Datamatics Global Services Limited — AGM Information 2024

Jul 10, 2024

July 10, 2024

To, Corporate Communication Department Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeeboy Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Mumbai – 400 001. Bandra (East) Mumbai 400 051. BSE Security Code: 532528 NSE Symbol: DATAMATICS

Sub.: Notice of the Annual General Meeting - Compliance under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir/Madam,

This is further to our letter dated July 04, 2024 intimating that the 36[th] Annual General Meeting (‘AGM’) of the Company will be held on Thursday, August 01, 2024 at 02:30 p.m. (IST) through Video Conferencing/Other Audio Visual Means.

Please find enclosed herewith the Notice of the 36[th] Annual General Meeting of the Company.

The Notice of AGM along with the Annual Report is being dispatched electronically to those Members whose email addresses are registered with the Company/the Registrar and Share Transfer Agent/Depositories.

The Notice, Annual Report and other related documents are also available on the website of the Company at https://www.datamatics.com/about-us/investor-relations/financials

You are requested to take the above on record.

Yours faithfully,

For Datamatics Global Services Limited

DIVYA Digitally signed by DIVYA KUMAT KUMAT Date: 2024.07.10 17:53:15 +05'30'

Divya Kumat EVP, Chief Legal Officer & Company Secretary

Encl.: As above

DATAMATICS GLOBAL SERVICES LTD. Knowledge Centre, Plot 58, Street No. 17, MIDC, Andheri (East), Mumbai - 400 093. INDIA | Tel: +91 (22) 6102 0000/1/2 | Fax: +91 (22) 2834 3669 |CIN: L72200MH1987PLC045205 | | investors@datamatics.com | www.datamatics.com

Datamatics Global Services Limited

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N O T I C E

NOTICE is hereby given that the 36TH ANNUAL GENERAL MEETING (“AGM”) of the members of DATAMATICS GLOBAL SERVICES LIMITED will be held on Thursday, August 01, 2024 at 02.30 P.M. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) facility to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt:

• a) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, together with the Reports of the Auditors thereon; and

• b) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024, together with the reports of the Board of Directors and the Auditors thereon.

• To declare Final Dividend of Rs. 5/- per Equity Share of the face value of Rs. 5/- each (100%) for the financial year ended March 31, 2024.

• To re-appoint Mr. Sameer Kanodia (DIN: 00008232), who retires by rotation and being eligible, offers himself for reappointment.

SPECIAL BUSINESS:

4. Commission to Non-Executive Directors

To consider and if thought fit, to pass, the following resolution as a SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Rules framed thereunder, and Regulation 17(6) and other applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or amendment(s) thereto or reenactment(s) thereof for the time being in force) and subject to other approvals as may be required, a sum not exceeding 0.25% per annum of the net profits of the Company, computed in the manner referred to in Section 198 of the Act, in addition to the sitting fees for attending the meeting(s) of the Board of Directors of the Company or any Committee thereof, be paid to and distributed amongst the directors (other than the Managing Director and Whole-time Director(s) of the Company), in such amounts or proportions and in such manner and in all respects as may be directed by the Board of Directors and such payments shall be made with respect to the profits of the Company for each year, for a period of 5 (Five) years, commencing from April 1, 2024;

RESOLVED FURTHER THAT the Board be and is hereby authorised to do all such acts, deeds, matters and things including deciding on the manner of payment of commission and settle all questions or difficulties that may arise with regard to the aforesaid resolution as it may deem fit and to execute any agreements, documents, instructions, etc. as may be necessary or desirable in connection with or incidental to give effect to the aforesaid resolution.”

