CREATIVE NEWTECH LIMITED — AGM Information 2024

Sep 5, 2024

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Creative Newtech Limited CIN - L52392MH2004PLC148754

Registered Office: 3[rd] & 4[th] floor, Plot No. 137AB, Kandivali Co-op Industrial Estate Limited, Charkop, Kandivali West, Mumbai 400067 Contact No.: +91 22 50612700 | Email: cs@creativenewtech.com | Website: www.creativenewtech.com

INDEX

Sr. No.	Particulars	Page Nos.
1.	20th Annual General Meeting Notice	2 – 7
2.	Notes on AGM Notice	8 – 10
3.	Explanatory Statement	11 – 22
4.	Instructions for eVoting	23 – 27
5.	Instruction to attend eAGM	28 – 28

- Download 20[th] Annual Report: https://creativenewtech.com/annual report/

Key Events

Sr. No.	Particulars	Date / Particulars
1	Cut-off date / BenPos date to send Notice and Annual Report to Shareholders	Friday, 30thAugust 2024
2	Proposed Final Dividend for AGM	Re. 0.50/- Per Share(5% on face value)
3	Cut-off date for e-Votingeligibility	Monday, 23rdSeptember 2024
4	Record Date for Dividend	Monday, 23rdSeptember 2024
5	e-VotingStarts from	09:00 AM, Friday, 27thSeptember 2024
6	e-Votingends at	05:00 PM, Sunday, 29thSeptember 2024
7	Annual General Meeting Date & Time	11:00 AM, Monday, 30thSeptember 2024
8	Annual General Meeting Venue	Online through Video Conferencing (‘VC’) / Other Audio-Visual Means (‘OAVM’) Deemed Venue:4thFloor, Plot No. 137AB, Kandivali Co-Op Industrial Estate Limited, Charkop, Kandivali West, Mumbai – 67
9	Contact details for any support / grievance	Mr. Tejas Doshi Chief Compliance Officer and Company Secretary Email: cs@creativenewtech.com Contact No.: +91 22 5061 2700

NOTICE

NOTICE is hereby given that the TWENTIETH ANNUAL GENERAL MEETING (“AGM”) of the Members of Creative Newtech Limited will be held on Monday, 30[th] September 2024 at 11.00 a.m. through Video Conferencing (‘VC’), to transact the following business:

Ordinary Business:

1. To consider and adopt the Audited Financial Statements (including audited consolidated financial statements) of the Company for the Financial Year ended March 31, 2024 and the reports of the Board of Directors and Auditors thereon.

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

“RESOLVED THAT the audited financial statements (including audited consolidated financial statements) of the Company for the financial year ended March 31, 2024 and the reports of the Board of Directors and Auditors thereon laid before this meeting, be and are hereby considered and adopted.”

2. To declare Final Dividend:

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

“RESOLVED THAT a dividend at the rate of Re. 0.50/- (Fifty Paise only) per equity share of Rs. 10/- (Rupees Ten only) each fully paid-up of the Company be and is hereby declared for the financial year ended March 31, 2024 and the same be paid as recommended by the Board of Directors of the Company out of the profits of the Company for the financial year ended March 31, 2024.”

3. To appoint Mr. Ketan Patel (DIN 00127633), as director, liable to retire by -

rotation, and being eligible, offers himself for re appointment:

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

“ RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Ketan Patel (DIN 00127633), Chairman and Managing Director of the Company, who retires by rotation at this meeting and being eligible has offered himself for re-appointment, be and is hereby appointed as a Chairman and Managing Director of the Company, liable to retire by rotation.”

4. Reappointment & Revision of Remuneration of Statutory Auditors:

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

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies

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(Audit and Auditors) Rules, 2014, as amended from time to time, M/s. Gupta Raj & Co. (FRN – 001687N) Mumbai, Chartered Accountants, be and are hereby reappointed as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of this Annual General Meeting (“AGM”) till the conclusion of the twenty fifth AGM of the Company to be held in the year 2029.”

“FURTHER RESOLVED THAT Remuneration of M/s. Gupta Raj & Co. (FRN – 001687N) Mumbai, Chartered Accountants, to be revised to Rs. 10,00,000/(Rupees Ten Lacs only) excluding goods and service tax, travelling, additional certifications and other out-of-pocket expenses reimbursement, to conduct the audit for the financial year 2024-25 and onwards.”

Special Business:

5. Re-appointment of Mr. Vijay Kimatrai Advani (DIN 02009626) as a Whole-

time Director of the Company:

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

“RESOLVED THAT pursuant to the provisions of Section 149, 152, 160, and other applicable provisions, if any, of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014, the Companies (Amendment) Act, 2017 (including any statutory modification(s) or reenactment thereof for the time being in force), relevant applicable regulation(s) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Mr. Vijay Kimatrai Advani (DIN: 02009626) who was appointed as a Whole-time Director for the term of period of 5 (Five) years and who is eligible for reappointment for the period of 5 years from 01[st] April 2025 till 31[st] March 2030 under the relevant provisions of the Companies Act, 2013, and in respect of whom the Company has received a notice in writing from a member signifying his intention to propose him as a candidate for the office of the Director, be and is hereby re-appointed as a Whole-time Director of the Company.

6. Re-appointment of Mr. Kurian Pallathuseril Chandy (DIN 00855226) as an Independent Director of the Company:

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

“RESOLVED THAT pursuant to the provisions of Section 149, 152, 160, and other applicable provisions, if any, of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014, the Companies (Amendment) Act, 2017 (including any statutory modification(s) or reenactment thereof for the time being in force), relevant applicable regulation(s) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Mr. Kurian Pallathuseril Chandy (DIN: 00855226) who was appointed as an Independent Director for the term of period of 5 (Five) years and who is eligible for re- appointment for the period from 01[st] February 2025 till 31[st] January 2030 under the relevant provisions of the Companies Act, 2013, and in respect of

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whom the Company has received a notice in writing from a member signifying his intention to propose him as a candidate for the office of the Director, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, for the term of 5 (Five) more years.

7. Re-appointment of Prof. Suresh Bhagavatula (DIN 07475476) as an Independent Director of the Company:

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

“RESOLVED THAT pursuant to the provisions of Section 149, 152, 160, and other applicable provisions, if any, of the Companies Act, 2013, Companies (Appointment and Qualification of Directors) Rules, 2014, the Companies (Amendment) Act, 2017 (including any statutory modification(s) or reenactment thereof for the time being in force), relevant applicable regulation(s) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Mr. Suresh Bhagavatula (DIN: 07475476) who was appointed as an Independent Director for the term of period of 5 (Five) years and who is eligible for reappointment for the period from 10[th] October 2024 till 09[th] October 2029 under the relevant provisions of the Companies Act, 2013, and in respect of whom the Company has received a notice in writing from a member signifying his intention to propose him as a candidate for the office of the Director, be and is hereby reappointed as an Independent Director of the Company, not liable to retire by rotation, for the term of 5 (Five) more years.

