CG Power and Industrial Solutions Limited — Proxy Solicitation & Information Statement 2021

Nov 30, 2021

CG Power and Industrial Solutions Limited

Registered Office: CG House, 6th Floor, Dr Annie Besant Road, Worli, Mumbai 400 030, India T: +91 22 2423 7777 F: +91 22 2423 7733 W: www.cgglobal.com Corporate Identity Number: L99999MH1937PLC002641 Smart solutions.

Our Ref: COSEC/195/2021-22

30th November, 2021

By portal

The Corporate Relationship Department BSE Limited 1st Floor, New Trading Ring Rotunda Building, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001 Scrip Code : 500093

The Assistant Manager - Listing National Stock Exchange of India Ltd. Exchange Plaza, Bandra-Kurla Complex, Sandra (East), Mumbai 400 051

Scrip Id : CGPOWER

Dear Sir/Madam,

Sub: Postal Ballot of CG Power and Industrial Solutions Limited ('the Company').

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Board of the Company is seeking the approval of Members of the Company through Postal Ballot for the following:

• 1. Appointment of Mr. Sriram Sivaram (DIN: 01070444) as an Independent Director; and
• 1. Appointment of Mr. Kalyan Kumar Paul (DIN: 08935145) as a Non-Executive Non-Independent Director.

In this connection, we enclose a copy of the Postal Ballot Notice is being sent to the Members electronically today i.e. 30th November, 2021 .

The Notice of the Postal Ballot is being sent to all the Members, whose names appear in the Register of Members / list of Beneficial Owners as received from National Securities Depository Limited and Central Depository Services (India) Limited and whose email IDs are registered with the Company I Depositories as on Friday, 26th November, 2021 .

The voting period will commence from Wednesday, 01 st December, 2021 at 09:00 a.m. (1ST) and end on Thursday, 30th December, 2021 , at 05:00 p.m. (1ST).

We request you to take the same on record.

Thanking you Yours faithfully, For CG Power and Industrial Solutions Limited

P Varadarajan Company Secretary and Compliance Officer

Encl: as above

CG POWER AND INDUSTRIAL SOLUTIONS LIMITED

(CIN: L99999MH1937PLC002641)

Registered Office: 6th Floor, CG House, Dr. Annie Besant Road, Worli, Mumbai 400 030 Email: investorservices@cgglobal.com; Website: www.cgglobal.com Phone: +91 22 2423 7777; Fax: +91 22 2423 7733

NOTICE OF POSTAL BALLOT

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

Dear Shareholders,

NOTICE is hereby given pursuant to Section 110 and other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read together with the Companies (Management and Administration) Rules, 2014 (as amended from time to time), including any statutory modification or re-enactment thereof for the time being in force, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) ("SEBI LODR"), Secretarial Standard issued by the Institute of Company Secretaries of India on General Meetings ("SS-2") and the relaxations and clarifications issued by Ministry of Corporate Affairs vide General Circular No. 14/2020 dated 8th April, 2020 read with General Circular No. 17/2020 dated 13th April, 2020, General Circular No. 22/2020 dated 15th June, 2020, General Circular No. 33/2020 dated 28th September, 2020, General Circular No. 39/2020 dated 31st December, 2020 and General Circular No. 10/2021 dated 23rd June, 2021 ("MCA Circulars") and the Securities and Exchange Board of India Circular Nos. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated 12th May, 2020 and SEBI/HO/CFD/ CMD2/CIR/P/2021/11 dated 15th January, 2021 ("SEBI Circulars") and other applicable laws and regulations, if any, that the proposed resolutions appended below are proposed as Ordinary Resolutions for approval of the Members of CG Power and Industrial Solutions Limited ("the Company") through Postal Ballot by way of remote e-voting process ("remote e-voting").