5. Reclassification of Outgoing Promoters to “Public” shareholder category

To consider and if thought fit, to pass, the following resolution as an ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Regulation

31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications or re-enactment thereof for the time being in force) (“SEBI Listing Regulations”) and other applicable laws and subject to necessary approvals from the BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”) (together, “Stock Exchanges”) and such other approvals as may be necessary and in accordance with the recommendation of the Board of Directors of the Company, consent of the Members of the Company be and is hereby accorded for reclassification of shareholders listed hereunder (hereinafter referred to as “Outgoing Promoters”), from "Promoter/ Promoters Group" category to "Public" category:

Sr. No.	Name of the Shareholder	No. of Equity Shares held as at date of notice	% Holding
1	Mrs. Shubhlakshmi Dani	17,80,000	3.02
2	Mrs. Rashmi Yogendra Kanodia	10,075	0.02
3	Mrs. Aneesha Aditya Dalmia	0	0.00
4	Mrs. Amrita Vidur Bhogilal	0	0.00
	Total	17,90,075	3.04

RESOLVED FURTHER THAT Dr. Lalit Kanodia, Chairman & Whole-time Director and/or Mr. Rahul Kanodia, Vice Chairman & CEO and/or Ms. Divya Kumat, EVP, Chief Legal Officer & Company Secretary, be and are hereby severally authorized to intimate Stock Exchanges post Members' approval and to submit a reclassification application to the Stock Exchanges within the permitted time and execute all such forms, documents, instruments, papers and writings etc., on behalf of the Company, as may be required from time to time, to do and to perform all such acts, deeds, matters and things as may be necessary to give effect to this resolution and to settle any question, difficulty or doubt, that may arise in giving effect to aforementioned resolution;

RESOLVED FURTHER THAT a copy of the aforesaid resolution certified by any one of Dr. Lalit Kanodia, Chairman & Wholetime Director and/or Mr. Rahul Kanodia, Vice Chairman & CEO and/or Ms. Divya Kumat, EVP, Chief Legal Officer & Company Secretary of the Company be provided to the concerned persons/ authorities as may be necessary.”

By Order of the Board of Directors For Datamatics Global Services Limited Sd/Divya Kumat EVP, Chief Legal Officer & Company Secretary

Place: Mumbai

Date: May 08, 2024

Registered Office:

Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri (E), Mumbai - 400 093. CIN: L72200MH1987PLC045205 Tel: +91(22) 61020000/1/2 Website: www.datamatics.com

Email: investors@datamatics.com

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18

Financial Sections

Corporate Overview | Statutory Reports |

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NOTES:

1. The Government of India, Ministry of Corporate Affairs has allowed conducting Annual General Meeting (“AGM”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”) and dispended the personal presence of the Shareholders at the meeting. Accordingly, the Ministry of Corporate Affairs issued Circular No. 09/2023 dated September 25, 2023 read with Circular No. 14/2020 dated April 8, 2020 and Circular No. 17/2020 dated April 13, 2020 (“MCA Circulars”) and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, Circular No. SEBI/HO/DDHS/P/ CIR/2022/0063 dated May 13, 2022, Circular No. SEBI/HO/DDHS/DDHSRACPOD1/P/CIR/2023/001 dated January 5, 2023 and Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/ 023/167 dated October 7, 2023 issued by the Securities and Exchange Board of India (“SEBI Circulars”) prescribing the procedures and manner of conducting the AGM through VC/OAVM. In terms of the said circulars, 36th AGM of the Members of the Company is being held through VC/OAVM. Hence, Members can attend and participate in the AGM through VC/OAVM only . The deemed venue for the AGM of the Company shall be the Registered Office of the Company.

2. The Notice of the AGM along with the Annual Report for the financial year 2023-24 is being sent only by electronic mode to those Members whose email addresses are registered with the Company / Depositories as on Friday, July 5, 2024 in accordance with the aforesaid MCA and SEBI Circulars. Members may note that the Notice of AGM and Annual Report for the financial year 2023-24 will also b e a v a i l a b l e o n t h e C o m p a n y ’ s w e b s i t e www.datamatics.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL at www.evoting.nsdl.com.

3. The statement pursuant to section 102 of the Companies Act, 2013 as amended (Act) setting out material facts concerning the business with respect to Item no. 4 and 5 forms part of this Notice. Additional information, pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 (“SEBI Listing Regulations”) and Secretarial Standard -2 on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director retiring by rotation seeking re-appointment at this AGM is annexed to this Notice.

4. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC/OAVM, physical attendance of Members has been dispensed with. 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.

5. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the

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• commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

• 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/Authorization etc., authorizing its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote e- voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email through its registered email address to swapneel@spassociates.co with a copy marked to evoting@nsdl.co.in.

• As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company’s Registrars and Transfer Agents, Datamatics Business Solutions Limited (“DBSL”) for assistance in this regard.

• The Register of members and Share Transfer Books of the Company will be closed from Friday, July 26, 2024 to Thursday, August 01, 2024 (both days inclusive) in connection with the AGM and for the purpose of dividend.

• The Company has fixed Thursday, July 25, 2024 as the “Record Date” for determining entitlement of Members to final dividend for the financial year ended March 31, 2024, if approved at the AGM.

• The Final dividend of Rs. 5/- per share i.e. at the rate of 100% on face value of Rs. 5/- each for the year ended March 31, 2024, as recommended by the Board of Directors, if approved at the AGM, will be paid subject to deduction of tax at source (‘TDS’) on or from August 05, 2024 as under:

• (i) To all Beneficial Owners in respect of shares held in dematerialized form as per the data as may be made available by the National Securities Depository Limited (“NSDL”) and the Central Depository Services (India) Limited (“CDSL”), collectively “Depositories”, as of end of day on Thursday, July 25, 2024;

• (ii) To all Members in respect of shares held in physical form after giving effect to valid transmission or transposition requests lodged with the Company as of the close of business hours on Thursday, July 25, 2024.

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Annual Report 2023-24

19

Datamatics Global Services Limited

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1. Pursuant to the changes introduced to the Income Tax Act, 1961 by the Finance Act 2020, with effect from April 1, 2020, dividends paid or distributed by a Company are taxable in the hands of members, and the Company is required to deduct tax at source (TDS) at the prescribed rates on the dividend paid to its shareholders. The TDS rate would vary depending on the residential status of the shareholder and the documents submitted by them and accepted by the Company. In order to enable us to determine the applicable TDS rate, members are requested to submit the relevant documents on or before Thursday, July 25, 2024. A copy of the detailed communication regarding TDS on dividend, which was previously sent to the Shareholders by e-mail is available at the weblink - https://www.datamatics.com/aboutus/investor-relations/financials. Members are requested to refer to the same for further details. Kindly note that no documents in respect of TDS would be accepted from members after Thursday, July 25, 2024.

12. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with DBSL in case the shares are held by them in physical form.

1. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to DBSL in case the shares are held by them in physical form.

2. 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 the PAN to their depository participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to DBSL.

3. As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. Members are requested to submit the said details to their DP in case the shares are held by them in electronic form and to DBSL in case the shares are held in physical form.

4. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or DBSL, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.

5. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.

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1. Shareholders are requested to forward their queries on the annual report for the financial year ended March 31, 2024 to the Company on investors@datamatics.com on or before Thursday, July 25, 2024.

2. Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (“IEPF”). The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form No. IEPF-5 available on www.iepf.gov.in. Members’ attention is particularly drawn to the “Corporate Governance” section with respect to unclaimed and unpaid dividends.

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

4. A person who is not a Member as on the cut-off date i.e. Thursday, July 25, 2024 should treat this Notice for information purposes only.

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

23. Instructions for voting through electronic means (evoting):

• I. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI Listing Regulations, the Company is pleased to provide to its Members facility to exercise their right to vote on resolutions proposed to be passed in the Meeting by electronic means.

• II. The Company has engaged the services of National Securities Depository Limited (NSDL) as the Agency to provide remote e-Voting facility and e-Voting during the AGM.

• III. The Board of Directors has appointed Mr. Swapneel Vinod Patel, Practicing Company Secretary and Partner of Shah Patel & Associates (Membership No. A41106/Certificate of Practice No. 15628) as the Scrutinizer to scrutinize the voting during the AGM and remote e-voting process in a fair and transparent manner.

• IV. The Results of voting will be declared within 2 working days of the conclusion of the AGM. The declared Results, along with the Scrutinizer’s Report will be submitted with the Stock Exchanges where the Company’s equity shares are listed (BSE Limited & National Stock Exchange of India Limited) and shall also be displayed on the Company’s website www.datamatics.com and NSDL’s website www.evoting.nsdl.com.

