointed as Director as required under Regulation 36(3) of SEBI Regulations and Secretarial Standards-2 are as detailed below:

Name	Mr. Vijay Ajmera
DIN	03142576
Age	42 years
Qualification and Experience (including expertise in speci�ic functional area) / BriefResume	Mr. Vijay Ajmera is a Chartered Accountant with All India Rank 17 in CA. He has been associated with PhonePe since 2019 and is currently heading Finance and Accounting as Vice President. He has 20+ years of experience in Fin-Tech, E-Commerce, Media, and IT Industries in business and finance roles. He was earlier associated with MapMyIndia as a Director for a brief period i.e., from 03 March 2020 to 27 July 2021. Before joining PhonePe, he was running a digital lending start-up, prior to that he was leading the lending business and finance at Snapdeal till early 2016. He was one of the early members to join Snapdeal in 2010 and was part of the leadership team that helped build and scale the company to be among the top 3 E-commerce companies in India. Prior to Snapdeal, he worked with NDTV Limited and Infosys Limited in various finance roles.

Skills and Capabilities	He has 20+ years of experience in Fin-Tech, E-Commerce, Media, and IT Industries in business and finance roles
Date of �irst appointmenton the Board	09thAugust 2024
Directorships held in other **companies **	Indus Appstore Singapore Pte. Ltd.
Resignations from the Listed Companies in thepast threeyears	None
Memberships/ Chairmanships of committees of other companies	None
Number of Equity Shares held in the Company	Nil
Relationship between Directors and other KMPs inter‐se	None
Number of meetings of the Board, attended during the last �inancial year(FY 2023‐24)	Not Applicable
Remuneration (including sitting fees, if any) last drawn in �inancial year(FY 2023‐24)	Not Applicable
Remuneration proposed to be paid	Sitting fees as may be approved by the Board from time to time.
Terms and conditions of Appointment/ Re‐appointment	He is proposed to be appointed as a Non-Executive & Professional Director in the Company and he shall not be liable toretire byrotation.

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

None of the Promoters, Directors, Key Managerial Personnel & Relatives of these persons are interested in the proposed resolution except Mr. Vijay Ajmera, being the proposed appointee.

The Directors recommend the said resolution for the approval of the members of the Company by way of an Ordinary resolution.

By Order of the Board of Directors of C. E. Info Systems Limited

Sd/‐

Saurabh Surendra Somani Company Secretary & Compliance Officer

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

Place: New Delhi Date: 03.10.2024