As per the MCA Circulars and SEBI Circulars, the Company is sending Postal Ballot Notice along with e-voting instructions (the "Notice") only by way of e-mail to all its Members who have registered their email addresses with the Company or depository(ies)/ depository participants and the communication of assent / dissent of the Members on the Ordinary Resolutions proposed in the Notice will only take place through the remote e-voting system. This Notice is accordingly being issued to the Members in compliance with the MCA Circulars. A detailed explanatory statement setting out the material facts concerning the Ordinary Resolutions and instructions for e-voting are also annexed to this Notice for your consideration.

PROPOSED RESOLUTIONS SPECIAL BUSINESS:

Item No. 1:

Appointment of Mr. Sriram Sivaram (DIN: 01070444) as an Independent Director

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149,150,152,160 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 read with Schedule IV of the Companies Act, 2013 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Sriram Sivaram (DIN: 01070444), who was appointed as an Additional Director (Non-Executive Independent) of the Company pursuant to the provisions of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company, with effect from 11th June 2021, and in respect of whom the Company has received a notice in writing from a Member proposing his candidature for the office of Director, be and is hereby appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation and to hold office for a term of five consecutive years from 11th June 2021 to 10th June 2026"

Item No. 2:

Appointment of Mr. Kalyan Kumar Paul (DIN: 08935145) as a Non-Executive Non-Independent Director

To consider and if thought fit, to pass, the following resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 152 and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Kalyan Kumar Paul (DIN: 08935145), who was appointed as an Additional Director (Non-Executive Non-Independent) of the Company pursuant to the provisions of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company, with effect from 11th June 2021, and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013, from a Member proposing his candidature for the office of Director, be and is hereby appointed as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation."

By Order of the Board of Directors For CG Power and Industrial Solutions Limited

P Varadarajan Company Secretary Membership No. ACS 8237

Mumbai, 30th November, 2021

NOTES:

• (a) The explanatory statement pursuant to Section 102(1) and Section 110 of the Companies Act, 2013 ("Act") read together with Rule 22 of the Companies (Management and Administration) Rules, 2014 setting out material facts is annexed hereto and forms part of the Postal Ballot Notice ("Notice").
• (b) In accordance with the provisions of the Act and Ministry of Corporate Affairs, Government of India's General Circular No.14/2020 dated 8th April, 2020 read with General Circular No. 17/2020 dated 13th April, 2020, General Circular No. 22/2020 dated 15th June, 2020 and General Circular No. 33/2020 dated 28th September, 2020, General Circular No. 39/2020 dated 31st December, 2020, and General Circular No. 10/2021 dated 23rd June, 2021 ("MCA Circulars") and the Securities and Exchange Board of India Circular Nos. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated 12th May, 2020 and SEBI/HO/CFD/ CMD2/ CIR/P/2021/11 dated 15th January, 2021 ("SEBI Circulars"), Notice is being sent in electronic form only by email to those members whose names appear in the Register of Members / List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited ("NSDL") / Central Depository Services (India) Limited ("CDSL") and Registrar and Share Transfer Agent of the Company i.e. Datamatics Business Solutions Limited (formerly known Datamatics Financial Services Limited) ("RTA") as on Friday, 26th November, 2021 ("Cut-Off Date") and who have or will register their email address with their Depository Participant(s) ("DPs") or with RTA in accordance with the process outlined in this Notice.
• (c) Voting rights shall be reckoned in proportion to the paid-up equity shares registered in the name of the Member as on the Cut-Off date. Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only. It is however, clarified that all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/ RTA/ Depositories) shall be entitled to vote in relation to the aforementioned Resolution in accordance with the process specified in this Notice.
• (d) In compliance with provisions of Section 108 and Section 110 and other applicable provisions of the Act, as amended, read together with the Rule 20 and 22 of Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "SEBI LODR"), Secretarial Standard – 2 issued by the Institute of Company Secretaries of India, MCA Circulars and SEBI Circulars, the Company is pleased to offer remote e-voting facility to its Members. The Company has engaged the services of NSDL to provide remote e-voting facility to enable the Members to cast their votes electronically (hereinafter referred to as the "remote e-voting"). In accordance with the MCA Circulars and SEBI Circulars, physical copy

of the Notice along with Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot. The communication of the assent or dissent of the members would take place through the process of remote e-voting only.