• V. Voting rights of the Members for voting through

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20

Corporate Overview | Statutory Reports | Financial Sections

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remote e-Voting and voting during the AGM shall be in proportion to shares of the paid-up equity share capital of the Company as on the cut-off date i.e. Thursday, July 25, 2024. A person, whose name is recorded in the Register of Members or in the Register of Beneficial owners (as at the end of the business hours) maintained by the depositories as on the cut-off date shall only be entitled to avail the facility of remote e-voting and voting during the AGM.

• VI. The remote e-voting facility will be available during the following period:

• a. Commencement of remote e-Voting: 09.00 A.M. (IST) on Monday, July 29, 2024.

• b. End of remote e-Voting: 05.00 P.M. (IST) on Wednesday, July 31, 2024.

• c. The remote e-Voting will not be allowed beyond the aforesaid date and time and the remote e- Voting module shall be disabled by NSDL upon expiry of aforesaid period.

• VII. Those Members, who will be present in the AGM through VC / OAVM facility and have not cast their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system during the AGM.

• VIII. The Members who have cast their vote by remote e- Voting prior to the AGM may also attend/ participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again.

• IX. Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holds shares as of the cutoff date, may obtain the login ID and password by sending a request at evoting@nsdl.co.in mentioning their demat account number / folio number, PAN, name and registered address. However, if he / she is already registered with NSDL for remote e-voting then he / she can use his / her existing User ID and password for casting the vote.

• X. The Registers required to be maintained under the Companies Act, 2013 and all other documents referred to in the Notice will be available for inspection in electronic mode. Members can inspect t h e s a m e b y s e n d i n g a n e m a i l t o investors@datamatics.com.

XI. Process and manner of remote e-voting:

Members are requested to follow the below instructions to cast their vote through e-Voting:

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.

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

Step 1: Access to NSDL e-Voting system:

A. Login method for e-Voting and joining virtual meeting

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for Individual shareholders holding securities in demat mode

In terms of SEBI circular 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.

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

Type of shareholders		Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3.	If you are already registered for NSDL IDeAS facility, please visit the e-Service website of NSDL. Open web browser by typing the f o l l o w i n g U R L : h t t p s : / / eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the“Beneficial Owner”icon under“Login”which is available under‘IDeAS’section. A new screen will open. You will have to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting”under e- Voting services and you will be able to see e-Voting page. Click on options available against company name ore-Voting service provider i.e. NSDLand you will be re-directed to e- Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If you are not registered for IDeAS e-Services, option to register is a v a i l a b l e a t https://eservices.nsdl.com. Select“Register Online for IDeAS P o r t a l ” o r c l i c k a t https://eservices.nsdl.com/Secure Web/IdeasDirectReg.jsp. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon“Login”which is available under ‘Shareholder/ Member’ section. A new screen will open. You will have to enter

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Annual Report 2023-24

21

Datamatics Global Services Limited

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Type of shareholders Login Method your User ID (i.e. your sixteen digit demat account number held 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 options available against company name or e-Voting service provider i.e. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by s c a n n i n g t h e Q R c o d e mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL.	1. 2. 3. 4.	Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/ m y e a s i / h o m e / l o g i n o r www.cdslindia.com and click on New System Myeasi. Af ter 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 onNSDLto cast your vote. If the user is not registered for Easi/Easiest, option to register i s a v a i l a b l e a t https://web.cdslindia.com/my
		easi/Registration/EasiRegistra
		tion Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in home www.cdslindia.com

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Type of shareholders	Login Method
	p a g e . T h e s y s t e m w i l l authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e-Voting is in progress.
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. Once login, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Deposi- t o r y s i t e a f t e r s u c c e s s f u l authentication, wherein you can see e-Voting feature. Click on options available against company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL 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. NSDL and CDSL.

