eClerx Services Limited

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eClerx/SECD/SE/2021/052

August 17, 2021

BSE Limited National Stock Exchange of India Limited Corporate Relationship Department, Exchange Plaza, Plot No. C/1, Phiroze Jeejeebhoy Towers, Block G, Bandra - Kurla Complex 25[th] Floor, Dalal Street, Bandra (East), Fort, Mumbai - 400 001 Mumbai – 400 051

Dear Sir/Madam,

Sub: Compliance under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Reg.: Notice of Postal Ballot under Section 110 of the Companies Act, 2013

Scrip Code: BSE - 532927 NSE- ECLERX

With reference to our letter number eClerx/SECD/SE/2021/044 dated August 13, 2021 informing you that the Company is in the process of seeking approval of its Members by way of Postal Ballot for BuyBack of Equity Shares of the Company, the Postal Ballot Notice being circulated to the Members is attached for your information and records.

Kindly take a note of the same.

Thanking you,

Yours truly,

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For eClerx Services Limited

Digitally signed by pratik.bha [email protected] nushali@e DN: cn=pratik.bhanushali@e clerx.com clerx.com Date: 2021.08.17 19:35:58 +05'30' Pratik Bhanushali

Company Secretary & Compliance Officer F8538

Encl: As above

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CIN: L72200MH2000PLC125319

Regd. Office: Sonawala Building, 1[st] Floor, 29 Bank Street, Fort, Mumbai - 400 023, India Phone No.: +91 (22) 6614 8301, Fax No.: +91 (22) 6614 8655, Email Id: [email protected], Website: www.eclerx.com

POSTAL BALLOT NOTICE

(Pursuant to Section 110 and Section 108 of the Companies Act, 2013 and applicable rules made thereunder)

Dear Member(s),

Notice is hereby given pursuant to Section 110, 108 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act” ) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the “Rules” ), read with the General Circular No: 14/2020 dated April 8, 2020, the General Circular No: 17/2020, dated April 13, 2020, the General Circular No: 22/2020 dated June 15, 2020, the General Circular No: 33/2020 dated September 28, 2020, the General Circular No: 39/2020 dated December 31, 2020 and General Circular No: 10/2021 dated June 23, 2021 issued by the Ministry of Corporate Affairs ( “MCA Circulars” ) (including any statutory modification or re-enactment thereof for the time being in force, as amended from time to time) and pursuant to other applicable laws and regulations, the resolutions appended seeking approval of the Members of eClerx Services Limited (the “Company” ) is proposed to be passed as a Special Resolution through postal ballot process by electronic voting ( “E-voting” ).

Pursuant to Sections 102 and 110 of the Act, the Explanatory Statement pertaining to the resolution setting out the material facts and the reasons thereof is annexed to this Postal Ballot Notice, for your consideration.

The Board of Directors in its meeting held on August 13, 2021 has appointed Ms. Savita Jyoti of M/s. Savita Jyoti Associates, Company Secretaries as the Scrutinizer (the “Scrutinizer” ) for conducting the Postal Ballot and E-voting process in a fair and transparent manner.

In accordance with the provisions of the MCA Circulars, shareholders can vote only through the E-voting process. Accordingly, the Company is pleased to offer a remote E-voting facility to all its shareholders to cast their votes electronically. Shareholders are requested to read the instructions in the Notes under the section “General information and instructions relating to E-voting” in this postal ballot notice ( “Postal Ballot Notice” ) to cast their vote electronically. Shareholders are requested to cast their vote through the E-voting process not later than 17:00 hours IST on September 16, 2021 to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the shareholder.

In accordance with the provisions of the MCA Circulars, the Company has made arrangements for the shareholders to register th eir e-mail addresses. Therefore, those shareholders, who have not yet registered their e-mail addresses are requested to register the same by following the procedure set out in the notes to this Postal Ballot Notice.

E-voting, and the result of the voting by Postal Ballot will be announced by the Chairman or any person authorized by him, on or before September 17, 2021.

The results along with the report of the Scrutinizer shall be displayed on the Company’s website www.eclerx.com and shall also be communicated to BSE Limited and the National Stock Exchange of India Limited, where the equity shares of the Company are listed.

SPECIAL BUSINESS:

ITEM NO. 1: Approval for Buy Back of Equity Shares through tender offer route.

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to Article 61 of the Articles of Association of the Company and in accordance with the provisions of Sections 68, 69, 70, 110 and all other applicable provisions, if any, of the Companies Act, 2013, as amended ( “Act” ) read with the Companies (Share Capital and Debentures) Rules, 2014, the Companies (Management and Administration) Rules, 2014 and other relevant Rules made thereunder, each as amended from time to time and the provisions of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended ( “SEBI Buy Back Regulations” ), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, ( “SEBI Listing Regulations” ) and subject to such other approvals, permissions, consents, sanctions and exemptions of Securities and Exchange Board of India ( “SEBI” ), the stock exchanges on which the Equity Shares of the Company are listed ( “Stock Exchanges” ), Reserve Bank of India ( “RBI” ) and/or other authorities, institutions or bodies (together with SEBI and RBI, the “Appropriate Authorities” ), as may be necessary, and subject to such conditions, alterations, amendments and modifications as may be prescribed or imposed by them while gra nting such approvals, permissions, consents, sanctions and exemptions which may be agreed by the Board of Directors of the Company ( “Board” , which term shall be deemed to include any committee of the Board and/or officials, which the Board may constitute/a uthorise to exercise its powers, including the powers conferred by this resolution (the “Buy Back Committee” ), the consent of shareholders be and is hereby accorded for the buy back by the Company of its fully paid-up equity shares having a face value of ₹ 10/- (Rupees Ten only) each ( “Equity Shares” ), for an amount not exceeding ₹ 3,030 Millions (Rupees Three Thousand and Thirty Millions only), excluding any expenses incurred or to be incurred for the Buy Back viz. brokerage costs, fees, turnover charges, taxes such as securities transaction tax and

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goods and services tax (if any), tax on distributed income on Buy Back, stamp duty, advisors fees, filing fees, public announcement expenses, printing and dispatch expenses, if any, and other incidental and related expenses and charges etc. ( “Transaction Costs” ) (such amount hereinafter referred to as the “Maximum Buy Back Size” ), being 24.98% and 20.59% of the aggregate of the total paidup Equity Share capital and free reserves of the Company based on the latest standalone and consolidated audited financial statements of the Company respectively as at March 31, 2021, at a buy back price not exceeding ₹ 3,200/- (Rupees Three Thousand and Two Hundred only) per Equity Share ( “Maximum Buy Back Price” ), payable in cash, from the shareholders/beneficial owners of the Equity Shares of the Company as on a record date to be subsequently decided by the Board/Buy Back Committee ( “Record Date” ), through the “Tender Offer” route, on a proportionate basis as prescribed under the SEBI Buy Back Regulations (hereinafter referred to as the “Buy Back” );