8. Approval for Related Party Transactions:

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

“ RESOLVED THAT pursuant to the provisions of Section 188 of the Companies Act, 2013 (“Act”) and other applicable provisions, if any, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended till date, Regulation 2(1)(zc) and 23(4) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the Company’s policy on Related Party transaction(s), approval of Shareholders be and is hereby accorded to the Board of Directors of the Company to enter into contract(s)/ arrangement(s)/ transaction(s) with Secure Connection Limited (Hong Kong), a subsidiary Company of Creative Newtech Limited, a related party within the meaning of Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations, for trading of electronics goods, on such terms and conditions as the Board of Directors may deem fit, up to a maximum aggregate value of Rs. 2,50,00,00,000/- (Rupees Two Hundred and Fifty Crores only) for the financial year 2024-25, provided that the said contract(s)/ arrangement(s)/ transaction(s) so carried out shall be at arm’s length basis and in the ordinary course of business of the Company.”

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“RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to delegate all or any of the powers conferred on it by or under this resolution to any Committee of Directors of the Company and to do all acts and take such steps as may be considered necessary or expedient to give effect to the aforesaid resolution.”

9. Revision of Remuneration of Mr. Ketan Patel (DIN 00127633) Chairman and Managing Director of the Company:

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

"RESOLVED THAT pursuant to the provisions of Sections 197 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with Schedule V to the Act and the Rules made thereunder, including any statutory modification thereof, or any other law and as approved by the nomination and remuneration committee and Board of Directors, consent of the members be and is hereby accorded for the revision in the remuneration structure of Mr. Ketan Patel (DIN – 00127633), Chairman and Managing Director of the Company with effect from 01[st] April 2024, as under:

Sr. No.	Particulars	Annual Remuneration (In Rs.)
1	Basic Salary	27,12,732
2	HRA	13,56,372
3	Special Allowance	36,62,364
4	Education Allowance	19,200
	Gross Remuneration(A)	77,50,668
1	PF(Employer Contribution)	21,600
2	Gratuity	1,30,488
3	Bonus	7,000
4	Proposed Performance Bonus *	25,00,000
	Other Benefits(B)	26,59,088
	Total CTC(A+B)	1,04,09,756

"RESOLVED FURTHER THAT Mr. Tejas Doshi, Chief Compliance Officer and Company Secretary, be and is hereby authorized to take such steps and to do all such acts, deeds, matters and things as may be required to give effect to the foregoing resolution."

10.Revision of Remuneration of Mrs. Purvi Patel (DIN 02663240) Whole-time Director of the Company:

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

"RESOLVED THAT pursuant to the provisions of Sections 197 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with

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Schedule V to the Act and the Rules made thereunder, including any statutory modification thereof, or any other law and as approved by the nomination and remuneration committee and Board of Directors , consent of the Members be and is hereby accorded for the revision in the remuneration structure of Mrs. Purvi Patel (DIN 02663240) Whole-time Director of the Company with effect from 01[st] April 2024, as under:

Sr. No.	Particulars	Annual Remuneration (In Rs.)
1	Basic Salary	15,09,408
2	HRA	7,54,704
3	Special Allowance	20,29,284
4	Education Allowance	19,200
	Gross Remuneration(A)	43,12,596
1	PF(Employer Contribution)	21,600
2	Gratuity	72,600
3	Bonus	7,000
4	Proposed Performance Bonus *	25,00,000
	Other Benefits(B)	26,01,200
	Total CTC(A+B)	69,13,796

"RESOLVED FURTHER THAT Mr. Tejas Doshi, Chief Compliance Officer and Company Secretary, be and is hereby authorized to take such steps and to do all such acts, deeds, matters and things as may be required to give effect to the foregoing resolution."

11.Revision of Remuneration of Mr. Vijay Advani (DIN 02009626) Whole-time Director of the Company:

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

"RESOLVED THAT pursuant to the provisions of Sections 197 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with Schedule V to the Act and the Rules made thereunder, including any statutory modification thereof, or any other law and as approved by the nomination and remuneration committee and Board of Directors, consent of the Members be and is hereby accorded for the revision in the remuneration structure of Mr. Vijay Advani (DIN 02009626) Whole-time Director of the Company with effect from 01[st] April 2024, as under:

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Sr. No.	Particulars	Annual Remuneration (In Rs.)
1	Basic Salary	17,73,108
2	HRA	8,86,560
3	Special Allowance	23,87,160
4	Education Allowance	19,200
	Gross Remuneration(A)	50,66,028
1	PF(Employer Contribution)	21,600
2	Gratuity	85,284
3	Bonus	7,000
4	Proposed Performance Bonus *	7,50,000
	Other Benefits(B)	8,63,884
	Total CTC(A+B)	59,29,912

"RESOLVED FURTHER THAT Mr. Tejas Doshi, Chief Compliance Officer and Company Secretary, be and is hereby authorized to take such steps and to do all such acts, deeds, matters and things as may be required to give effect to the foregoing resolution."

By order of the Board of Directors Creative Newtech Limited

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Tejas Doshi Chief Compliance Officer and Company Secretary ACS – 30828

Date: 12[th] August 2024 Place: Mumbai

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Notes:

1. This 20[th] Annual General Meeting is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. The deemed venue for the 20[th] AGM shall be the Registered Office of the Company. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

2. Institutional / Corporate Shareholders (i.e., other than individuals, HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authority letter etc., authorising its representative(s) to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting and e-voting at AGM. The said Resolution/Authority letter shall be sent to the Scrutiniser by email through its registered email address to cs.smishra@gmail.com with a copy marked to cs@creativenewtech.com.

3. The Notice of AGM is being sent to those members/beneficial owners whose name appear in the register of members/list of beneficiaries received from the depositories as on Friday, August 30, 2024.

4. In compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020 and subsequent amendment from time to time till the date, Notice of the AGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depository Participant (DP)/Company’s Registrar and Transfer Agent (RTA). Members may note that the Notice of AGM will also be available on the Company’s website at www.creativenewtech.com websites of the National Stock Exchange of India Limited at www.nseindia.com respectively, and on the website of our RTA at www.bigshareonline.com.

5. The statement pursuant to Section 102(1) of the Companies Act, 2013 with respect to the special business set out in the Notice is annexed herewith.