Login type	Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL.		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.
Individual Shareholders holding securities in demat mode with CDSL.		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43.
B.	Login Method for e-Voting and joining virtual meeting 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 b y t y p i n g t h e f o l l o w i n g U R L : https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

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Corporate Overview | Statutory Reports | Financial Sections

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1. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

2. 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.

3. 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.

4. 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 demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example, if your DP ID is In300 and Client ID is 12 then your user ID is IN30012**
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the 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:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. 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.

4. 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 from 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.

5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

6. 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.

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

8. 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.

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

10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

11. Now, you will have to click on “Login” button.

12. After you click on the “Login” button, Home page of e- Voting will open.

Step 2: Cast your vote electronically and join General - Meeting on NSDL e Voting system.

How to cast your vote electronically and join General - Meeting 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 and General Meeting is in active status.

2. Now you are ready for e-Voting as the Voting page opens. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

3. 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.

4. Upon confirmation, the message “Vote cast successfully” will be displayed.

5. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

6. 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 a 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 email to swapneel@spassociates.co with a copy marked to evoting@nsdl.co.in.

2. 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

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User Reset Password?” option available on https://www.evoting.nsdl.com to reset the password.

1. In case of any queries relating to e-voting you may refer to the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of https://www.evoting.nsdl.com or call on toll free no.: 1800-222-990 or send a request at evoting@nsdl.co.in.

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 investors@datamatics.com.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account Statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to investors@datamatics.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

3. 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.

4. In terms of SEBI circular 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 required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM:

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e- Voting.

2. 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.

3. 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.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-Voting.

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In case you have not registered your e-mail address with the Company/ Depository, please follow below instructions for registration of e-mail address for obtaining Annual Report and / or login details for e-voting:

• Physical Holding Send a request to the Registrar and Transfer Agents of the Company, DBSL at investorsquery@datamaticsbpm.com providing 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) for registering email address. Following additional details need to be provided in case of updating Bank Account Details:

• a) Name and Branch of the Bank in which you wish to receive the dividend;

• b) the Bank Account type;

• c) Bank Account Number allotted by their banks after implementation of Core Banking Solutions;

• d) 9 digit MICR Code Number, and

• e) 11 digit IFSC Code;

• f) a scanned copy of the cancelled cheque bearing the name of the first shareholder.

• Demat Holding Please contact your Depository Participant (DP) and register your email address and bank account details in your demat account, as per the process advised by your DP.

24. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop

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Corporate Overview | Statutory Reports | Financial Sections

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connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuations in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

1. Members seeking any information with regard to the annual accounts for FY 2023-24 or any business to be dealt at the AGM, are requested to send an e-mail on investors@datamatics.com on or before Thursday, July 25, 2024 along with their name, DP ID and Client ID/ folio number, PAN and mobile number. The same will be replied by the Company suitably.

2. Members of the Company who would like to speak or express their views or ask questions during the AGM may register themselves as a speaker by sending their request mentioning their name, demat account number/folio number, email id, mobile number on or before Thursday, July 25, 2024 at investors@datamatics.com. Those Members who have registered themselves as a Speaker will only be allowed to express their views or ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

3. A facility will be provided to the shareholders attending the meeting through VC/ OAVM, whereby they can pose questions concurrently, during the proceeding of the meeting. Questions raised during the meeting will be responded by the Company suitably. The Company however reserves the right to limit and respond to queries raised by members.

By Order of the Board of Directors For Datamatics Global Services Limited

Sd/Divya Kumat EVP, Chief Legal Officer & Company Secretary

Place: Mumbai Date: May 08, 2024

Registered Office:

Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri (E), Mumbai - 400 093. CIN: L72200MH1987PLC045205 Tel: +91(22) 61020000/1/2 Website: www.datamatics.com Email: investors@datamatics.com

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Explanatory Statement

As required by Section 102 of the Companies Act, 2013 (the Act), the following Explanatory Statement sets out all material facts relating to the business mentioned under Item No.4 and 5 of the accompanying Notice dated May 08, 2024:

Item No. 4

Commission to Non-Executive Directors

The Members at the 31st Annual General Meeting had approved payment of commission to Non-Executive Directors of the Company not exceeding 0.25% per annum of the net profits of the Company for a period of 5 (Five) years i.e. upto March 31, 2024. The said commission was in addition to the sitting fees payable to the Directors for attending the meetings of the Board of Directors of the Company or any Committee thereof. It is proposed to continue with the payment of Commission to Non-Executive Directors of the Company.

