DELPHI WORLD MONEY LIMITED — Proxy Solicitation & Information Statement 2024

Apr 1, 2024

DELPHI/SEC/2024-25/01

01[th ] April, 2024

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BSE Ltd.

Corporate Relation Department, Listing Department, Rotunda Building, PJ Towers, Dalal Street, Mumbai – 400 023. Scrip Code : 533452

National Stock Exchange of India Ltd.

Listing Department Exchange Plaza, C-1, Block- G, Bandra Kurla Complex Bandra (East) Mumbai–400 051 NSE Symbol: DELPHIFX

Sub: Notice of Postal Ballot

Dear Sir/Madam,

Pursuant to the Regulation 30 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the Postal Ballot Notice for seeking approval of Members of the Company for the below mentioned Resolution:-

1. To Reappoint Mr. Deepak Bhan (DIN 08458485) as an Independent Director (Non-Executive) of the Company.

2. To Reappoint Mr. Sanjay Malhotra (DIN 08458713) as an Independent Director (Non-Executive) of the Company.

The Company has circulated the electronic copies of the Postal Ballot Notice dated April 01, 2024 along with the Explanatory Statement pertaining to the said resolutions setting out the material facts and related particulars, today, April 01, 2024 to those Members whose names appear in the Register of Members / list of Beneficial Owners maintained by the Company / Depositories as at close of business hours on Friday, March 29, 2024 (i.e. Cut-off date) and whose email address were registered with the Depository Participants or with the Company or its Registrar and Transfer Agent as on the Cut-off date. Members who have not updated their email addresses with the Company are requested to update their email addresses as per the instructions given in the enclosed Notice.

The Remote E-Voting will commence on Thursday, April 04, 2024 at 09:00 hours IST and ends on Friday, May 03, 2024 at 17:00 hours IST. This is for your information and records. This will also be hosted on Company’s website at www.indiaforexonline.com

Thanking you, For DELPHI WORLD MONEY LIMITED (ERSTWHILE EBIXCASH WORLD MONEY INDIA LIMITED)

Digitally signed by SHIVAM SHIVAM AGGARWAL AGGARWAL Date: 2024.04.01 16:57:41 +05'30'

SHIVAM AGGARWAL COMPANY SECRETARY M No: A55785

Encl: a/a

DELPHI WORLD MONEY LIMITED (ERSTWHILE EBIXCASH WORLD MONEY INDIA LIMITED) Regd. Office: 8th Floor, Manek Plaza, Kalina CST Road, Kolekalyan, Santacruz (E), Mumbai, Maharashtra-400098 Website: www.indiaforexonline.com . E. mail :corp.relations@ebixcash.com . Phone: +91-22-68649800

CIN: L65990MH1985PLC037697

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NOTICE OF POSTAL BALLOT

(Pursuant to Section 108 & 110 of the Companies Act, 2013)

Dear Member(s),

Notice is hereby given pursuant to the provisions of Sections 108 and 110, and other applicable provisions of the Companies Act, 2013, as amended (“the Act”), read together with the Companies (Management and Administration) Rules, 2014, as amended (“the Management Rules”), General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 5, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs, Government of India (“the MCA Circulars”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and any other applicable law, rules, circulars, notifications and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), that the resolutions appended below, be passed by the members of the Company (as on the Cut-off Date), through postal ballot (“the Postal Ballot”) only by way of remote e-voting (“e-voting”) for the following special resolutions:

S. No	Particulars
1.	Reappointment of Mr. Deepak Bhan (DIN 08458485) as an Independent Director (Non-Executive) of the Company
2.	Reappointment of Mr. Sanjay Malhotra (DIN 08458713) as an Independent Director (Non-Executive) of the Company

An Explanatory Statement pertaining to the said resolutions setting out the material facts and the reasons / rationale thereof form part of this Postal Ballot Notice (“the Notice” or “the Postal Ballot Notice”).

In compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“the LODR Regulations”) and pursuant to the provisions of Sections 108 and 110 of the Act read with the rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting postal ballot form. Accordingly, the Postal Ballot Notice and instructions for e-voting are being sent only through electronic mode to those members whose email address is registered with the Company / Depository Participant(“DP”).

The Board has appointed Mr. Rahul Khadriya, Practicing Company Secretary (Membership No. FCS 10166) Managing Partner of M/s SRC & Co. Practicing Company Secretaries, as the scrutinizer (“Scrutinizer”) for conducting the Postal Ballot / e-voting process in a fair and transparent manner.

In compliance with the provisions of Sections 108 and 110 of the Act read with Rule 20 and 22 of the Management Rules, Regulation 44 of the LODR Regulations, and SS-2, the Company has provided e-voting facility to its members to cast their votes electronically. The detailed procedure with respect to e-voting is mentioned in this Notice. The Company has engaged the National Securities Depository Limited (“NSDL”) for facilitating e-voting.

Members desiring to exercise their votes are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the Notes forming part of the Notice. The e-voting facility will be available during the following period:

Commencement of e-voting period	9.00 a.m. IST on Thursday, April 4, 2024
Conclusion of e-voting period	5.00p.m. IST on FridayMay3, 2024

Cut-off date for eligibility to vote

Friday, March 29, 2024

The e-voting facility will be disabled by NSDL immediately after 5.00 p.m. IST on Friday, May 3, 2024, and will be disallowed thereafter. The Scrutinizer will submit his report to the Chairman of the Company (“the Chairman”) or any other person authorized by the Chairman, and the result will be announced within 48 hours from the conclusion of the e-voting period i.e. on or before 5.00 PM IST on Sunday, May 5, 2024. The result declared along with the Scrutinizer’s report shall be communicated in the manner provided in this Postal Ballot Notice.

The last date of e-voting, i.e. May 3, 2024, shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority.

Resolutions:

Item No. 1

REAPPOINTMENT OF MR. DEEPAK BHAN (DIN 08458485) AS AN INDEPENDENT DIRECTOR (NON EXECUTIVE) OF THE COMPANY

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

RESOLVED THAT pursuant to the provisions of Sections 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Rules framed thereunder and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“the LODR Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Articles of Association of the Company, approval and recommendation of the Nomination and Remuneration Committee, and that of the Board of Directors, Mr. Deepak Bhan (DIN 08458485), who holds office as an Independent Director up to May 21, 2024, be and is hereby reappointed as an Independent Director, not liable to retire by rotation, for a second term of 5 (five) years with effect from May 22, 2024.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to any committee of directors with power to further delegate to any other Officer(s) / Authorized Representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.

Item No. 2

REAPPOINTMENT OF MR. SANJAY MALHOTRA (DIN 08458713) AS AN INDEPENDENT DIRECTOR (NON EXECUTIVE) OF THE COMPANY

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

RESOLVED THAT pursuant to the provisions of Sections 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Rules framed thereunder and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“the LODR Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Articles of Association of the Company, approval and recommendation of the Nomination and Remuneration Committee, and that of the Board of Directors, Mr. Sanjay Malhotra (DIN 08458713), who holds office as an Independent Director up to May 21, 2024, be and is hereby reappointed as an Independent Director, not liable to retire by rotation, for a second term of 5 (five) years with effect from May 22, 2024.

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to any committee of directors with power to further delegate to any other Officer(s) / Authorized Representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.

BY ORDER OF BOARD OF DIRECTORS

SD/-

SHIVAM AGGARWAL COMPANY SECRETARY & COMPLIANCE OFFICER M. NO.: A55785

DATE: 26[TH ] MARCH, 2024 PLACE: MUMBAI

REGISTERED OFFICE: 8[TH] FLOOR, MANEK PLAZA, KALINA CST ROAD, KALINA, SANTACRUZ (EAST), MUMBAI 400 098

NOTES

1. Explanatory statement pursuant to the provisions of Section 102 read with Section 110 of the Act, setting out the material facts pertaining to the Resolution(s) are annexed hereto along with Postal Ballot Notice (“Notice”) for your consideration.