6. The dividend on Equity Shares, if declared at the Meeting, will be paid subject to deduction of tax at source within 30 days from the date of declaration to those members whose names appear in the Register of Members and those beneficiaries, whose names are furnished by the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as beneficial owners on the Record Date i.e., September 23, 2024.

7. Listing Regulations, has mandated that for making dividend payments, companies whose securities are listed on the stock exchanges shall use electronic clearing services (local, regional or national), direct credit, real time gross settlement, national electronic funds transfer etc. The companies and the registrar and share transfer agents are required to seek relevant bank details of shareholders from depositories/ investors for making payment of dividends in electronic mode. It is also mandatory to print the bank details on the physical instrument if the payment is made in physical mode. Accordingly, shareholders are requested to provide or update (as the case may be) their bank details with the respective depository participant for the shares held in dematerialised form and with the registrar and

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share transfer agent in respect of shares held in physical form. For further details about registration process, please contact your depository/ R&TA of the Company.

1. All dividends remaining unclaimed and unpaid for a period of seven years from the date it is lying in the unpaid dividend account, are required to be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government. Accordingly, till date the Company has transferred to IEPF the unclaimed and unpaid amount pertaining to dividends declared. Members may please note that no claim shall lie against the Company in respect of dividend which remain unclaimed and unpaid for a period of seven years from the date it is lying in the unpaid dividend account and no payment shall be made in respect of such claims.

2. Also, in terms of Section 124(6) of the Act, read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more are required to be credited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Accordingly, equity shares which were/ are due to be so transferred, shall be transferred by the Company to the Demat Account of IEPFA. Upon transfer of such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also be credited to the Demat Account of IEPFA and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholder from IEPFA by following the procedure prescribed under the aforesaid rules. Details of shares transferred to the Demat Account of IEPFA have been uploaded by the Company on its website at www.creativenewtech.com. Shareholders may kindly check the same and claim back their shares. Therefore, it is in the interest of shareholders to regularly claim the dividends declared by the Company.

3. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their DPs with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company’s RTA. You are also requested to update your Bank details by writing to the Company’s RTA.

4. SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 08, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018 requests for effecting transfer of securities (except in case of transmission or transposition of securities) shall not be processed from April 01, 2019 unless the securities are held in dematerialized form with the depositories. Therefore, shareholders are requested to take action to dematerialize the equity shares of the Company.

5. Members are requested to send in their queries at least a week in advance to Mr. Tejas Doshi, Company Secretary, on cs@creativenewtech.com or post it to the Registered Office of the Company to facilitate clarifications during the meeting.

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1. Pursuant to the provisions of Section 108 and all other applicable provisions of the Act read with the Companies(Management and Administration) Rules, 2014, as amended 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 provide e-voting facility to all its members, to enable them to cast their votes electronically and has engaged the services of Bigshare Services Private Limited as the agency to provide e-voting facility. Instructions for the process to be followed for e-voting are annexed with this Annual Report.

2. During the voting period, members can login to Bigshare’s voting platform any number of times till they have voted on all the resolutions. Once the vote on resolutions cast by a member, whether partially or otherwise, the member shall not be allowed to change it subsequently or cast the vote again.

3. 15.The e-voting period commences on Friday, September 27, 2024 at 9:00 a.m. (IST) and ends on Sunday, September 29, 2024 at 5:00 p.m. (IST). During this period, members of the Company, holding shares either in physical or dematerialised form, as on the cut-off date, that is, Monday, September 23, 2024, may cast their vote electronically.

4. Members attending the AGM through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

5. Members who have not registered their e-mail addresses are requested to register the same with the Company’s Registrars and Transfer Agents / Depository Participant(s) for sending future communication(s) in electronic form.

6. A member need not use all his / her / its votes nor does he / she / it need to cast all his / her / its votes in the same way.

7. M/s Satyajit Mishra & Co., Practising Company Secretary, (Membership No. FCS 5759, CP No. 4997) have been appointed as the Scrutiniser to scrutinise the voting process in a fair and transparent manner.

8. The Scrutiniser shall, immediately after the conclusion of voting at the general meeting, first count the votes cast at the meeting, in the presence of at least two witnesses not in the employment of the Company and make, not later than 48 hours of conclusion of the meeting, a Scrutiniser's Report of the total votes cast in favour or against, if any, to the Chairman of the Company who shall countersign the same.

9. The resolutions will be deemed to be passed on the AGM date subject to receipt of the requisite numbers of votes in favour of the resolutions.

10. The results declared along with the Scrutiniser’s Report shall be placed on the Company’s website www.ecreativeindia.com after same has been communicated to the NSE.

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

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013:

Item No. 5 –

Re-appointment of Mr. Vijay Kimatrai Advani (DIN 02009626) as a Whole-time Director of the Company:

Mr. Vijay Advani has been an indispensable part of Creative Newtech since 2006, bringing a wealth of experience and a strategic vision that has been instrumental in shaping the company’s trajectory. His journey in the industry began well before his association with Creative Newtech, with a notable tenure at General Electronics. This background laid a solid foundation for what would become a remarkable career, marked by over 35 years of experience in the highly competitive technology and electronics industry.

Mr. Advani’s role at Creative Newtech is not merely one of leadership; it is one of transformation. As the Sales Director, he has been at the helm of the entire sales division for more than 15 years, during which time he has cultivated a deep understanding of market dynamics and consumer behavior. His academic background, with a degree in Commerce, provided him with the analytical skills and business acumen necessary to navigate complex sales environments and to drive growth in a sustainable and strategic manner.

One of the most significant aspects of Mr. Advani’s tenure at Creative Newtech has been his ability to successfully introduce and establish new IT brands in the Indian market—a feat that is as challenging as it is critical in an industry characterized by rapid innovation and fierce competition. His expertise in business planning and execution has enabled him to identify and seize opportunities that others might overlook, turning potential risks into substantial gains for the company.

His leadership style is characterized by a relentless focus on results, coupled with a commitment to nurturing talent within his team. Mr. Advani’s ability to inspire and motivate his team has led to a culture of excellence within the sales division, where innovation and performance are continually encouraged and rewarded. His vision for the company extends beyond short-term gains; he is deeply invested in the long-term success of Creative Newtech, consistently steering the company toward new horizons of growth and achievement.

Under Mr. Advani’s guidance, Creative Newtech has not only grown in terms of revenue and market share but has also built a reputation for excellence in the industry. His contributions to the company’s success are evident in every aspect of its operations, from strategic planning to day-to-day execution. Mr. Vijay Advani’s dedication to the company’s mission and his unwavering focus on driving progress forward ensure that Creative Newtech will continue to thrive in the years to come. His legacy is one of innovation, resilience, and a commitment to excellence that will undoubtedly influence the company’s future endeavors.