RESOLVED FURTHER THAT at the Maximum Buy Back Price i.e. ₹ 3,200/- (Rupees Three Thousand and Two Hundred only) per Equity Share and for Maximum Buy Back Size i.e. ₹ 3,030 Millions (Rupees Three Thousand and Thirty Millions only), indicative maximum number of Equity Shares proposed to bought back would be 9,46,875 (Nine Lakhs Forty Six Thousand Eight Hundred and Seventy Five) Equity Shares ( “Indicative Maximum Buy Back Shares” ). However, the actual bought back Equity Shares may exceed the Indicative Maximum Buy Back Shares, if the Buy Back price fixed by the Board/Buy Back Committee is less than the Maximum Buy Back Price, subject to not exceeding 25% of the total number of Equity shares in the paid-up Equity Share capital of the Company and the amount utilized shall not exceed Maximum Buy Back Size;

RESOLVED FURTHER THAT in terms of Regulation 6 of the SEBI Buy Back Regulations, the Company may Buy Back Equity Shares from the existing shareholders/beneficial owners of equity shares of the Company as on Record Date ( “Eligible Shareholders” ), on a proportionate basis, provided that 15% (Fifteen Percent) of the number of Equity Shares which the Company proposes to Buy Back or number of Equity Shares entitled as per the shareholding of small shareholders as defined in the SEBI Buy Back Regulations ( “Small Shareholders” ) as on the Record Date, whichever is higher, shall be reserved for the Small Shareholders as defined in the SEBI Buy Back Regulations;

RESOLVED FURTHER THAT in terms of Regulation 4 of the SEBI Buy Back Regulations, the Buy Back of Equity Shares from the existing shareholders as on the Record Date shall be in a manner the Board may consider appropriate, from out of its free reserves and/or securities premium account and/or such other sources or by such mechanisms as may be permitted by applicable laws, and on such terms and conditions as the Board may decide from time to time, and in the absolute discretion of the Board, as it may deem fit;

RESOLVED FURTHER THAT the Company has earmarked adequate resources of funds for the purpose of Buy Back and the payment of the Buy Back shall be made out of the Company’s current surplus and/or cash balances and/or current investments and/or cash available from internal resources of the Company (and not from any borrowed funds) and on such terms and conditions as the Board may decide from time to time at its absolute discretion;

RESOLVED FURTHER THAT the Company shall implement the Buy Back using the “ Mechanism for acquisition of shares through Stock Exchange ” notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with the SEBI's circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, or such other circulars or notifications, as may be applicable and will approach BSE Limited for appointing the stock exchange as designated stock exchange for the Buy Back, for facilitating the Buy Back;

RESOLVED FURTHER THAT the Buy Back from shareholders/beneficial owners who are persons resident outside India, including the foreign portfolio investors, erstwhile overseas corporate bodies and non-resident Indians, etc., shall be subject to such approvals if, and to the extent necessary or required from the concerned authorities including approvals from the RBI under the Foreign Exchange Management Act, 1999, as amended and the rules, regulations framed thereunder, if any;

RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the power(s) conferred herein above as it may in its absolute discretion deem fit, to any committee(s)/director(s)/officer(s)/authorized representative(s) of the Company in order to give effect to the aforesaid resolutions, including but not limited to making all necessary applications to the Appropriate Authorities for their approvals including but not limited to approvals as may be required from the Securities and Exchange Bo ard of India; preparing, signing and filing of the public announcement, draft letter of offer/letter of offer with the Securities and Exchange Board of India, the Stock Exchanges and other Appropriate Authorities; obtaining all necessary certificates and report from the statutory auditors and other third parties as required under applicable laws entering into escrow a rrangements as required in terms of the SEBI Buy Back Regulations; opening, operating and closing of all necessary accounts including escrow account, special payment account, demat account as required in terms of the SEBI Buy Back Regulations; extinguishing dematerialized Equity Shares and physical destruction of share certificates in respect of the Equity Shares bought back by the Company; and filing such other undertaki ngs, agreements, papers, documents and correspondence, as may be required in connection with the Buy Back with SEBI, the Stock Exchanges, Registrar of Companies, Mumbai, depositories and/or other Appropriate Authorities as may be required from time to time;

RESOLVED FURTHER THAT nothing contained herein shall confer any right on the part of any Member to offer and/or any obligation on the part of Company or the Board or the Buy Back Committee to buy back any shares, and/or impair any power of the Company or the Board or the Buy Back Committee to terminate any process in relation to such Buy Back, if so permissible by law;

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to accept and make any alteration(s), modification(s) to the terms and conditions as it may deem necessary, concerning any aspect of the Buy Back, in accordance with the statutory requirements as well as to give such directions as may be necessary or desirable, to settle any questions, difficulties or doubts that may arise and generally, to do all, acts, deeds, matters and things as it may, in absolute discretion deem necessary, expedient, usual or proper in relation to or in connection with or for matters consequential to the Buy Back without seeking any further consent or approval of the members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of the resolution.”

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By order of the Board of Directors

For eClerx Services Limited

Sd/-

Pratik Bhanushali Company Secretary F8538 Mumbai, August 13, 2021 Registered Office: Sonawala Building, 1[st] Floor, 29 Bank Street, Fort, Mumbai -400 023 CIN: L72200MH2000PLC125319, Website: www.eClerx.com , E-mail: [email protected] Tel: +91 (22) 6614 8301, Fax: +91 (22) 6614 8655

NOTES:

Explanatory Statement pursuant to Section 102 read with Section 110 of the Act for the above items of business is annexed to this Notice.
In compliance with the provisions of Section 110 of the Act read with the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing facility to the shareholders to exercise votes through electronic voting system ( “Remote E-voting” E-voting platform provided by KFin Technologies Private Limited ( “KFin Technologies” ).
The voting rights of the shareholders shall be reckoned on the equity shares held by them as on August 13, 2021, being the “ cut-off date” fixed for this purpose. The Postal Ballot Notice is being sent only electronically to all the shareholders, whose names appear in 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 the close of working hours on the cut-off date, and any person who is not a shareholder of the Company as on date specified above shall treat the Notice for information purposes only.
The Board of Directors in its meeting held on August 13, 2021 has appointed Ms. Savita Jyoti of M/s. Savita Jyoti Associates, Company Secretaries bearing FCS 3738 as the scrutinizer ( “Scrutinizer” ) for conducting the Postal Ballot only through E-voting process in a fair and transparent manner.
The postal ballot notice is also being uploaded on the Company’s website viz., www.eclerx.com and on the website of KFintech viz., https://evoting.kfintech.com/
Shareholders who have not registered their e-mail address are requested to register the same in respect of equity shares held in electronic form with the Depository through their Depository Participant(s) and in respect of equity shares held in physical form by writing to the Company’s Registrar and Share Transfer Agent, KFin Technologies Private Limited, Selenium Tower B, Plot 3132, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032, Telangana or at [email protected].
Shareholders may note that pursuant to the MCA Circulars, the Company has additionally enabled a process for the limited purpose of receiving shareholder communications through email during the financial year 2021-22 and the shareholders may update their email address by accessing the link https://ris.kfintech.com/clientservices/postalballot/registration.aspx
In accordance with the provisions of the MCA Circulars, shareholders can vote only through the Remote E-voting process. Physical copies of the Postal Ballot Notice and pre-paid business reply envelopes are not being sent to shareholders for this Postal Ballot. Shareholders whose names appear on the Register of Members/List of Beneficial Owners as on August 13, 2021 will be considered for the purpose of E-voting.
Resolutions passed by the shareholders through postal ballot are deemed to have been passed as if they have been passed at a General Meeting of the shareholders.
In compliance with Sections 108 and 110 of the Act and the rules made there under, the MCA Circulars and Regulation 44 of the SEBI Listing Obligations, the Company has provided the facility to the shareholders to exercise their votes electronically and vote on the resolutions through the E-voting service facility arranged by KFin Technologies Private Limited. The instructions for E-voting are provided as part of this Postal Ballot Notice.
Shareholders desiring to exercise their vote through the E-voting process are requested to read the instructions in the Notes under the section “General information and instructions relating to E-voting” in this Postal Ballot Notice. Shareholders are requested to cast their vote through the E-voting process not later than 17:00 Hours IST on September 16, 2021 to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the shareholder.
The Scrutinizer will submit her report to the Chairman after the completion of scrutiny, and the result of the voting by postal ballot through the E-voting process will be announced by the Chairman or any person authorized by him, on or before September 17, 2021 and will also be displayed on the website of the Company (www.eclerx.com), besides being communicated to the Stock Exchanges, Depositories and Registrar and Share Transfer Agent.
Shareholders can cast their vote online from August 18, 2021 from 09:00 hours IST till September 16, 2021 17:00 hours IST. Voting beyond the said date shall not be allowed and the E-voting facility shall be blocked.
The resolutions, if passed by the requisite majority, shall be deemed to have been passed on September 16, 2021 i.e., the last date specified for receipt of votes through the E-voting process.