The Company’s Non-executive Directors are professionals with high level of expertise and have rich experience in functional areas such as business strategy, business development, corporate governance, finance & taxation, security-IT domain expertise, risk management amongst others. Non-executive Directors are actively involved in various decision-making process and are making valuable contributions towards business development, governance, long term strategy and compliances.

Hence, it is proposed that the Directors (other than the Managing Director and Whole-time Director(s) of the Company) be paid, for each of the 5 (Five) consecutive financial years commencing April 1, 2024 upto March 31, 2029, commission not exceeding 0.25% per annum of the net profits of the Company computed in accordance with the provisions of the Act. This commission will be distributed amongst all directors (other than the Managing Director and Whole-time Director(s) of the Company) in accordance with the directions given by the Board. Such commission would be in addition to the sitting fees payable for attending the meetings of the Board of Directors of the Company or any Committee thereof.

Non-executive Directors along with their relatives are deemed to be concerned or interested, financially or otherwise in the Resolution at Item No.4 of the Notice to the extent of the share of commission that may be received by them.

None of the other Directors, Key Managerial Personnel or their relatives are, in any way, concerned or interested, in the Resolution except to the extent of their shareholding interest, if any, in the Company.

The Board recommends passing of the proposed resolution as stated in Item No. 4 as Special Resolution and requests Members' approval for the same.

Item No. 5

Reclassification of Outgoing Promoters to “Public” shareholder category

Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’)

provides a mechanism regarding reclassification from “Promoter/ Promoter Group” category to “Public” Category.

Members are apprised that in terms of the said Regulation, the Company has received Request Letters dated May 07, 2024 from few members of Promoter/ Promoter Group for reclassification of their shareholding from the existing Promoter Group category to Public Shareholder Category in the Shareholding Pattern of the Company and/or at such other places wherever their name appears.

The members seeking reclassification (hereafter collectively referred to as the "Outgoing Promoters") and equity shares held by them in the Company is mentioned in the table below and are currently classified as “person belonging to the promoter group” in the Shareholding Pattern of the Company:

Sr. No.	Name of the Shareholder	No. of Equity Shares held as at date of notice	% Holding
1	Mrs. Shubhlakshmi Dani	17,80,000	3.02
2	Mrs. Rashmi Yogendra Kanodia	10,075	0.02
3	Mrs. Aneesha Aditya Dalmia	0	0.00
4	Mrs. Amrita Vidur Bhogilal	0	0.00
	Total	17,90,075	3.04

Confirmation by the Outgoing Promoters

The Outgoing Promoters in their respective Request Letters have confirmed that, they along with the persons related to them:

• i) do not, together, hold more than 10% of the total voting rights in the Company;

• ii) do not exercise control over the affairs of the Company, directly or indirectly;

• iii) do not have any special rights with respect to the Company through formal or informal arrangements including through any shareholder agreements;

• iv) are not represented on the board of directors of the Company (including through nominee director);

• v) are not acting as a key managerial person in the Company;

• vi) are not ‘wilful defaulters’ as per the Reserve Bank of India Guidelines; and

vii) are not fugitive economic offenders.

Further, the Outgoing Promoters have confirmed that subsequent to their reclassification, they shall continue to comply with the provisions of Regulation 31A(4) of the SEBI Listing Regulations.

Confirmation by the Company

As at the date of this Notice, the Company is compliant with the following conditions specified in Regulation 31A(3)(c) of the SEBI Listing Regulations and is accordingly competent to make an application to the Stock Exchanges for their approval for reclassification of status of the said Outgoing Promoters to ‘Public’ shareholder category.

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• (1) The Company is in compliance with requirements of minimum public shareholding as required under Regulation 38 of the SEBI Listing Regulations;

• (2) The trading in equity shares of the Company have not been suspended by the Stock Exchanges where equity shares of the Company are listed;

• (3) The Company does not have outstanding dues to the SEBI, Stock Exchanges or the Depositories.