A statement containing required information as per Regulation 36 of SEBI Listing Regulations and Section II of Part II of Schedule V of the Companies Act, 2013 is attached as Annexure I .

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No person, as specified under Section 102 (1) (a) of the Act, other than Mr Vijay Advani, is in any way concerned or interested in this Resolution proposed to be passed.

Thus, The Board recommends the Special Resolution(s) set forth at item no. 5 of the Notice for the approval of the members.

Item No. 6 –

Re-appointment of Mr. Kurian Pallathuseril Chandy (DIN 00855226) as an Independent Director of the Company:

Mr. Kurian Pallathuseril Chandy is a seasoned Chartered Accountant with a remarkable career spanning over 35 years, marked by leadership, strategic vision, and a deep commitment to excellence in financial management. His extensive experience has been predominantly in leadership roles, where he has been instrumental in shaping the strategic direction, financial stability, and operational efficiency of the organizations he has served. With over three decades in these pivotal positions, Mr. Chandy has developed a keen understanding of the intricacies involved in strategic planning, the establishment and monitoring of systems and processes, and the broader aspects of financial management and corporate accounting.

Throughout his illustrious career, Mr. Chandy has been a driving force behind the formulation, implementation, and execution of robust systems and processes across a diverse range of industries. His versatility is evident in his ability to transition seamlessly between sectors, from the manpower-intensive hotel industry to the fastpaced, technology-driven environment of companies like Intel. This adaptability underscores his ability to understand the unique challenges of different industries and to apply his expertise in ways that drive growth, enhance efficiency, and ensure financial stability.

Mr. Chandy’s leadership was also evident during his time in the hospitality industry, where he worked with leading hotel chains like The Leela, The Orchid, and VITS. In an industry known for its unique challenges, particularly during tough economic phases, Mr. Chandy’s focus on people became a cornerstone of his strategy. He understood that attracting and retaining the right talent was essential for growth, and he skillfully balanced costs and benefits to create an environment where both the company and its employees could thrive. His ability to navigate the complexities of the hospitality industry, while maintaining a focus on financial prudence and operational efficiency, further exemplifies his versatile and practical approach to business leadership.

What sets Mr. Chandy apart is his practical, hands-on approach to management, coupled with a pragmatic decision-making style. These traits have become his trademark, whether he is working within a company or consulting on broader business strategies. His experience with ERP systems, including SAP and JDE, has equipped him with the tools to oversee complex financial operations and ensure that systems and processes are aligned with the strategic goals of the organization.

In summary, Mr. Kurian Pallathuseril Chandy is a distinguished leader whose extensive experience, strategic vision, and practical approach to management have made him a valuable asset to every organization he has worked with. His ability to drive growth, manage complex financial operations, and focus on people as a critical element of

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business success, combined with his personal passion for endurance running, paint a picture of a well-rounded individual who excels both professionally and personally. His contributions to the industries he has served and his influence on the organizations he has led will continue to be felt for years to come.

No person, as specified under Section 102 (1) (a) of the Act, other than Mr. Kurian Chandy, is in any way concerned or interested in this Resolution proposed to be passed.

Thus, The Board recommends the Special Resolution(s) set forth at item no. 6 of the Notice for the approval of the members.

Item No. 7 –

Re-appointment of Prof. Suresh Bhagavatula (DIN 07475476) as an Independent Director of the Company:

Prof. Suresh Bhagavatula is a distinguished academic and thought leader with an impressive career spanning over 37 years, during which he has made significant contributions to the field of entrepreneurship. Currently serving as an Associate Professor of Entrepreneurship at the Indian Institute of Management Bangalore (IIMB), Prof. Bhagavatula is also the Chairperson of the Entrepreneurship area at this prestigious institution. His academic credentials are extensive and diverse, reflecting a global perspective on entrepreneurship and management. He holds a PhD from Vrije Universiteit in Amsterdam, The Netherlands, an MS from the University of Flensburg, Germany, and a BE from Shivaji University in Kolhapur, India.

Prof. Bhagavatula’s expertise lies in several key areas, including entrepreneurship, social networking, strategic management, planning, and development. His deep understanding of these subjects has not only shaped his teaching and research but has also influenced the broader entrepreneurial ecosystem in India. He has been instrumental in fostering and nurturing entrepreneurial talent, making him a pivotal figure in the Indian entrepreneurship landscape.

In the realm of social networks, Prof. Bhagavatula’s research delves into the concept of social capital and its influence on the performance of entrepreneurs and their teams. He explores how networks of relationships—both personal and professional—can serve as a valuable resource for entrepreneurs, impacting everything from access to funding to strategic decision-making. His findings have contributed to a deeper understanding of how social networks can be harnessed to drive entrepreneurial success, making his work highly relevant to both scholars and practitioners in the field.

Prof. Bhagavatula’s research has been widely recognized and published in top management journals globally, showcasing the international relevance and rigor of his work. His contributions to academic literature have enriched the field of entrepreneurship, providing new frameworks and insights that continue to influence researchers and educators worldwide.

Beyond his formal roles at IIM Bangalore, Prof. Bhagavatula is also one of the cofounders of HeadStart, an organization that has made a significant impact on the startup ecosystem in India. HeadStart is known for its monthly event, Startup Saturday, which has now spread across 12 cities in India. These events provide a platform for aspiring

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entrepreneurs to learn, network, and grow, furthering the reach and impact of Prof. Bhagavatula’s work in promoting entrepreneurship.

Prof. Suresh Bhagavatula’s contributions to the field of entrepreneurship are vast and varied, encompassing teaching, research, mentoring, and ecosystem development. His dedication to fostering entrepreneurial talent and his ability to bridge the gap between academic theory and practical application make him a highly respected figure in the world of entrepreneurship. His work continues to inspire and guide entrepreneurs, academics, and policymakers, ensuring that the spirit of innovation and enterprise remains strong in India and beyond.

No person, as specified under Section 102 (1) (a) of the Act, other than Prof. Suresh Bhagavatula, is in any way concerned or interested in this Resolution proposed to be passed.

Thus, The Board recommends the Special Resolution(s) set forth at item no. 7 of the Notice for the approval of the members.

Item No. 8 –

Approval for Related Party Transactions:

Secure Connection Limited, a subsidiary company duly incorporated and registered in Hong Kong, is privileged to hold the distinguished Brand License for Honeywell products. This license not only authorizes the company to distribute these globally recognized products but also positions it as a critical component in the broader distribution network that spans Hong Kong, Southeast Asia, and Pacific countries. Secure Connection Limited’s role in this network is not merely operational; it is central to ensuring that Honeywell’s high standards of quality and innovation are maintained as their products reach diverse markets.