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All the material documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the E-voting process. Shreholders seeking to inspect such documents can send an email to [email protected].

General information and instructions relating to E-voting:

As per the 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.

I. Individual Shareholders holding securities in Demat Form:

Login through Depositories

As per the 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 DPs. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access E-voting facility.

NSDL	CDSL
1. User already registered for IDeAS (Internet-based Demat Account Statement) facility: I. URL:https://eservices.nsdl.com II. Clickon the “Beneficial Owner” icon under ‘IDeAS’ section. III. On the new page, enter User ID and Password. Post successful authentication, click on “Access to E-voting” IV. Click on company name or E-voting service provider and you will be re-directed to E-voting service provider website for casting the vote during the E-voting period.	1. Existing user who have opted for Easi/Easiest: I. URL: https://web.cdslindia.com/myeasi/home/login or URL:www.cdslindia.com II. Clickon New System Myeasi III. Login with User ID and Password. IV. Option will be made available to reach E-voting page without any further authentication. V. Click on E-voting service provider name to cast your vote.
2. User not registered for IDeAS e-Services: I. To register click on link :https://eservices.nsdl.com Select “Register Online for IDeAS” or https://eservices.nsdl.com/SecureWeb/IdeasDirectReg. jsp II. Proceed with completing the required fields. Post registration is completed, follow the process as stated in point no. 1 above.	2. User not registered for Easi/Easiest: I. Option to register is available at https://web.cdslindia.com/myeasi/Registration/Eas iRegistration II. Proceed with completing the required fields. Post registration is completed, follow the process as stated inpoint no. 1 above.
3. By visiting the E-voting website of NSDL: I. URL:https://www.evoting.nsdl.com/ II. Click on the icon “Login” which is available under ‘Shareholder/Member’ section. III. Enter User ID (i.e. 16-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. IV. Post successful authentication, you will be redirected to NSDL Depository site wherein you can see E-voting page. V. 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 duringthe E-voting period.	3. By visiting the E-voting website of CDSL: I. URL:www.cdslindia.com II. Provide demat Account Number and PAN No. III. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account. IV. After successful authentication, user will be provided links for the respective ESP (E-voting Service Provider) where the E-voting is in progress. V. Click on company name and you will be redirected to E-voting service provider website for casting your vote duringthe E-voting period.

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 you login, you will be able to see E-voting option. Click on E-voting option and you will be redirected to NSDL/CDSL Depository site after successful authentication. 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 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 above mentioned websites.

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Members facing any technical issue - NSDL Members facing any technical issue - CDSL Members facing any technical issue in login can contact NSDL Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or call at helpdesk by sending a request at toll free no.: 1800 1020 990 and 1800 22 44 30 [email protected] or contact at 022- 23058738 or 022-23058542-43.

II. Non-Individual shareholders and shareholders holding securities in Physical Form:

a. Initial Password is provided in the body of the email.
b. Launch internet browser and type the URL: https://evoting.kfintech.com in the address bar.
c. Enter the login credentials i.e. User ID and Password mentioned in your email. Your Folio No./DP ID Client ID will be your User ID. However, if you are already registered with KFintech for E-voting, you can use your existing User ID and Password for casting your vote.
d. After entering the details appropriately, click on LOGIN.
e. You will reach the password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$,etc.). It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
f. You need to login again with the new credentials.
g. On successful login, the system will prompt you to select the EVENT i.e. eClerx Services Limited. h. On the voting page, the number of shares (which represents the number of votes) held by you as on the cut-off date will appear. If you desire to cast all the votes assenting/dissenting to the resolution, enter all shares and click ‘FOR’/‘AGAINST’ as the case may be or partially in ‘FOR’ and partially in ‘AGAINST’, but the total number in ‘FOR’ and/or ‘AGAINST’ taken together should not exceed your total shareholding as on the cut-off date. You may also choose the option ‘ABSTAIN’ and the shares held will not be counted under either head.
i. Click on ‘SUBMIT’. 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 subsequently. During the voting period, you can login multiple times till you have confirmed that you have voted on the resolution.
j. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat account. k. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email [email protected] with a copy marked to [email protected] and [email protected]. The scanned image of the above mentioned documents should be in the
naming format “Corporate Name_Event No.”
l. In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting.kfintech.com/ (KFintech website) or contact Mr. S.V.Raju, Deputy General Manager (Unit: eClerx Services Limited) of KFin Technologies Private Limited, Selenium Tower B, Plot 31-32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032, Telangana or at [email protected] or call KFintech’s toll free No. 1800 309 4001 for any further clarifications.

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

Item No. 1:

Approval for Buy Back of Equity Shares through tender offer route:

With an objective of improving return on equity through distribution of surplus funds which are over and above the Company’s capital requirements and current investment plans, the Board at its meeting held on August 13, 2021 has approved the proposal of recommending Buy Back of Equity Shares of the Company as contained in the Resolution in the Notice. As per the relevant provisions of the Act and other applicable provisions of the Act and SEBI Buy Back Regulations, the Explanatory Statement contains relevant and material information to enable the shareholders holding Equity Shares of the Company to consider and approve the Special Resolution on the Buy Back of the Company's Equity Shares.