• (e) Members may also note that the Postal Ballot Notice will also be available for download on the Company's website www.cgglobal.com and on the website of stock exchanges (where the shares of the Company are listed i.e. the BSE Limited and the National Stock Exchange of India Limited) and also on the website of the NSDL www.evoting.nsdl.com.
• (f) The remote e-voting period commences on Wednesday, 1st December, 2021 at 9:00 A.M. and ends on Thursday, 30th December, 2021 at 5:00 P.M. The remote e-voting module shall be disabled for voting thereafter. During this period, the members of the Company holding shares in physical or electronic form, as on the Cut-Off Date may cast their vote by electronic means in the manner and process as mentioned in this Notice. Once the vote is cast by the Member, the Member shall not be allowed to change it or cast the vote again.
• (g) The Board of Directors of the Company has appointed Mr. Prashant S. Mehta (Membership No. ACS 5814), Proprietor of M/s. P. Mehta & Associates, Practising Company Secretaries (C.P. No. 17341), as Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.
• (h) The Scrutinizer will submit his report to the Chairman/Managing Director/Company Secretary of the Company after completion of the scrutiny of the e-voting. The Scrutinizer's decision on the validity of votes cast will be final. The results of the Postal Ballot will be announced by the Chairman/ Managing Director/ Company Secretary of the Company on or before Monday, 3rd January, 2022, i.e. not later than 2 working days from the conclusion of remote e-voting at the registered office of the Company.
• (i) The result of the Postal Ballot along with the Scrutinizer's Report will be placed on the Company's website www.cgglobal. com and also on the website of NSDL at www.evoting.nsdl.com and shall be communicated to the Stock Exchanges where the Company's shares are listed. The result of the Postal Ballot will also be displayed at the registered office of the Company.
• (j) The resolution, if approved by the requisite majority of members, shall be deemed to have been passed on the last date of remote e-voting, i.e. Thursday, 30th December 2021.
• (k) Relevant documents relating to the Postal Ballot Notice and the Explanatory Statement shall be made available for inspection by the Members in accordance with applicable statutory requirement based on requests received by the Company for inspection at investorservices@cgglobal.com up to Thursday, 30th December, 2021.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 FORMING PART OF THIS POSTAL BALLLOT NOTICE

ITEM NO. 1 & 2:

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company had, at their meeting held on 11th June, 2021, appointed Mr. Sriram Sivaram (DIN:01070444) as an Additional Director in the capacity of Non-Executive Independent Director and Mr. Kalyan Kumar Paul (DIN: 08935145) as an Additional Director in the capacity of Non-Executive Non-Independent Director on the Board of Directors of the Company. In terms of the provisions of Section 161 of the Act, Mr. Sriram Sivaram and Mr. Kalyan Kumar Paul hold office upto the date of the ensuing Annual General Meeting or the last date on which the Annual General Meeting should have been held, whichever is earlier. They are eligible for being appointed as Directors of the Company.

The Company has received a notice in writing from Members proposing candidature of Mr. Sriram Sivaram and Mr. Kalyan Kumar Paul for the office of the Director of the Company.

Mr. Sriram Sivaram

Mr. Sriram Sivaram holds a B. Tech from IIT, Madras, a MS and an MBA from Cornell University. Mr. Sriram has worked for more than fifteen years with US based multinational companies in the energy sector where he has held various key management positions. These include Vice President of Global Sales and Marketing for Active Power Inc; President and Chief Technology Officer at Catalyst Power (an ABB Subsidiary); Business Unit Leader – Ancillary Equipment Group at American Power Conversion Corporation, (APC), prior to which he also served as its Country Manager – South Asia and established APC's subsidiary in India. He is currently the Joint Managing Director of Madras Engineering Industries Private Ltd.