The company’s approach to pricing is another key factor that solidifies its importance in the distribution chain. By aligning its pricing strategy with the prevailing market rates for Honeywell products, Secure Connection Limited ensures that it remains competitive and consistent in the marketplace. This approach not only fosters trust and reliability among its partners but also ensures that end customers receive value that is commensurate with the quality of the Honeywell brand.

Looking ahead to the financial year 2024-25, Secure Connection Limited is poised to engage in transactions of significant magnitude. The estimated cumulative value of these transactions is anticipated to potentially reach Rs. 250 Crores, a figure that highlights the strategic importance of the company’s operations and its contribution to the overall success of the Honeywell brand in the region. This projection reflects not only the scale of the company’s operations but also its ability to manage and execute large-scale transactions that align with the strategic objectives of both Secure Connection Limited and Honeywell.

Given the substantial nature of these transactions, it is essential to ensure compliance with the relevant legal and regulatory frameworks. Specifically, in accordance with Section 188 of the Companies Act, 2013, along with the associated Regulations, any transactions involving related parties must receive prior approval from the shareholders. According to Section 188 of the Companies Act, 2013, along with the

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relevant Regulations framed therein, any transaction involving related parties necessitates the prior sanction of the shareholders, to be granted through a routine resolution, if the collective value of the said transactions surpasses 10% of the company's annual turnover, as per the most recently audited financial statements.

Hence, it is imperative to solicit the approval of the shareholders for the impending Related Party Transaction(s) envisioned to be executed by the company with Secure Connection Limited, Hong Kong, during the course of the financial year 2024-25. In accordance with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended up to the present date, the comprehensive details pertaining to the transaction(s) with Secure Connection Limited (Hong Kong) are outlined as follows:

Secured Connection Limited (Hong Kong) are outlined as follows:

Sr. No.	Particulars	Remarks
1.	Name of the Related Party	Secure Connection Limited
2.	Countryof the Related Party	HongKong
3.	Nature of Relationship	Subsidiary Company (possessing 77.50 %equitystake)
4.	Name of the Director or KMP who is related	Mr. Ketan Patel
5.	Nature, material terms, monetary value and particulars of the contract or arrangement	The engagement entails a contractual commitment for the continuous acquisition and sale of goods. The anticipated cumulative financial worth of the proposed transaction(s) during the financial year 2024-25 is projected at Rs. 250 Crores.

It is noteworthy that none of the company's Directors, Key Managerial Personnel, or their respective kin, except for the instance mentioned above, possess any vested financial or non-financial interests associated with this resolution.

Thus, The Board recommends the Ordinary Resolution(s) set forth at item no. 8 of the Notice for the approval of the members.

Item No. 9 –

Revision of Remuneration of Mr. Ketan Patel (DIN 00127633) Chairman and Managing Director of the Company:

Mr. Ketan C Patel, along with his wife, Ms. Purvi Patel, laid the foundation of Creative Peripherals in 1992, a venture that has since grown into a powerhouse in the field of Value-Added Distribution. With over three decades of experience in the industry, Mr. Ketan Patel has emerged as a visionary entrepreneur whose leadership, strategic foresight, and innovative approach have been instrumental in shaping the trajectory of Creative Newtech, the parent company of Creative Peripherals.

Mr. Patel’s educational background is as impressive as his professional achievements. He holds a degree in engineering, which provided him with a strong technical foundation, and an MBA from the prestigious Indian Institute of Management Bangalore (IIMB),

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where he honed his skills in business management, strategic planning, and entrepreneurship. This blend of technical expertise and business acumen has enabled Mr. Patel to navigate the complexities of the rapidly evolving technology and distribution sectors with remarkable dexterity.

Under Mr. Patel’s stewardship, Creative Newtech has transformed from a modest venture into a leading Value-Added Distribution firm with a formidable presence across India. His strategic vision has guided the company’s expansion into new markets and the introduction of a wide array of innovative products and services. Today, Creative Newtech represents an impressive portfolio of over 25 global brands, making it a key player in the Indian distribution landscape.

Mr. Patel’s expertise spans various critical domains, including business development, strategic planning, product marketing, key account management, team leadership, and competitive analysis. His holistic approach to business has enabled him to develop a comprehensive understanding of the market, allowing him to anticipate trends, identify opportunities, and drive growth in a highly competitive environment. He has been instrumental in building and nurturing key relationships with influential IT, Imaging, Lifestyle, and Telecom brands, establishing Creative Newtech as a trusted partner in the industry.

One of Mr. Patel’s most significant contributions has been his ability to foster an entrepreneurial spirit within Creative Newtech. He encourages innovation at every level of the organization, creating an environment where new ideas are welcomed, explored, and implemented. This forward-thinking approach has not only helped the company stay ahead of the curve but has also empowered employees to take ownership of their work, driving the company’s success from within.

Mr. Patel’s leadership style is characterized by his commitment to both the company’s growth and the development of its people. He believes that the success of Creative Newtech is deeply intertwined with the success of its employees. As such, he places a strong emphasis on professional development, mentoring, and team-building. His ability to inspire and motivate his team has been a key factor in the company’s sustained growth and success.

Beyond his role as a business leader, Mr. Patel has also been a pioneer in introducing new brands and technologies to the Indian market. His strategic insights and ability to spot emerging trends have led to the successful launch of numerous products that have since become household names in the IT and electronics sectors. This has not only expanded Creative Newtech’s market reach but has also positioned the company as a leader in driving technological innovation in India.

Mr. Patel’s impact on the industry extends well beyond the confines of Creative Newtech. He is widely recognized for his contributions to the electronics and IT distribution sector, where his innovative practices have set new standards for excellence. His ability to build and maintain enduring relationships with global brands has been a testament to his reputation as a trustworthy and reliable partner. These relationships have been critical in securing Creative Newtech’s position as a preferred distributor for some of the world’s most influential technology and lifestyle brands.

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In summary, Mr. Ketan C Patel is a visionary entrepreneur whose leadership, strategic foresight, and unwavering commitment to innovation have been the driving forces behind the success of Creative Newtech. His extensive experience, coupled with his educational background and a keen understanding of the market, has enabled him to build a company that not only competes but leads in the highly competitive world of Value-Added Distribution. Mr. Patel’s legacy is one of growth, innovation, and excellence, and his contributions will continue to shape the industry for years to come.

A statement containing required information as per section II of Part II of Schedule V of the Companies Act, 2013 is attached as Annexure I .