Requisite details relating to the Buy Back are given below:

1. Details of the Buy Back

The Board at its meeting held on August 13, 2021 has ( “Board Meeting” ), subject to the approval of the shareholders of the Company by way of Special Resolution through postal ballot and subject to approvals of statutory, regulatory or governmental authorities as may be required under applicable laws, approved buy back by the Company of its fully paid-up equity shares having a face value of ₹ 10/- (Rupees Ten only) each ( “Equity Shares” ), for an amount not exceeding ₹ 3,030 Millions (Rupees Three Thousand and Thirty Millions only), excluding any expenses incurred or to be incurred for the Buy Back viz. brokerage costs, fees, turnover charges, taxes such as securities transaction tax and goods and services tax (if any), tax on distributed income on Buy Back, stamp duty, advisors fees, filing fees, public announcement expenses, printing and dispatch expenses, if any, and other incidental and related expenses and charges etc. (“ Transaction Costs ”) (such amount hereinafter referred to as the “Maximum Buy Back Size” ), being 24.98% and 20.59% of the aggregate of the total paid-up Equity Share capital and free reserves of the Company based on the latest standalone and consolidated audited financial statements of the Company respectively as at March 31, 2021, at a buy back price not exceeding ₹ 3,200/- (Rupees Three Thousand and Two Hundred only) per Equity Share ( “Maximum Buy Back Price” ), payable in cash, from the shareholders/beneficial owners of the Equity Shares of the Company as on a record date to be subsequently decided by the Board/Buy Back Committee ( “Record Date” ), through the “Tender Offer”

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route, on a proportionate basis as prescribed under the SEBI Buy Back Regulations ( “Buy Back” ), subject to 15% (Fifteen Percent) of the number of Equity Shares which the Company proposes to Buy Back or number of Equity Shares entitled as per the shareholding of Small Shareholders as on the Record Date, whichever is higher, shall be reserved for the Small Shareholders in accordance with the provisions of the SEBI Buy Back Regulations through the “Tender Offer” route as prescribed under the SEBI Buy Back Regulations and circulars issued thereunder, including the “Mechanism for acquisition of shares through Stock Exchange” notified by SEBI vide circular CIR/CFD/POLICYCELL/1/2015 dated April 13, 2015 read with the circulars issued in relation thereto, including the circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, or such other mechanism as may be applicable to the Buy Back through Tender Offer route and in accordance with the Act, the Companies (Share Capital and Debentures) Rules, 2014, Companies (Management and Administration) Rules, 2014, to the extent applicable, the SEBI Listing Regulations, the SEBI Buy Back Regulations, as amended from time to time.

However, the actual Equity Shares bought back under the Buy Back shall not exceed 25% of the total number of Equity shares in the total paid-up Equity Share capital of the Company and the amount utilized shall not exceed Maximum Buy Back Size.

Since the Buy Back is more than 10% of the total paid-up Equity Share capital and free reserves of the Company, in terms of Section 68(2)(b) of the Act, it is necessary to obtain the consent of the shareholders of the Company, for the Buy Back, by way of a Special Resolution. Accordingly, the Company is seeking your consent for the aforesaid proposal as contained in the Resolution No. 1 provided in this Notice.

2. Necessity for the Buy Back

The Buy Back is being proposed by the Company to return surplus funds to the Members, which are over and above its ordinary capital requirements and in excess of any current investment plans, in an expedient, efficient and cost effective manner. The Buy Back would increase the shareholder’s value and would also help the company in fulfilling the following objectives:

I. The Buy Back will help the Company to return surplus cash to its shareholders holding Equity Shares broadly in proportion to their shareholding, thereby, enhancing the overall return to the shareholders;
II. The Buy Back, which is being implemented through the ‘Tender Offer’ as prescribed under the SEBI Buy Back Regulations, would involve allocation of 15% of the outlay to Small Shareholders. The Company believes that this reservation of 15% for Small Shareholders would benefit a large number of public shareholders, who would get classified as “Small Shareholder”;
III. The Buy Back may help in improving return on equity due to reduction in the equity base, thereby leading to long term increase in shareholder value;
IV. The Buy Back will help in achieving an optimal capital structure.

The Buy Back gives an option to the shareholders holding Equity Shares of the Company, to either (i) choose to participate and get cash in lieu of Equity Shares to be accepted under the Buy Back Offer or (ii) choose to not participate and enjoy a resultant increase in their percentage shareholding, post the Buy Back Offer, without additional investment.

3. Maximum amount required under the Buy Back, its percentage of the total paid-up Equity Share capital and Free Reserves and the sources of funds from which the Buy Back would be financed

The maximum amount required under the Buy Back will be not exceeding ₹ 3,030 Millions (Rupees Three Thousand and Thirty Millions only) excluding transaction costs incurred or to be incurred for the Buy Back, being 24.98% and 20.59% of the aggregate of the total paid-up Equity Share capital and Free Reserves of the Company based on the latest Standalone and Consolidated Audited Financial Statements of the Company respectively as at March 31, 2021 (being the date of the latest available Audited Standalone and Consolidated Financial Statements of the Company), and the same has been confirmed by the statutory auditors of the Company.

The Buy Back would be financed out of Free Reserves of the Company. The Company shall transfer from its Free Reserves or securities premium account and/or such sources as may be permitted by law a sum equal to the nominal value of the Equity Shares bought back through the Buy Back to the Capital Redemption Reserve Account and the details of such transfer shall be disclosed in its subsequent audited balance sheet. The payments shall be made out of the Company’s current surplus and/or cash balances and/or current investments and/or cash available from internal resources of the Company (and not from any borrowed funds) and on such terms and conditions as the Board may decide from time to time at its absolute discretion. The Company confirms that as required under Section 68(2)(d) of the Act, the ratio of the aggregate of secured and unsecured debts owed by the Company shall be not more than twice the paid-up Equity Share capital and Free Reserves after the Buy Back and that it has got sufficient source to pay-off the consideration towards the Buy Back and would not borrow funds for the said purpose.

4. Maximum Buy Back Price and the basis of arriving at the Maximum Buy Back Price

The Equity Shares of the Company are proposed to be bought back at a maximum price of ₹ 3,200/- (Rupees Three Thousand and Two Hundred only) per equity share. The Maximum Buy Back Price has been arrived at after considering various factors including but not limited to the volume weighted average prices of the Equity Shares traded on the BSE Limited ( “BSE” ) and the National Stock Exchange of India Limited ( “NSE” ) where the Equity Shares are listed, the net worth of the Company, price earnings ratio, impact on other financial parameters and the possible impact of Buy Back on the earnings per share. However, the Board is authorized to determine the specific price, the number of equity shares and other related particulars at which the Buy Back will be made at the time of the Public Announcement for Buy Back to the eligible shareholders.

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The Maximum Buy Back Price represents:

i. Premium of 82.27% and 82.70% over the volume weighted average market price of the Equity Shares on BSE and on NSE, respectively, during the three months preceding the date of intimation to the Stock Exchanges for the Board Meeting to consider the proposal of the Buy Back.
ii. Premium of 47.31% and 46.30% over the volume weighted average market price of the Equity Shares on BSE and on NSE, respectively, for two weeks preceding the date of intimation to the Stock Exchanges for the Board Meeting to consider the proposal of the Buy Back.

5. Maximum number of securities that the Company proposes to Buy Back

At Maximum Buy Back Price and Maximum Buy Back Size, the indicative maximum number of Equity Shares that can be bought back would be the Indicative Maximum Buy Back Shares [i.e. 9,46,875 (Nine Lakhs Forty Six Thousand Eight Hundred and Seventy Five) fully paid-up Equity Shares], representing 2.71% of the fully paid-up Equity Shares of the Company. However, the actual bought back Equity Shares may exceed the Indicative Maximum Buy Back Shares, if the Buy Back price fixed by the Board/Buy Back Committee is less than the Maximum Buy Back Price, subject to number of Equity Shares bought back shall not exceed 25% of the total number of Equity shares in the total paid-up Equity Share capital of the Company and the amount utilized shall not exceed Maximum Buy Back Size.