2. As per Section 110 and other applicable provisions of the Act read with Rule 22 of the Rules, cut-off date for the purpose of reckoning the Voting rights is Friday, 29th March, 2024 (“Cut-off Date”). A person who is not a Member as on the Cut-off Date should treat this Notice for information purposes only.

3. The Postal Ballot Notice is being sent to the Members, whose names appear on the Register of Members / List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on Friday, 29th March, 2024. The Postal Ballot Notice is being sent to Members in electronic form to the email addresses registered with their Depository Participants (in case of electronic shareholding) / the Company’s Registrar and Share Transfer Agents (in case of physical shareholding). All the members of the Company as on the Cut-off date shall be entitled to vote in accordance with the process specified in this notice. Any person who is not a member on the Cut-off date shall treat this notice for information purpose only. As per the MCA Circulars, physical copy of the Notice, Postal Ballot Form and pre-paid business reply envelope are not being sent to the members for this Postal Ballot. The Postal Ballot Notice will be available on the Company’s website www.indiaforexonline.com.

4. Resolutions passed by the Members through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members.

5. In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Regulation 44 of the SEBI Listing Regulations, the Company is pleased to provide voting facility by electronic means (“e-voting”) to the Members, to enable them to cast their votes electronically and vote on all the resolutions through the e-voting service facility arranged by the National Securities Depositories Limited (“NSDL”). The instructions for e-voting forms part of this Notice.

6. The e-voting period commences from 9.00 a.m. IST on Thursday, April 4, 2024 to 5.00 p.m. IST on Friday, May 3, 2024. During this period, Members holding shares either in physical form or in dematerialized form, as on Friday, 29th March, 2024, i.e. cut-off date, may cast their vote electronically. The e-voting module shall

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be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the Member, he/she shall not be allowed to change it subsequently or cast vote again.

1. Mr. Rahul Khadriya, Practicing Company Secretary (Membership No. 10166) Proprietor of M/s. SRC & CO. has been appointed by the Board of Directors of your Company on 26[th] March, 2024 as the Scrutinizer for conducting the Postal Ballot process (through remote e-voting) in accordance with Law, in a fair and transparent manner.

2. The Scrutinizer will submit his report to the Chairman after the completion of scrutiny, and the result of the voting by postal ballot will be announced by the Chairman or any Director of the Company duly authorized, on or before 5[th] May, 2024. The same will also be displayed on the website of the Company www.indiaforexonline.com, besides being communicated to the Stock Exchanges, Depositories and Registrar and Share Transfer Agents.

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

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated 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. ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added 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 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. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com.Select“Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 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- Votingsystem is launched, click on the icon “Login” which is

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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 eVoting 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.

1. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities in demat mode with CDSL

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.

3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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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. upon logging in, you will be able to see e-Voting option. 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote duringthe remote e-Voting period.

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

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

**Login type **	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk bysendinga request atevoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at toll free no. 1800 22 55 33

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

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

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

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

3. 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.

4. 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.

5. 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 thenyour 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 user 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

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1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password: a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

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

c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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

1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. 8. Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open. -

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

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

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. 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.

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

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

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to Mr. Rahul Khadriya at info@srclegal.in with a copy marked to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

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

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1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request to Mr. Sagar S Gudhate at evoting@nsdl.com

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 corp.relations@ebixcash.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 corp.relations@ebixcash.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 for Individual shareholders holding securities in demat mode .

1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

2. 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.