As at the date of this Notice, the total Promoter holding in the Company is at 66.44%. In the event, the reclassification is approved by the Members of the Company and the Stock Exchanges, the total Promoter holding in the Company shall reduce from 66.44% to 63.40%.

Board’s Consideration and Recommendations

At their meeting held on May 08, 2024, Board of Directors of the Company analyzed the Request Letters received from the Outgoing Promoters and the confirmations therein as per the provisions of Regulation 31A of the SEBI Listing Regulations. Board also considered Company’s confirmations in this matter and the impact of the proposed reclassification. Upon perusal of the above, Board of Directors of the Company approved the Reclassification Requests of the Outgoing Promoters, subject to approval of the Members and the Stock Exchanges.

shall vote to approve the reclassification request as prescribed under the Regulations.

None of the Directors, Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions set out at Item No.5, except to the extent of their shareholding as Member, if any.

The Board recommends passing of the proposed resolution as stated in Item No.5 as an Ordinary Resolution and requests Members’ approval for the same.

By Order of the Board of Directors For Datamatics Global Services Limited Sd/Divya Kumat EVP, Chief Legal Officer & Company Secretary

Place: Mumbai Date: May 08, 2024

Registered Office:

Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri (E), Mumbai - 400 093. CIN: L72200MH1987PLC045205 Tel: +91(22) 61020000/1/2 Website: www.datamatics.com Email: investors@datamatics.com

None of the Outgoing Promoters and persons related to them

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Annexure

TO NOTICE

PARTICULARS OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT AT THE AGM PURSUANT TO REGULATION 36(3) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD ON GENERAL MEETINGS (SS-II) ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA:

Name of Director	Mr. Sameer Kanodia
DIN	00008232
Date of birth	January 30, 1975
Age	49 Years
Qualification	Bachelor of Science in Business Administration degree from Bryant University, USA, with a major in Marketing. Master’s in Business Administration from Bryant Universitywith a major in Finance.
Expertise in specific functional areas	He has more than 20 years of professional experience and has expertise in Business Management, strategic initiatives, expansion plans & go-to- market strategies.
Terms and Conditions of Appointment/Re- appointment	Mr. Sameer Kanodia (DIN: 00008232) retires by rotation and being eligible, offers himself for re-appointment to the members at the ensuing Annual General Meetingof the Company.
Details of remuneration sought to be paid and last drawn remuneration	Not Applicable
Date of first appointment on the Board.	January 30, 2008
No. of Meetings of the Board attended during FY 2023-24	Attended all 5 meetings held in the financial year 2023-2024
Directorship held in other companies (excluding foreign companies and Section 8 companies)	Lumina Datamatics Limited Datamatics Robotics Software Limited Diacritech Technologies Private Limited Datamatics Infotech Services Private Limited Luminad.AI Limited (earlier known as LDR eRetail Limited)
Membership/Chairmanship in Committees of public companies. (Audit Committee and Stakeholders’ Relationship Committee considered)	Member of Audit Committee, Lumina Datamatics Limited Member of Stakeholder Relationship Committee, Datamatics Global Services Limited
Shareholdingin the Company	*1,27,43,386 Equity Shares of Rs. 5/- each.
Directorship in other listed entities	Not Applicable.
Disclosure of relationship with other Directors, Manager and other Key Managerial Personnel	He is son of Dr. Lalit Kanodia and brother of Mr. Rahul Kanodia, Directors of the Company.

*Holding as on date of this Notice

By Order of the Board of Directors For Datamatics Global Services Limited

Sd/Divya Kumat EVP, Chief Legal Officer & Company Secretary

Place: Mumbai Date: May 08, 2024 Registered Office: Knowledge Centre, Plot No. 58, Street No. 17, MIDC, Andheri (E), Mumbai - 400 093. CIN: L72200MH1987PLC045205 Tel: +91(22) 61020000/1/2 Website: www.datamatics.com Email: investors@datamatics.com

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