6. Method to be adopted for the Buy Back

The Buy Back shall be on a proportionate basis from all the shareholders holding Equity Shares of the Company through the " Tender Offer " route, as prescribed under the SEBI Buy Back Regulations as per the Mechanism for acquisition of shares through Stock Exchange as prescribed by SEBI from time to time. The Buy Back will be implemented in accordance with the Act and rules thereunder to the extent applicable and on such terms and conditions as may be deemed fit by the Company. As required under the SEBI Buy Back Regulations, the Board/Buy Back Committee will announce the Record Date for determining the Eligible Shareholders. In due course, each Eligible Shareholder as on the Record Date will receive a Letter of Offer along with a Tender/Offer.

Form indicating the entitlement of the shareholder for participating in the Buy Back. The Equity Shares to be bought back as a part of the Buy Back is divided in two categories:

a. Reserved category for Small Shareholders; and
b. General category for all other shareholders

As defined in Regulation 2(i)(n) of the SEBI Buy Back Regulations, a " Small Shareholder " is a shareholder who holds Equity Shares having market value, on the basis of closing price on recognized stock exchange in which highest trading volume in respect of such Equity Shares is recorded, as on Record Date, of not more than ₹ 2,00,000 (Rupees Two Lakhs only).

In accordance with the proviso to Regulation 6 of the SEBI Buy Back Regulations, 15% (Fifteen Percent) of the number of Equity Shares which the Company proposes to Buy Back or number of Equity Shares entitled as per the shareholding of small shareholders as on the Record Date, whichever is higher, shall be reserved for the Small Shareholders as part of this Buy Back. The Company believes that this reservation for Small Shareholders would benefit a large number of public shareholders, who would get classified as " Small Shareholder ".

Based on the shareholding as on the Record Date, the Company will determine the entitlement of each shareholder to tender their Equity Shares in the Buy Back. This entitlement for each shareholder will be calculated based on the number of Equity Shares held by the respective shareholder as on the Record Date and the ratio of Buy Back applicable in the respective category to which such shareholder belongs.

Shareholders’ participation in Buy Back will be voluntary. Shareholders holding Equity Shares of the Company can choose to participate and get cash in lieu of Equity Shares to be accepted under the Buy Back or they may choose not to participate and enjoy a resultant increase in their percentage shareholding, post Buy Back, without additional investment. Shareholders holding Equity Shares of the Company may also accept a part of their entitlement. Shareholders holding Equity Shares of the Company also have the option of tendering additional Equity Shares (over and above their entitlement) and participate in the shortfall created due to non-participation of some other shareholder, if any.

The maximum Equity Shares tendered under the Buy Back by any shareholder cannot exceed the number of Equity Shares held by the shareholder as on the Record Date. The Equity Shares tendered as per the entitlement by shareholders holding Equity Shares of the Company as well as additional Equity Shares tendered, if any, will be accepted as per the procedure laid down in SEBI Buy Back Regulations. The settlement of the Equity Shares tendered under the Buy Back is expected to be done using the "Mechanism for acquisition of shares through Stock Exchange" notified by SEBI vide circular CIR/CFD/POLI CYCELL/1/2015 dated April 13, 2015 read with the SEBI's circular CFD/DCR2/CIR/P/2016/131 dated December 9, 2016, or such other circulars or notifications, as may be applicable. The Company shall Buy Back the Equity Shares tendered in physical form by Eligible Shareholders in terms of SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020.

Detailed instructions for participation in the Buy Back (tender of Equity Shares in the Buy Back) as well as the relevant time table will be included in the Letter of Offer which will be sent in due course to the shareholders holding Equity Shares of the Company as on the Record Date.

The Buy Back from shareholders who are residents outside India, including Foreign Corporate Bodies (including erstwhile Overseas Corporate Bodies) and Foreign Portfolio Investors, shall be subject to such approvals, if any and to the extent requ ired from the concerned authorities including approvals from the Reserve Bank of India under Foreign Exchange Management Act,

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1999 and the rules and regulations framed there under, and such approvals shall be required to be taken by such non -resident Eligible Shareholders.

7. Time limit for completion of the Buy Back

The Buy Back, subject to regulatory consents and approvals, if any, is proposed to be completed within 12 months from the date of Special Resolution approving the Buy Back.

8. Compliance with Section 68(2)(c) of the Act

The aggregate paid-up Equity Share capital and Free Reserves based on Standalone and Consolidated Financial Results as on March 31, 2021 is ₹ 12,129.93 Millions and ₹ 14,716.95 Millions respectively. Under the provisions of the Act, the funds deployed for the Buy Back cannot exceed 25% of the total paid-up Equity Share capital and Free Reserves of the Company based on the latest Standalone and Consolidated Audited Financial Statements of the Company as at March 31, 2021 (being the date of the latest available Audited Standalone and Consolidated Financial Statements of the Company).

The maximum amount proposed to be utilized for the Buy Back, is not exceeding ₹ 3,030 Millions (Rupees Three Thousand and Thirty Millions only) and is therefore within the above-mentioned limit.

Further, in terms of the Act and the SEBI Buy Back Regulations, the number of Equity Shares that can be bought back in any financial year shall not exceed 25% of the total number of Equity shares in the total paid-up Equity Share capital of the Company in that financial year.

9. The aggregate shareholding of the Promoters and members of the Promoter Group, Director, Key Managerial Personnel and of persons who are in control of the Company as on the date of this Notice

Shareholding of Promoter and members of the Promoter Group and Person in Control of the Company :

Sr. No.	Name	Category	No. of Equity Shares held	% Holding
1.	Priyadarshan Mundhra	Promoter	9,369,043	26.85
2.	Anjan Malik	Promoter	9,365,204	26.84
3.	VijayKumar Mundhra	Promoter Group	20,779	0.06
4.	Shweta Mundhra	Promoter Group	292	0.00
5.	Supriya Modi	Promoter Group	17,038	0.05
6.	Pawan Malik	Promoter Group	Nil	Nil
	Total		1,87,72,356	53.81

Shareholding of Directors and Key Managerial Personnel:

			No. of Equity
Sr. No	Name	Category		% Holding
			Shares held

1.	Alok Goyal	Non-Executive Independent Director	283	0.00
2.	Anish Ghoshal	Non-Executive Independent Director	2	0.00
3.	Biren Gabhawala	Non-Executive Independent Director	5,980	0.02
4.	PradeepKapoor	Non-Executive Independent Director	7,008	0.02
5.	Pratik Bhanushali	CompanySecretary	173	0.00
6.	Rohitash Gupta	Chief Financial Officer	32,212	0.09

Except as stated above, none of the Directors or Key Managerial Personnel of the Company holds any Equity Shares in the Company.