Mr. Sriram has a proven track record of turning around loss-making business, ramping up new businesses for organizations, integrating and consolidating existing business for better profitability, establishing new products globally and building capability in organizations to deliver products to customers worldwide.

Other details of Mr. Sriram Sivaram as stipulated under Regulation 36 of the SEBI LODR and SS–2 are provided in the Annexure to this Explanatory Statement.

Mr. Sivaram has confirmed that he meets the criteria of independence as provided under Section 149 of the Act and Regulation 16 of SEBI LODR. In the opinion of the Board, Mr. Sivaram fulfils the conditions specified in the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and the SEBI LODR for his appointment as an Independent Director of the Company and is independent of the Management.

The Board considers that Mr. Sivaram's association would be of immense benefit to the Company and desires to avail his services as an Independent Director of the Company.

In view of the above and in terms of the provisions of Section 149 and other applicable provisions of the Act, Mr. Sriram Sivaram is proposed to be appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for five consecutive years, i.e. with effect from 11th June 2021 to 10th June 2026.

Except Mr. Sriram Sivaram, being an appointee, none of the other Directors and Key Managerial Personnel of the Company or their relatives, are in any way, financially or otherwise, concerned or interested in the said Ordinary Resolution set out at Item No. 1 of the accompanying Notice. Mr. Sivaram is not related to any Director of the Company. The Explanatory Statement together with the accompanying Notice and Annexure thereto may also be regarded as a disclosure under Regulation 36 of SEBI LODR.

Mr. Kalyan Kumar Paul

Mr. Kalyan Kumar Paul is the President of TI Cycles of India, a unit of Tube Investments of India Limited. He is a Bachelor of Science with Honors from Presidency College, Kolkata, and holds an MBA in Sales & Marketing from Indian Institute of Social Welfare and Business Management, Kolkata. He has also attended Advanced Management Program (AMP) in Harvard, USA. He has over three decades of rich experience in managing domestic and international operations, sales and marketing across diverse industries. Mr. Paul has been in various roles with companies like Standard Pharmaceuticals Ltd, Kolkata, Shaw Wallace and Co. Ltd, Mumbai, TI Cycles of India, Chennai, CEAT Ltd, Mumbai, JK Tyres Ltd, Delhi. He was the President of Tube Products of India, a unit of Tube Investments of India Limited before assuming the current role.

Other details of Mr. Kalyan Kumar Paul as stipulated under Regulation 36 of the SEBI LODR and SS–2 are provided in the Annexure to this Explanatory Statement.

The Board considers that Mr. Paul's association would be of immense benefit to the Company and desires to avail his services as a Non-Executive Director of the Company.

In view of the above and in terms of the applicable provisions of the Act, Mr. Kalyan Kumar Paul is proposed to be appointed as a Non-Executive Director of the Company, liable to retire by rotation.

Except Mr. Kalyan Kumar Paul, being an appointee, none of the other Directors and Key Managerial Personnel of the Company or their relatives, are in any way, financially or otherwise, concerned or interested in the said Ordinary Resolution set out at Item No. 2 of the accompanying Notice. Mr. Paul is not related to any Director of the Company. The Explanatory Statement together with the accompanying Notice and Annexure thereto may also be regarded as a disclosure under Regulation 36 of SEBI LODR.

The next Annual General Meeting of the Company will be held immediately on receipt of approval from the Hon'ble National Company Law Tribunal ("NCLT") for the revision of financial statements of the Company for the financial year 2020-21 and pending receipt of the said approval of the NCLT it is considered necessary and expedient to seek shareholders' approval for the appointment of Mr. Sriram Sivaram as an Independent Director and Mr. Kalyan Kumar Paul as Non-Executive Non-Independent Director, through postal ballot.

The Board of Directors recommends the Ordinary Resolutions at Item No. 1 and 2 of this Notice for approval of the Members.