No person, as specified under Section 102(1) (a) of the Act, other than Mr. Ketan Patel and Mrs. Purvi Patel is in any way concerned or interested in this Resolution proposed to be passed.

Thus, The Board recommends the Special Resolution(s) set forth at item no. 9 of the Notice for the approval of the members.

Item No. 10 –

Revision of Remuneration of Mrs. Purvi Patel (DIN 02663240) Whole-time Director of the Company:

Mrs. Purvi Patel is a distinguished co-founder of Creative Newtech, where she has played a pivotal role in the company’s journey for nearly three decades. As a partner alongside her husband, Mr. Ketan Patel, she has been deeply involved in the company’s evolution since its inception. Her contribution goes beyond the conventional role of a co-founder, extending into various critical aspects of the business that have been instrumental in shaping Creative Newtech into the powerhouse it is today.

Mrs. Patel’s academic background reflects her multifaceted interests and capabilities. She holds certifications in software programming, a field that requires precision, logical thinking, and an understanding of complex systems. This technical expertise has allowed her to contribute to the company’s technological and operational strategies. Additionally, she holds a Diploma in Pharmacy, showcasing her diverse academic pursuits and a keen understanding of the healthcare sector. This combination of technical and scientific knowledge has uniquely positioned her to address the diverse challenges faced by the company in its formative years.

In her role at Creative Newtech, Mrs. Purvi Patel has taken on a broad spectrum of responsibilities that are crucial to the company’s day-to-day operations and long-term strategic direction. One of her key areas of focus has been the management of working capital. Her financial acumen and meticulous attention to detail have ensured that the company maintains a healthy cash flow, which is vital for sustaining growth and navigating the challenges of the distribution industry. Her stewardship in this area has been critical in enabling the company to expand its operations while maintaining financial stability.

Mrs. Patel’s leadership extends into the realms of HR, Administration, and Logistics, where she has established herself as a cornerstone of the company’s internal structure. In HR and Administration, she has been instrumental in building a strong, cohesive team that embodies the values and vision of Creative Newtech. Her approach to human

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resources goes beyond recruitment and management; she fosters a culture of collaboration, innovation, and continuous learning, which has been vital to the company’s success. Her work in Logistics, another critical area, has ensured that the company’s supply chain operates smoothly and efficiently, enabling Creative Newtech to meet its clients’ needs promptly and reliably.

One of Mrs. Patel’s most significant contributions has been in product design and conceptualization. Her creative vision and strategic insight have led to the development of innovative products that have differentiated Creative Newtech in a competitive market. She has a keen eye for detail and a deep understanding of market trends, which she leverages to guide the product development process from ideation to execution. This role requires not only creativity but also a strong sense of market dynamics and consumer preferences, all of which Mrs. Patel has demonstrated consistently.

In addition to her involvement in product development, Mrs. Patel has played a key role in process establishment within the company. She has been instrumental in designing and implementing processes that streamline operations, improve efficiency, and ensure consistency across all aspects of the business. Her process-oriented approach has enabled Creative Newtech to scale its operations while maintaining high standards of quality and customer satisfaction.

Mrs. Patel’s contributions to public relations have also been noteworthy. She has been a vital force in shaping the company’s public image and building relationships with key stakeholders, including clients, partners, and the media. Her ability to communicate the company’s vision and values effectively has helped establish Creative Newtech as a trusted and respected brand in the industry.

Throughout her career, Mrs. Purvi Patel has demonstrated unwavering commitment and dedication to Creative Newtech. Her substantial contributions have not only supported the company’s growth but have also laid a solid foundation for its future success. She embodies the entrepreneurial spirit and visionary leadership that have driven Creative Newtech’s journey from a fledgling startup to a leading player in the distribution industry.

In summary, Mrs. Purvi Patel’s role in Creative Newtech is multifaceted and integral to the company’s success. Her expertise in financial management, HR, logistics, product development, process establishment, and public relations, combined with her visionary approach and unwavering commitment, make her a cornerstone of the company. Her contributions have been instrumental in shaping the company’s growth and development over the years, and her influence will continue to guide Creative Newtech as it navigates the future.

A statement containing required information as per section II of Part II of Schedule V of the Companies Act, 2013 is attached as Annexure I .

No person, as specified under Section 102 (1) (a) of the Act, other than Mrs. Purvi Patel and Mr. Ketan Patel is in any way concerned or interested in this Resolution proposed to be passed.

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Thus, The Board recommends the Special Resolution(s) set forth at item no. 10 of the Notice for the approval of the members.

Item No. 11 –

Revision of Remuneration of Mr. Vijay Advani (DIN 02009626) Whole-time Director of the Company:

In Agenda item No. 5, we have thoroughly detailed the professional profile of Mr. Vijay Advani, highlighting his extensive experience and the significant impact he has made throughout his tenure. We have delved into his key areas of expertise, which encompass a wide range of skills crucial to the success of our organization.

A statement containing required information as per Regulation 36 of SEBI Listing Regulations and Section II of Part II of Schedule V of the Companies Act, 2013 is attached as Annexure I .

No person, as specified under Section 102 (1) (a) of the Act, other than Mr Vijay Advani, is in any way concerned or interested in this Resolution proposed to be passed.

Thus, The Board recommends the Special Resolution(s) set forth at item no. 11 of the Notice for the approval of the members.

By order of the Board of Directors Creative Newtech Limited

==> picture [99 x 35] intentionally omitted <==

Tejas Doshi Chief Compliance Officer and Company Secretary ACS – 30828

Date: 12[th] August 2024 Place: Mumbai

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A statement containing required information as per section II of Part II of Schedule V of the Companies Act, 2013