10. Aggregate number of Equity Shares purchased or sold as well as minimum and maximum price at which such purchases and sales were made along with relevant dates by Promoters and members of Promoters Group, Director, Key Managerial Personnel and of persons who are in control of the Company for a period of six months preceding the date of the Board Meeting at which the Buy Back was approved i.e. August 13, 2021 (date of this notice)

Except as provided below, no Equity Shares of the Company have been purchase/sold by Promoters/any members of the Promoters Group, Director, Key Managerial Personnel and of persons who are in control of the Company during the period from six months preceding the date of the Board Meeting at which the Buy Back was approved:

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		Aggregate number			Date of		Date of
Sr.				Minimum Price		Maximum Price
	Name	of Equity Shares	Nature of transaction		Minimum		Maximum
No.		purchased/ sold		(₹)	Price	(₹)	Price(₹)

1.	Alok Goyal, Non- Executive Independent Director	283	Market Purchase	1,795.00	June 29, 2021	1,795.00	June 29, 2021
2.	Rohitash Gupta, Chief Financial Officer	9,230*	Cashless Exercise of ESOPs	1,294.00 (Exercise Price)	June 11, 2021	1,379.15 (Exercise Price)	June 11, 2021
		7,018	Sale of Equity Shares (exercised under ESOPs) by ESOPs Trust	1,750.00	June 14, 2021	1,831.65	June 14, 2021
3.	Pratik Bhanushali, Company Secretary	123	Market Purchase	971.00	March 10, 2021	1,830.00	June 25, 2021

Exercised under cashless exercise of Employee Stock Options (ESOPs), where out of total 9,230 stock options exercised on June 11, 2021, 7,018 Equity Shares were sold by ESOPs Trust in open market and balance 2,212 Equity Shares were transferred to his demat account on June 18, 2021.

11. Intention of the Promoters and Members of Promoters Group of the Company to tender Equity Shares for Buy Back indicating the number of Equity Shares, details of build-up with dates and price

Except Mr. Pawan Malik, all Promoters and members of Promoters Group of the Company vide their letters dated August 9, 2021 and August 13, 2021 as applicable, have expressed their intention to tender their Equity Shares in the Buy Back and intend to offer maximum upto such number of shares which is equal to their respective entitlement under the Buy Back.

Details of build-up of the Equity Shares that the Promoters and members of Promoter Group intend to tender under Buy Back are set-out below:

A. Priyadarshan Mundhra

Date of Acquisition/Disposal	No. of Equity Shares	Nature of Transaction	Nature of Consideration	Consideration (in ₹)
March 24,2000	10	Subscription to Memorandum	Cash	100.00
May30,2000	4,980	Further Allotment	Cash	49,800.00
July29,2005	154,690	Bonus Issue	Nil	Nil
September 16,2005	244,510	Bonus Issue	Nil	Nil
June 20,2007	(625)	Gift	Nil	Nil
June 20,2007	(625)	Gift	Nil	Nil
June 20,2007	(625)	Gift	Nil	Nil
June 20,2007	(10)	Gift	Nil	Nil
August 31,2007	5,632,270	Bonus Issue	Nil	Nil
December 20, 2007	(356,000)	Offer for sale at Initial Public Offer(‘IPO’)	Cash	112,140,000.00
July28,2010	2,839,287	Bonus Issue	Nil	Nil
June 3,2011	(600,000)	Sale	Cash	462,294,165.57
November 5,2015	(250,000)	Sale	Cash	435,832,589.98
December 21,2015	2,555,954	Bonus Issue	Nil	Nil
December 19,2016	(254,819)	BuyBack	Cash	509,638,000.00
March 13,2018	(284,618)	BuyBack	Cash	569,236,000.00
May28,2018	(22,949)	Open Market Sale	Cash	29,374,720.00
June 5, 2018	20,000	Gift of equity shares from VijayKumar Mundhra	Nil	Nil
June 6, 2018	(8,000)	Inter-se transfer of equity shares to Anjan Malik	Cash	10,246,400.00
June 11,2018	90,000	Open Market Purchase	Cash	117,965,700.00
June 24,2019	(3,94,387)	BuyBack	Cash	591,580,500.00
Total Shareholding	9,369,043

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B. Anjan Malik

Date of Acquisition/Disposal	No. of Equity Shares	Nature of Transaction	Nature of Consideration	Consideration (in ₹)
May30,2000	5,000	Allotment	Cash	50,000.00
July29,2005	155,000	Bonus Issue	Nil	Nil
September 16,2005	245,000	Bonus Issue	Nil	Nil
August 11,2007	(1,250)	Gift	Nil	Nil
August 11,2007	(625)	Gift	Nil	Nil
August 11,2007	(625)	Gift	Nil	Nil
August 31,2007	5,635,000	Bonus Issue	Nil	Nil
December 20,2007	(356,000)	Offer for sale at IPO	Cash	112,140,000.00
July28,2010	2,840,750	Bonus Issue	Nil	Nil
June 3,2011	(600,000)	Sale	Cash	462,242,653.10
November 5,2015	(250,000)	Sale	Cash	435,912,128.22
December 21,2015	2,557,416	Bonus Issue	Nil	Nil
December 19,2016	(254,965)	BuyBack	Cash	509,930,000.00
March 13,2018	(284,781)	BuyBack	Cash	569,562,000.00
May28,2018	(28,490)	Open Market sale	Cash	36,467,200.00
June 6, 2018	8,000	Inter-se transfer of equity shares from Priyadarshan Mundhra(Promoter)	Cash	10,246,400.00
June 11,2018	90,000	Open Market Purchase	Cash	117,990,000.00
June 24,2019	(394,226)	BuyBack	Cash	591,339,000.00
Total Shareholding	9,365,204

C. Supriya Modi

Date of Acquisition/Disposal	No. of Equity Shares	Nature of Transaction	Nature of Consideration	Consideration (in ₹)
June 20,2007	625	Gift	Nil	Nil
August 31, 2007	8,750	Bonus Issue	Nil	Nil
July28, 2010	4,687	Bonus Issue	Nil	Nil
December 21,2015	4,687	Bonus Issue	Nil	Nil
December 19, 2016	(467)	BuyBack	Cash	934,000.00
March 13,2018	(521)	BuyBack	Cash	1,042,000.00
June 24, 2019	(717)	BuyBack	Cash	10,75,500
July11,2019	(6)	Sale	Cash	4,053.30
Total Shareholding	17,038

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D. Vijay Kumar Mundhra

Date of Acquisition/Disposal	No. of Equity Shares	Nature of Transaction	Nature of Consideration	Consideration (in ₹)
March 24, 2000	10	Subscription to Memorandum	Cash	100.00
July29,2005	310	Bonus Issue	Nil	Nil
September 16, 2005	490	Bonus Issue	Nil	Nil
June 20,2007	625	Gift	Nil	Nil
August 31, 2007	20,090	Bonus Issue	Nil	Nil
July28,2010	10,762	Bonus Issue	Nil	Nil
December 21, 2015	10,762	Bonus Issue	Nil	Nil
December 19,2016	(1,072)	BuyBack	Cash	21,44,000.00
March 13, 2018	(1,198)	BuyBack	Cash	23,96,000.00
June 5 ,2018	(20,000)	Gift	Nil	Nil
Total Shareholding	20,779

E. Shweta Mundhra

Date of Acquisition/Disposal	No. of Equity Shares	Nature of Transaction	Nature of Consideration	Consideration (in ₹)
June 20, 2007	10	Gift	Nil	Nil
August 31, 2007	140	Bonus	Nil	Nil
July28,2010	75	Bonus	Nil	Nil
December 21, 2015	75	Bonus	Nil	Nil
March 13,2018	(8)	BuyBack	Cash	16,000
Total Shareholding	292

12. The Company hereby confirms that there are no defaults (either in the past or subsisting) subsisting in the repayment of deposits, interest payment thereon, redemption of debentures or payment of interest thereon or redemption of preference shares or payment of dividend due to any shareholder, or repayment of any term loans or interest payable thereon to any financial institution or banking Company.