BY ORDER OF BOARD OF DIRECTORS

SD/-

SHIVAM AGGARWAL COMPANY SECRETARY & COMPLIANCE OFFICER M. NO.: A55785

DATE: 26[TH ] MARCH, 2024 PLACE: MUMBAI

REGISTERED OFFICE: 8[TH] FLOOR, MANEK PLAZA, KALINA CST ROAD, KALINA, SANTACRUZ (EAST), MUMBAI 400 098

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

Item No. 1 & 2

Mr. Deepak Bhan & Mr. Sanjay Malhotra were appointed as Independent Directors of the Company for their first term of a period of 5 years w.e.f. 22nd May, 2019 by the shareholders in the 34th Annual General Meeting held on 27[th] September, 2019 and their tenure will end on 21st May, 2024. The Board of Directors, taking into consideration the recommendations of Nomination and Remuneration Committee and given their background, experience and contribution made by them during their tenure and after the performance evaluation feels that the continued association of Mr. Deepak & Mr. Sanjay would be beneficial to the interest of Company as Independent Directors.

Therefore, the Board recommends their reappointment for their 2nd term of a further period of 5 consecutive years w.e.f. 22nd May, 2024. The consent of Mr. Deepak & Mr. Sanjay for their reappointment along with declaration that they met the criteria of independence U/s 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) have been received.

Brief resume of Mr. Deepak & Mr Sanjay, nature of their expertise and name of the companies in which they holds Directorship(s) and Membership(s)/Chairmanship(s) of Board/ Committee, shareholding and relationship between Directors inter-se as stipulated under Listing Regulations have been provided in the annexure to this Notice.

Both of them are not disqualified from being reappointed as Director in terms of Section 164 of the Companies Act, 2013 and have given their consent to act as Directors. Save and except the above, none of the other Directors/Key Managerial Personnel of the Company/their relatives are in any way concerned or interested financially or otherwise in the resolution set out at Item No. 1 & 2 of the Notice.

The Board recommends the appointment of Mr. Deepak & Mr. Sanjay as an Independent Directors for their second terms of five consecutive years effective from 22nd May. 2024 as special resolution as set out at Item No. 1 & 2 of the Notice for your approval.

BY ORDER OF BOARD OF DIRECTORS

SD/-

SHIVAM AGGARWAL COMPANY SECRETARY & COMPLIANCE OFFICER M. NO.: A55785

DATE: 26[TH ] MARCH, 2024 PLACE: MUMBAI

REGISTERED OFFICE: 8[TH] FLOOR, MANEK PLAZA, KALINA CST ROAD, KALINA, SANTACRUZ (EAST), MUMBAI 400 098

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Additional Information on directors recommended for appointment/re-appointment as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SS-2 issued by ICSI is given hereunder:

Name of Director	Mr. Deepak Bhan	Mr. SanjayMalhotra
DIN	08458485	08458713
Date of Birth(Age)	01.08.1965	20.07.1968
Nationality	Indian	Indian
Occupation	Service	Service
Date of first appointment	22.05.2019	22.05.2019
Qualification	Air force Wing Commander	B.E in Industrial Engineering
Term & Conditions of appointment & re- appointment, details of remuneration sought to be paid, and the remuneration last drawn by suchperson	As per the Nomination and Remuneration Policy of the Company	As per the Nomination and Remuneration Policy of the Company
Number of Meetings of the Board attended during the year 2022-23	5 out of 5	5 out of 5
Directorships held in other companies (excluding foreign companies and Section 8 Companies)*	Ebix Money Express Private Limited Ebixcash World Money Limited Ebixcash Global Services Private Limited Ebix Vayam Technologies Private Limited	Ebix Payment Services Private Limited Ebixcash Global Services Private Limited Ebix Money Express Private Limited Ebix Vayam Technologies Private Limited
Memberships/ Chairmanships of Committees of other public companies**	Membership: 03 Chairmanship:00	Membership: 01 Chairmanship:03
Number of Shares held in the Company	Nil	Nil
Relationship with other directors, manager and other Key Managerial Personnel of the Company	None	None

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