		General Information:	General Information:	General Information:
i. Nature of Industry	Pan India Distributor of I.T., Imaging, Lifestyle and Security ofworld-renowned brand products.
ii. Date of commencement of Commercial production:	This clause is not applicable as the Company is currently having distribution segment only. The date of incorporation of Company is 22/09/2004.
Information about the appointee:	Mr. Ketan Patel		Ms. Purvi Patel	Mr. Vijay Advani
i. Background details:	Mr. Ketan C Patel, co- founder of Creative Newtech, has been the driving force behind the company's remarkable growth and success since its inception in 1992. With over 3 decades of industry experience, he possesses expertise in business development, strategic planning, product marketing, and team leadership. An engineer with an MBA from IIM Bangalore, Mr. Patel's visionary leadership has transformed Creative Newtech into a leading Value-Added Distribution firm in India, representing over 25 global brands. His strategic foresight and entrepreneurial spirit have led to the successful introduction of numerous new brands into the Indian market. Mr. Patel's innovative approach has fostered strong, enduring relationships with key industry players, positioning Creative Newtech as a trusted leader in the FMSG, FMEG, FMCT & EB. Under hisleadership,		Ms. Purvi Patel, co- founder of Creative Newtech, has been a cornerstone in the company’s growth and success for over 3 decades. With a diverse academic background, including certifications in software programming and a Diploma in Pharmacy, she brings a unique blend of technical and managerial expertise to the table. Her leadership extends across multiple critical functions, including working capital management, HR/Administration, Logistics, and product design. Ms. Patel has played a pivotal role in process establishment and public relations, contributing to the company’s operational efficiency and market presence. Her visionary approach and unwavering dedication have been instrumental inshaping Creative	Mr. Vijay Advani has been a vital part of Creative Newtech since 2006, bringing with him over 35 years of industry experience, including a significant tenure at General Electronics. As the Sales Director, he has led the sales division with exceptional skill and strategic insight, playing a key role in the company’s expansion and success. His expertise in business planning, execution, and key account management has been instrumental in driving the introduction and growth of numerous IT brands in the Indian market. Mr. Advani’s leadership has helped transform these brands from unknown entities into market leaders. His dedication to building strong client relationships and his deep understanding of market dynamics have made him an invaluable asset to

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	Creative Newtech has not only expanded its market presence across India but also established itself as a trusted partner for global brands seeking to enter the Indian market.	Newtech into a leading force in the industry. As a driving force behind the company's development, Ms. Patel's influence is deeply embedded in every aspect of its operations, ensuring sustained growth and success.	the company. Under his guidance, the sales team has consistently delivered exceptional results, contributing to Creative Newtech’s reputation as a leading distributor in the industry.
ii. Date of Birth	01stAugust, 1970	19thJanuary, 1971	24thJanuary, 1964
iii. Education Qualification	Diploma in Computer Technology	Diploma in Pharmacy	Commerce Graduate
iv. Past remuneration for FY 2023-24:	Rs. 80,96,220/- p.a.	Rs. 46,82,932/- p.a.	Rs. 50,27,992/- p.a.
v. Job profile and suitability:	Entire management and affairs of the Company	Administration, Marketing and Human Resource Management	Business Planning, expansion and execution and key account management
vi. Proposed remuneration for FY 2024-25:	Rs. 1,04,09,756/- p.a. (including PerformanceBonus)	Rs. 69,13,796/- p.a. (including PerformanceBonus)	Rs. 59,29,912/- p.a. (including PerformanceBonus)
vii. Pecuniary relationship directly/indirectly with the Company or managerial personnel if any:	Husband of Mrs. Purvi Patel – Whole-time Director of Company	Wife of Mr. Ketan Patel – Chairman and Managing Director of Company	No pecuniary relationship directly/indirectly with the Company or any managerial personnel
viii. The number of meetings of Board attended during the year	Seven out of Seven Board Meetings 100% Attendance	Seven out of Seven Board Meetings 100% Attendance	Seven out of Seven Board Meetings 100% Attendance
ix. Shareholding in the Company	79,39,520 Equity Shares	59,200 Equity Shares	5,400 Equity Shares
x. Other Directorships	1. Secure Connection Private Limited 2. Rinavaa Technologies Private Limited 3. Shilpa Global Private Limited 4. Creative Peripherals and Distribution Limited (Hong Kong Subsidiary Company) 5. Secure Connection Limited (Hong Kong Subsidiary Company) 6. Creative	1. Shilpa Global Private Limited 2. Click Retail Private Limited 3. Creative eCommerce Ventures Private Limited 4. Patel Growth Private Limited 5. PG Goals Private Limited 6. PG Blooming Private Limited 7. PG Upswing	1. Click Retail Private Limited 2. Rinavaa Technologies Private Limited

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	eCommerce Ventures Private Limited 7. Patel Growth Private Limited 8. PG Goals Private Limited 9. PG Blooming Private Limited 10. PG Upswing Private Limited 11. Sustainable PG Private Limited 12. Uptrend PG Private Limited 13. PG Gem Private Limited 14. PG Arise Private Limited 15. PG Vision Private Limited 16. PG Shine Private Limited 17. PG Infinite Private Limited	eCommerce Ventures Private Limited 7. Patel Growth Private Limited 8. PG Goals Private Limited 9. PG Blooming Private Limited 10. PG Upswing Private Limited 11. Sustainable PG Private Limited 12. Uptrend PG Private Limited 13. PG Gem Private Limited 14. PG Arise Private Limited 15. PG Vision Private Limited 16. PG Shine Private Limited 17. PG Infinite Private Limited	Private Limited 8. Sustainable PG Private Limited 9. Uptrend PG Private Limited 10. PG Gem Private Limited 11. PG Arise Private Limited 12. PG Vision Private Limited 13. PG Shine Private Limited 14. PG Infinite Private Limited
		Other Information:
i. Reasons of loss or inadequate profits:	The Company does not have any loss or inadequate profit during the FY 2023-24.
ii. Steps taken or proposed to be taken for improvement:	N.A.
iii. Expected increase in productivity and profits in measurable terms:	The company is actively engaged in ongoing discussions with significant international brands, aiming to establish enduring partnerships. There is a promising likelihood that the company will secure distribution rights for additional brands in the upcoming fiscal year. This strategic move is anticipated to not only enhance the company's revenue streams but also contribute to a substantial increase in profitability.

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INSTRUCTIONS FOR eVOTING

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

• i. The voting period begins on 27[th] September 2024, Friday at 09:00 AM and ends on 29[th] September 2024, Sunday at 05:00 PM. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 23[rd] September 2024, Monday, may cast their vote electronically. The e-voting module shall be disabled by Bigshare 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.

• 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 above said SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:

Type of Login Method shareholders

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		1)	Users who have opted for CDSL Easi / Easiest facility, can login through
Individual Shareholders			their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users
holding securities	in		to login to Easi/Easiest is https://web.cdslindia.com/myeasitoken/home/login or visit CDSL
Demat mode			websitewww.cdslindia.com and click on login icon & New System Myeasi
withCDSL			Tab and then use your existing my easi username & password.
		▪	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 ofBIGSHAREthe e-Voting
			service provider and you will be re-directed toi-Votewebsite for casting
			your vote during the remote e-Voting period. Additionally, there is also
			links provided to access the system of all e-Voting Service Providers i.e.
			BIGSHARE, so that the user can visit the e-Voting service providers’
			website directly. For joining the meeting click on “VIEW EVENT
			DETAILS (CURRENT)” under ‘EVENTS’ option, Select event for which
			you are desire to attend the AGM under the dropdown option, click on the
			optionVOTE NOWon right hand side top corner, you need to click on
			“VC/OAVM” link placed beside of “VIDEO CONFERENCE LINK”option.