13. Confirmation from the Board

The Board confirms that it has made a full enquiry into the affairs and prospects of the Company and after taking into account the financial position of the Company and also considering all contingent liabilities, the Board has formed the opinion: i. That immediately following the date of the Board Meeting held on August 13, 2021 approving the Buy Back and the date on which the results of the Shareholders’ resolution by way of postal ballot with regard to the Buy Back are declared, there will be no grounds on which the Company can be found unable to pay its debts;
ii. That as regards the Company's prospects for the year immediately following the date of the Board Meeting held on August 13, 2021 approving the Buy Back and the date on which the results of the Shareholders’ resolution by way of postal ballot with regard to the Buy Back are declared, and having regard to Board's intentions with respect to the management of the Company's business during that year and to the amount and character of the financial resources which will, in the Board's view, be available to the Company that year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from date of the Board Meeting approving the Buy Back and the date on which the results of the Shareholders’ resolution by way of postal ballot with regard to the Buy Back are declared;
iii. In forming the opinion aforesaid, the Board has taken into account the liabilities as if the Company is being wound up under the provisions of the Companies Act, 2013 and the Insolvency and Bankruptcy Code, 2016 (including prospective and contingent liabilities).

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14. Confirmation from the Company as per the provisions of the SEBI Buy Back Regulations and the Act:

The Board confirms that:

i. All Equity Shares of the Company are fully paid-up;
ii. The Company shall not issue any Equity Shares or other securities from the date of this Resolution including by way of bonus issue till the expiry of the Buy Back period i.e. date on which the payment of consideration to shareholders who have accepted the Buy Back is made in accordance with the Act and the SEBI Buy Back Regulations;
iii. The Company shall not raise further capital for a period of one year from the expiry of the Buy Back period i.e. the date on which the payment of consideration to shareholders who have accepted the Buy Back offer is made except in discharge of subsisting obligations;
iv. The Company shall not Buy Back its Equity Shares or other specified securities from any person through negotiated deal whether on or off the Stock Exchanges or through spot transactions or through any private arrangement in the implementation of the Buy Back;
v. The Maximum Buy Back Size i.e. ₹ 3,030 Millions (Rupees Three Thousand and Thirty Millions only) does not exceed 25% of the total paid-up Equity Share capital and Free Reserves as per the latest available Standalone and Consolidated Audited Financial Statements of the Company as on March 31, 2021;
vi. The maximum number of Equity Shares proposed to be bought back under the Buy Back will not exceed 25% of the total number of Equity shares in the paid-up Equity Share capital of the Company;
vii. There are no pending schemes of amalgamation or compromise or arrangement pursuant to the Act ( “Scheme” ) involving the Company, and no public announcement of the Buy Back shall be made during pendency of any such Scheme;
viii. The Company shall not make any further offer of Buy Back within a period of one year reckoned from the expiry of the Buy Back period i.e. date on which the payment of consideration to shareholders who have accepted the Buy Back offer is made;
ix. The Company shall not withdraw the Buy Back offer after the draft letter of offer is filed with the SEBI or the public announcement of the offer of the Buy Back is made;
x. The Company shall comply with the statutory and regulatory timelines in respect of the Buy Back in such manner as prescribed under the Act and/or the SEBI Buy Back Regulations and any other applicable laws;
xi. The Company shall not utilize any money borrowed from banks or financial institutions for the purpose of Buy Back of its Equity Shares;
xii. The Company is in compliance with the provisions of Sections 92, 123, 127 and 129 of the Act;
xiii. The Company will not Buy Back Equity Shares which are locked-in or non-transferable, until the pendency of such lock-in, or until the time the Equity Shares become transferable, as applicable, during the period between the date of opening and closing of the Buy Back offer;
xiv. The ratio of the aggregate of secured and unsecured debts owed by the Company after the Buy Back shall not be more than twice its paid-up Equity Share capital and free reserves, based on the latest available, Audited Standalone and Consolidated Financials of the Company as on March 31, 2021;
xv. The Company shall transfer from its free reserves or securities premium account and/or such sources as may be permitted by law, a sum equal to the nominal value of the Equity Shares purchased through the Buy Back to the capital redemption reserve account and the details of such transfer shall be disclosed in its subsequent audited financial statements;
xvi. The shareholders resolution approving the Buy Back will be valid for a maximum period of one year from the date of passing the shareholders resolution (or such extended period as may be permitted under the Act or the SEBI Buy Back Regulations or by the Appropriate Authorities). The exact time table for the Buy Back shall be decided by the Buy Back Committee within the above time limits;
xvii. The Equity Shares bought back by the Company will be compulsorily extinguished and wil l not be held for reissuance;
xviii. The Company shall not directly or indirectly purchase its own shares or other specified securities: a) through any subsidiary Company including its own subsidiary companies; and b) through any investment Company or group of investment companies;
xix. The Equity Shares bought back by the Company will be extinguished and physically destroyed in the manner prescribed under the SEBI Buy Back Regulations and the Act within 7 (Seven) days of the date of payment of consideration to Eligible Shareholders who have tendered the Equity Shares under the Buy Back offer;
xx. As per Regulation 24(i)(e) of the SEBI Buy Back Regulations, the Promoter and members of Promoter Group, and/or their associates, shall not deal in the Equity Shares or other specified securities of the Company either through the Stock Exchanges or off-market transactions (including inter-se transfer of Equity Shares among the Promoter and members of Promoter group) from the date of the shareholders resolution till the date of closing of the Buy Back offer, other than participation in the Buy Back;
xxi. The statements contained in all the relevant documents in relation to the Buy Back shall be true, material and factual and shall not contain any misstatements or misleading information;
xxii. The Company shall Buy Back the Equity Shares held in physical form from Eligible Shareholders in terms of SEBI circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/144 dated July 31, 2020;
xxiii. The Buy Back shall not result in delisting of the Equity Shares from the Stock Exchanges; xxiv. The Buy Back would be subject to the condition of maintaining minimum public shareholding requirements as specified in Regulation 38 of the SEBI Listing Regulations.

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15. Report addressed to the Board by the Statutory Auditors of the Company on permissible capital payment and opinion formed by Directors regarding insolvency

The text of the Report dated August 13, 2021 received from S.R. Batliboi & Associates LLP, Chartered Accountants, Statutory Auditors of the Company, addressed to the Board is reproduced below:

Quote

Independent Auditor’s Report on buy back of shares pursuant to the requirement of clause (xi) of Schedule I under Regulation 5(iv)(b) of Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, as amended

The Board of Directors eClerx Services Limited Unit No. 401, 501 4[th] , 5[th] Floor, Building No. 14, Mindspace Business Park, Thane Belapur Road, Airoli, Thane, Maharashtra, 400708

This Report is issued in accordance with the terms of our service scope letter dated August 13, 2021 and master engagement agreement dated September 9, 2019 as amended by letter dated November 25, 2019, letter dated September 22, 2020 and amended general terms and conditions (“GTC”) dated July 31, 2020 with eClerx Services Limited (hereinafter the “Company”).
In connection with the proposal of the Company to buy back its equity shares in pursuance of the provisions of Section 68 and 70 of the Companies Act, 2013 (the “Act”) and Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as amended (the “Regulations”), and in terms of the resolution passed by the directors of the Company in their meeting held on August 13, 2021, which is subject to the approval of the shareholders of the Company, we have been engaged by the Company to perform a reasonable assurance engagement on the Statement of permissible capital payment towards buyback of equity shares (the “Statement”), which we have signed for identification purposes only.