By Order of the Board of Directors For CG Power and Industrial Solutions Limited

P Varadarajan Company Secretary Membership No. ACS 8237

Mumbai, 30th November, 2021

ANNEXURE TO ITEM NOS. 1 AND 2 OF THE NOTICE OF POSTAL BALLOT

Details of Directors seeking appointment pursuant to Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard – 2 on General Meetings issued by the Institute of Company Secretaries of India

Name of the Director	Mr. Sriram Sivaram(Item No. 1)	Mr. Kalyan Kumar Paul(Item No. 2)
DIN	01070444	08935145
Nationality	USA	Indian
Date of First Appointment onthe Board of Directors	11th June, 2021 as an Additional Non-ExecutiveIndependent Director	11th June, 2021 as an Additional Non-ExecutiveNon-Independent Director
Age	53 years	64 years
Qualifications	B. Tech from IIT, Madras, a MS and MBA fromCornell University	BachelorofSciencewithHonorsfromPresidency College, Kolkata, and MBA in Sales& Marketing from Indian Institute of SocialWelfare and Business Management, Kolkata
Capacity	Non-Executive Independent Director	Non-Executive Non-Independent Director
Experience and expertise inSpecific Functional Areas	He has over 29 years of work experience. Mr.He has around 40 years of rich experienceSriram has a proven track record of turningin managing domestic and internationalaround loss-making business, ramping upoperations, sales and marketing across diversenew businesses for organizations, integratingindustries.andconsolidating,existingbusinessforbetterprofitability,establishingnewproducts globally and building capability inorganizations to deliver products to customersworldwide.
List of Directorships held in	•MadrasEngineeringIndustriesPrivate	•Great Cycles (Private) Limited
other Companies	Limited•Young Presidents Organisation (ChennaiChapter)•TVS Training and Services Limited	•Creative Cycles (Private) Limited
	•TN Apex Skill Development Centre forAutomobile
Membership/ Chairmanship	CG Power and Industrial Solutions Limited	NIL
in the Committees of theBoards of companies in whichhe/she is a Director	•Risk Management Committee- Member
Terms and Conditions ofappointment/	Non-Executive Independent Director of theCompany, not liable to retire by rotation and	Non-Executive Director liable to retire byrotation
re-appointment	to hold office from 11th June, 2021 upto 10thJune, 2026
Details of remuneration	Entitled to the sitting fees for attending	Entitled to the sitting fees for attending
sought to be paid	meetings of the Board/Committees and profitbased commission within the limits set out inthe Act.	meetings of the Board/Committees and profitbased commission within the limits set out inthe Act.
Last drawn remuneration	Not Applicable. Appointed w.e.f. 11th June, 2021

Name of the Director	Mr. Sriram Sivaram(Item No. 1)	Mr. Kalyan Kumar Paul(Item No. 2)
Number of meetings of Boardattended during the year	5**(Attended all the Board Meetings from thedate of appointment i.e. 11.06.2021 till thedate of the Notice)	4**(Attended all the Board Meetings exceptone, from the date of appointment i.e.11.06.2021 till the date of the Notice)
Number of shares held in theCompany	NIL	30,000 equity shares
Justification for choosing theindividual for appointment asan Independent Director	As set out in accompanying explanatorystatement of this Notice at Item No. 1	Not Applicable
Relationship with otherDirectors'/ KMPs	Not related to any Director / Key Managerial Personnel

By Order of the Board of Directors For CG Power and Industrial Solutions Limited

P Varadarajan Company Secretary and Compliance Officer Membership No. ACS 8237

Mumbai, 30th November, 2021

COMMENCEMENT OF E-VOTING PERIOD AND OTHER E-VOTING INSTRUCTIONS

• 1. The e-Voting period will commence from 9:00 a.m. (IST) on Wednesday, 1st December, 2021 and end at 5:00 p.m. (IST) on Thursday, 30th December, 2021. The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be disabled thereafter.
• 1. During this period Members of the Company, holding shares either in physical form or in dematerialized form, as on Friday, 26th November, 2021 ("Cut-Off date"), may cast their vote through remote e-voting.
• 1. Mr. Prashant S. Mehta (Membership No ACS 5814), Proprietor of M/s. P. Mehta & Associates, Practising Company Secretaries (C.P. No. 17341), has been appointed as the Scrutinizer to scrutinize the Postal Ballot process through remote e-voting in a fair and transparent manner.