		2) If the user is not registered for Easi/Easiest, option to register is available
		at https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration
		3) Alternatively, the user can directly access e-Voting page by providing
		Demat Account Number and PAN No. from a link
		https://evoting.cdslindia.com/Evoting/EvotingLogin 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.
		Click onBIGSHAREand you will be re-directed toi-Votewebsite for
		casting your vote during the remote e-voting period.
		1) If you are already registered for NSDL IDeAS facility, please visit the e-
Individual		Services website of NSDL. Open web browser by typing the following
Shareholders		URL:https://eservices.nsdl.com either on a Personal Computer or on a
holding securities	in	mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’
demat mode		section. A new screen will open. You will have to enter your User ID and
withNSDL		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 nameBIGSHAREand you will be re-directed toi-Vote
		website for casting your vote during the remote e-Voting period or
		joining virtual meeting & voting during the meeting.
		2) 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

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https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider nameBIGSHAREand you will be redirected toi-Votewebsite for casting your vote during the remote e- Voting period or joining virtual meeting & voting during the meeting

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

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e- Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 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 or joining virtual meeting & voting during the meeting.

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

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. 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.comor contact at 022- 23058738 and 22-23058542-43.
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.: 1800 1020 990 and 1800 22 44 30

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2. Login method for e-Voting for shareholder other than individual shareholders holding shares in Demat mode & physical mode is given below:

• You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

• Click on “ LOGIN ” button under the ‘ INVESTOR LOGIN ’ section to Login on E-Voting Platform.

• Please enter you ‘ USER ID’ (User id description is given below) and ‘ PASSWORD’ which is shared separately on you register email id.

• Shareholders holding shares in CDSL demat account should enter 16 Digit Beneficiary ID as user id.

• Shareholders holding shares in NSDL demat account should enter 8 Character DP ID followed by 8 Digit Client ID as user id.

• Shareholders holding shares in physical form should enter Event No + Folio Number registered with the Company as user id.

Note If you have not received any user id or password please email from your registered email id or contact i-vote helpdesk team. (Email id and contact number are mentioned in helpdesk section).

• Click on I AM NOT A ROBOT (CAPTCHA) option and login.

NOTE : If Shareholders are holding shares in demat form and have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

• If you have forgotten the password: Click on ‘ LOGIN ’ under ‘ INVESTOR LOGIN ’ tab and then Click on ‘ Forgot your password ?

• Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘ Reset ’.

• (In case a shareholder is having valid email address, Password will be sent to his / her registered e-mail address).

Voting method for shareholders on i-Vote E-voting portal:

• After successful login, Bigshare E-voting system page will appear.

• Click on “ VIEW EVENT DETAILS (CURRENT) ” under ‘ EVENTS ’ option on investor portal.

• Select event for which you are desire to vote under the dropdown option.

• Click on “VOTE NOW” option which is appearing on the right hand side top corner of the page.

• Cast your vote by selecting an appropriate option “ IN FAVOUR ”, “ NOT IN FAVOUR ” or “ ABSTAIN ” and click on “ SUBMIT VOTE ”. A confirmation box will be displayed. Click “ OK ” to confirm, else “ CANCEL ” to modify. Once you confirm, you will not be allowed to modify your vote.

• Once you confirm the vote you will receive confirmation message on display screen and also you will receive an email on your registered email id. During the voting period,

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members can login any number of times till they have voted on the resolution(s). Once vote on a resolution is casted, it cannot be changed subsequently.

• Shareholder can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE ” option on investor portal.

3. Custodian registration process for i-Vote E-Voting Website:

• You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

• Click on “ REGISTER ” under “ CUSTODIAN LOGIN ”, to register yourself on Bigshare i- Vote e-Voting Platform.

• Enter all required details and submit.

• After Successful registration, message will be displayed with “User id and password will be sent via email on your registered email id” .

• NOTE : If Custodian have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

• If you have forgotten the password: Click on ‘ LOGIN ’ under ‘ CUSTODIAN LOGIN ’ tab and further Click on ‘ Forgot your password ?

• Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘ RESET .

• (In case a custodian is having valid email address, Password will be sent to his / her registered e- mail address).

Voting method for Custodian on i-Vote E-voting portal:

• After successful login, Bigshare E-voting system page will appear.

Investor Mapping:

• First you need to map the investor with your user ID under “ DOCUMENTS ” option on custodian portal.

• Click on “ DOCUMENT TYPE ” dropdown option and select document type power of attorney (POA).

• Click on upload document “ CHOOSE FILE ” and upload power of attorney (POA) or board resolution for respective investor and click on “ UPLOAD ”.

Note : The power of attorney (POA) or board resolution has to be named as the “ InvestorID.pdf ” (Mention Demat account number as Investor ID.)

• Your investor is now mapped and you can check the file status on display.

Investor vote File Upload:

• To cast your vote select “ VOTE FILE UPLOAD ” option from left hand side menu on custodian portal.

• Select the Event under dropdown option.

• Download sample voting file and enter relevant details as required and upload the same file under upload document option by clicking on “ UPLOAD ”. Confirmation message will be displayed on the screen and also you can check the file status on display (Once vote on a resolution is casted, it cannot be changed subsequently).

• Custodian can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE option on custodian portal.

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: Instructions for joining the AGM through VC/ OAVM

For shareholder other than individual shareholders holding shares in Demat mode & physical mode is given below:

• The Members may attend the AGM through VC/ OAVM at https://ivote.bigshareonline.com under Investor login by using the e-voting credentials (i.e., User ID and Password).

• After successful login, Bigshare E-voting system page will appear.

• Click on “ VIEW EVENT DETAILS (CURRENT) ” under ‘ EVENTS ’ option on investor portal.

• Select event for which you are desire to attend the AGM under the dropdown option.

• For joining virtual meeting click on the option VOTE NOW on right hand side top corner.

• For joining virtual meeting, you need to click on “VC/OAVM” link placed beside of “ VIDEO CONFERENCE LINK” option.

• Members attending the AGM through VC/ OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

The instructions for Members for e-voting on the day of the AGM are as under:-

• The Members can join the AGM in the VC/ OAVM mode 15 minutes before the scheduled time of the commencement of the meeting. The procedure for e-voting on the day of the AGM is same as the instructions mentioned above for remote e- voting.

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

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

Helpdesk for queries regarding virtual meeting:

In case shareholders/ investor have any queries regarding virtual meeting, you may refer the Frequently Asked Questions (‘FAQs’) available at https://ivote.bigshareonline.com, under download section or you can email us to ivote@bigshareonline.com or call us at: 1800 22 54 22.

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