Board of Directors Responsibility for the Statement

The preparation of the Statement is the responsibility of the Board of Directors of the Company, including the preparation and maintenance of all accounting and other relevant supporting records and documents. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the Statement and applying an appropriate basis of preparation; and making estimates that are reasonable in the circumstances.
The Board of Directors are responsible to make a full inquiry into the affairs and prospectus/offer document of the Company and to form an opinion that the Company will not be rendered insolvent within a period of one year from the date of meeting and in forming the opinion, it has taken into account the liabilities (including prospective and contingent liabilities) as if the Company were being wound up under the provisions of the Act or the Insolvency and Bankruptcy Code, 2016.

Auditor’s Responsibility

Pursuant to the requirements of the Regulations, it is our responsibility to provide reasonable assurance on the following “Reporting Criteria”:
(i) Whether the amount of capital payment for the buyback is within the permissible limit and computed in accordance with the provisions of Section 68 of the Act;
(ii) Whether the Board of Directors has formed the opinion, as specified in Clause (x) of Schedule I to the Regulations, on a reasonable grounds that the Company having regard to its state of affairs will not be rendered insolvent within a period of one year from the date of meeting;
(iii) Whether we are aware of anything to indicate that the opinion expressed by the Directors in the declaration as to any of the matters mentioned in the declaration is unreasonable in circumstances as at the date of declaration.
The standalone and consolidated financial statements referred to in paragraph 9 below as at and for the year ended March 31, 2021 have been audited by us, on which we issued an unmodified audit opinion vide our report dated June 10, 2021. Our audits of these financial statements were conducted in accordance with the Standards on Auditing, as specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India (“ICAI”). Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
We conducted our examination of the Statement in accordance with the Guidance Note on Reports or Certificates for Special Purposes issued by the ICAI. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI.
We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

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A reasonable assurance engagement involves performing procedures to obtain sufficient appropriate evidence on the Reporting criteria mention in paragraph 5 above. The procedures selected depend on the auditor’s judgement, including the assessment of the risks associated with the Reporting Criteria. We have performed the following procedures in relation to the Statement:
i. We have inquired into the state of affairs of the Company in relation to its audited standalone and consolidated financial statements for the year ended March 31, 2021;
ii. Examined authorization for buyback from the Articles of Association of the Company;
iii. Examined that the amount of capital payment for the buy-back as detailed in Annexure A is within permissible limit computed in accordance with section 68 of the Act;
iv. Examined that the ratio of debt owned by the Company, if any, is not more than twice the capital and its free reserve after such buy-back;
v. Examined that all shares for buy-back are fully paid-up;
vi. Examined resolutions passed in the meetings of the Board of Directors;
vii. Examined Director’s declarations for the purpose of buy back and solvency of the Company;
viii. Obtained necessary representations from the management of the Company.

Opinion

Based on our examination as above, and the information and explanations given to us, we state that we have inquired in to the state of affairs of the Company and in our opinion,
i. the Statement of permissible capital payment towards buyback of equity shares, as stated in Annexure A, is in our view properly determined in accordance with section 68 of the Act; and
ii. the Board of Directors, in their meeting held on August 13, 2021, have formed the opinion, as specified in clause (x) of Schedule I of the Regulations, on reasonable grounds, that the Company will not, having regard to its state of affairs, be rendered insolvent within a period of one year from the date of the meeting and we are not aware of anything to indicate that the opinion expressed by the Directors in the declaration as to any of the matters mentioned in the declaration is unreasonable in circumstances as at the date of the declaration.

Restriction on Use

The certificate is addressed to and provided to the Board of Directors of the Company pursuant to the requirements of the Regulations solely to enable them to include it, (a) in the explanatory statement to be included in the postal ballot notice to be circulated to the shareholders, (b) in the public announcement to be made to the Shareholders of the Company, c) in the draft letter of offer and letter of offer to be filed with the Securities and Exchange Board of India, the stock exchanges, the Registrar of Companies as required by the Regulations, the National Securities Depository Limited and the Central Depository Securities (India) Limited, and (c) to be provided to the manager to buy back and should not be used by any other person or for any other purpose. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing. We have no responsibility to update this report for events and circumstances occurring after the date of this report.

For S. R. Batliboi & Associates LLP Chartered Accountants

ICAI Firm Registration Number: 101049W/E300004

per Vineet Kedia Partner Membership Number: 212230 Unique Document Identification Number: 21212230AAAACV5150 Place of Signature: Mumbai Date: August 13, 2021

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Annexure A

Statement of permissible capital payment towards buy back of equity shares in accordance with section 68(2)(c) of the Act and the Regulations based on the audited standalone and consolidated financial statements as at and for the year ended March 31, 2021

			(₹ in million)
		Amount as per	Amount as per
Particulars as on March 31, 2021		standalonefinancial	consolidated financial
		statements	statements

Paid up equity share capital	A	348.90	340.06

Free reserves as per section 68
Securities premium	B	0	0
Retained earnings	C	11,781.03	14,376.89
Less: Adjustments as per definition of free reserves asper section 2(43) of the Act
Unrealized foreign exchange gain		0	0
Change in carrying amount of an asset or a liability measured at fair value		0	0
	D	0	0
Total free reserves	E = (B + C - D)	11,781.03	14,376.89

Total paid up capital and free reserves	F = (A+E)	12,129.93	14,716.95

Permissible capital payment in accordance with proviso to section 68(2)(c) of the Act (25% of the totalpaid-upequitycapital and free reserves)	25% of F	3,032.48	3,679.24

Note: Maximum amount permitted by the Board Resolution dated August 13, 2021 approving buy back of equity shares of eClerx Services Limited is ₹ 3,030 Millions (Rupees Three Thousand and Thirty Millions only).

Signed for identification by

For S.R. Batliboi & Associates LLP

Chartered Accountants ICAI Firm Registration Number:101049W/ E300004

Unquote

None of the Directors, or any Key Managerial Personnel of the Company or their relatives is, in anyway, concerned or interested, either directly or indirectly in Resolution in Item No. 1, save and except to the extent of their respective interest as shareholder s of the Company.

In the opinion of the Board, the proposal for Buy Back is in the interest of the Company and its members holding Equity Shares of the Company, The Director, therefore recommend passing of the Special Resolution as set out at Item No. 1 of the accompanying Postal Ballot Notice.

For eClerx Services Limited

Sd/-

Pratik Bhanushali

Company Secretary F8538 Mumbai, August 13, 2021 Registered Office:

Sonawala Building, 1[st ] Floor, 29 Bank Street, Fort, Mumbai – 400 023 CIN: L72200MH2000PLC125319, Website: www.eclerx.com, E-mail: [email protected] Tel: +91 (22) 6614 8301, Fax: +91 (22) 6614 8655

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eClerx Services Limited — Proxy Solicitation & Information Statement 2021

62118_rns_2021-08-17_bdead526-5ec8-41dc-a303-4ac2cbe063fc.pdf

For eClerx Services Limited