E-VOTING PROCESS

In compliance with Sections 108, 110 and other applicable provisions of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI LODR and SS – 2 as amended from time to time, the Company is pleased to provide remote e-Voting facility to all its Members, to enable them to cast their votes electronically. The Company has engaged the services of NSDL for the purpose of providing remote e-Voting facility to all its Members. The instructions for remote e-Voting are as under:

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 for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated 9th December, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access e-Voting facility.

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

Type of shareholders	Login Method
Individual Shareholdersholding securities indemat mode withNSDL.	1.If you are already registered for NSDL IDeAS facility, please visit the e-Services websiteof NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Services islaunched, click on the "Beneficial Owner" icon under "Login" which is availableunder "IDeAS"section. A new screen will open. You will have to enter your User ID andPassword. After successful authentication, you will be able to see e-Voting services. Clickon "Access to e-Voting" under e-Voting services and you will be able to see e-Votingpage. Click on options available against company name or e-Voting service provider -NSDL and you will be re-directed to NSDL e-Voting website for casting your vote duringthe remote e-Voting period.
	2.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 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 thehome page of e-Voting system is launched, click on the icon "Login" which is availableunder 'Shareholder/Member'section. A new screen will open. You will have to enter yourUser ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTPand a Verification Code as shown on the screen. After successful authentication, youwill be redirected to NSDL Depository site wherein you can see e-Voting page. Click onoptions available against company name or e-Voting service provider - NSDL and youwill be redirected to e-Voting website of NSDL for casting your vote during the remotee-Voting period.
Individual Shareholdersholding securities indemat mode with CDSL	1.Existing users who have opted for Easi / Easiest, they can login through their user id andpassword. Option will be made available to reach e-Voting page without any furtherauthentication. 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.
	2.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 castyour vote.
	3.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 AccountNumber and PAN No. from a link in www.cdslindia.com home page. The system willauthenticate the user by sending OTP on registered Mobile & Email as recorded inthe demat Account. After successful authentication, user will be provided links for therespective ESP i.e. NSDL where the e-Voting is in progress.
Individual Shareholders(holding securitiesin demat mode)login through theirdepository participants	You can also login using the login credentials of your demat account through your DepositoryParticipant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able tosee e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSLDepository site after successful authentication, wherein you can see e-Voting feature. Click onoptions available against company name or e-Voting service provider-NSDL and you willbe redirected to e-Voting website of NSDL for casting your vote during the remote e-Votingperiod.

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 securitiesin demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk bysending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990and 1800 22 44 30
Individual Shareholders holding securitiesin demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdeskby sending a request at helpdesk.evoting@cdslindia.com or contact at022- 23058738 or 022-23058542-43

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

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

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/ Member' section.
• 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.

1. Your User ID details are given below :

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

• 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.

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

• 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.

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

  • 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
  • 1. Now, you will have to click on "Login" button.
  • 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. 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.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

• 1. Institutional / Corporate 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 acs.pmehta@gmail.com with a copy marked to evoting@nsdl.co.in and the Company at investorservices@cgglobal.com
• 1. 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.
• 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 at evoting@nsdl.co.in.
• 1. You can also update your mobile number and email ID in the user profile details which may be used for sending future communication(s).

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by

email to cginvestors@datamaticsbpm.com.

• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, securities in demat mode, you are requested to refer to the login method explained at attested scanned copy of Aadhar Card) to investorservices@cgglobal.com. If you are an Individual shareholders holding client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self step 1 (A) i.e. Login method for e-voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
• 1. 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.
• 1. In terms of SEBI circular dated 9th December 2020 on e-voting facility provided by Listed Companies, Individual shareholders account in order to access e-voting facility. Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and