EIMCO Elecon India Ltd. — AGM Information 2023

Jun 6, 2023

Rikenkumar Digitally signed by Rikenkumar Bhupendrabhai Bhupendrabhai Dalwadi Date: 2023.06.06 13:31:07 Dalwadi +05'30'

EIMCO ELECON (INDIA) LIMITED

EIMCO ELECON (INDIA) LIMITED

(CIN : L29199GJ1974PLC002574) Registered Office : Anand-Sojitra Road, Vallabh Vidyanagar - 388 120, Dist. Anand, Gujarat. E-mail : investor@eimcoelecon.in Website : www.eimcoelecon.in Phone : 02692 - 230502 / 230602, Fax : 02692 - 236506

NOTICE OF THE 49[TH] ANNUAL GENERAL MEETING

NOTICE is hereby given that the 49th Annual General Meeting of Members of Eimco Elecon (India) Limited will be held on Wednesday , the 28[th] day of June, 2023 at 10:00 a.m. IST through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following business:

ORDINARY BUSINESS

1. To consider and adopt the Audited Financial Statements (Both Standalone and Consolidated) of the Company for the financial year ended on 31[st] March, 2023 and the Reports of the Board of Directors (“the Board”) and Auditors thereon.

2. To declare Dividend on Equity Shares for the financial year ended on 31[st] March, 2023.

3. To appoint a Director in place of Shri Prayasvin B. Patel, (DIN: 00037394), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:-

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

2. “RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Shri Venkatraman Srinivasan (holding DIN 00246012), who was appointed as an Additional Director (Non-Executive Independent Director) of the Company by the Board of Directors pursuant to Section 161 of the Companies Act, 2013 with effect from 24[th] April, 2023, as recommended by the Nomination

and Remuneration Committee and who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (LODR) Regulations, 2015, be and is hereby appointed as an Independent Director of the Company to hold office for five (5) consecutive years with effect from 24[th] April, 2023 and shall not be liable to retire by rotation hereinafter in accordance with the provisions of the Companies Act, 2013.”

RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

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

“RESOLVED THAT pursuant to Regulation 23 and such other applicable provisions, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with applicable provisions of the Companies Act, 2013, approval of the Members of the Company be and is hereby accorded to the material related party transactions/proposed transactions (set out in the explanatory statement) between the Company and Emtici Marketing LLP, a related party of the Company, for an aggregate value upto ` 20 Crore entered or to be entered into by the Company for the Financial Year 2023-24 in the ordinary course of business and at arm’s length basis.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

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

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), the payment of remuneration of ` 55,000/- (Rupees Fifty Five Thousand only) per annum plus taxes as applicable and out of pocket expenses incurred in

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connection with the audit to Messrs Diwanji & Co., Cost Accountants (Firm Registration No.000339) appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year ending on 31[st] March, 2024, be and is hereby ratified.

RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

By Order of the Board of Directors,

Registered Office:

Anand-Sojitra Road, Vallabh Vidyanagar - 388 120, Gujarat.

Place : Vallabh Vidyanagar Rikenkumar Dalwadi Date : 24[th] April, 2023 Company Secretary

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EIMCO ELECON (INDIA) LIMITED

NOTES :

• A. The Ministry of Corporate Affairs (“MCA”) has vide its circular dated May 5, 2020 read together with circulars dated April 8, 2020; April 13, 2020; January 13, 2021; December 8, 2021, December 14, 2021, May 5, 2022 and December 28, 2022 (collectively referred to as “MCA Circulars”) permitted convening the Annual General Meeting (“AGM” / “Meeting”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without the physical presence of the members at a common venue. In accordance with the MCA Circulars, provisions of the Companies Act, 2013 (‘the Act’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the AGM of the Company is being held through VC / OAVM.

• B. A statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Annual General Meeting is annexed hereto.

• C. Generally, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the Company. Since this AGM is being held through VC/OAVM pursuant to the MCA Circulars, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed hereto.

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

• E. Since the AGM will be held through VC/ OAVM, the route map of the venue of the meeting is not annexed hereto. The venue of the meeting shall be deemed to be the Registered Office of the Company at Vallabh Vidyanagar-388120, Gujarat.

• F. As required by Regulation 36 of the SEBI (LODR) Regulations, 2015 (Listing Regulations) and Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India, the relevant details of Director retiring by rotation and seeking appointment / re-appointment at the ensuing AGM are given in the Annexure to the Notice of the AGM.

• G. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE: In compliance with the MCA Circulars and SEBI Circulars, Notice of the AGM

along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories Participants. Members may note that the Notice and Annual Report 2022-23 will also be available on the Company’s website www. eimcoelecon.in, websites of the Stock Exchanges, i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www. nseindia.com respectively.

• H. For receiving all communication (including Annual Report) from the Company electronically:

• a) Members holding shares in physical mode and who have not registered/updated their e-mail address with the Company are requested to register/update the same by visiting the website of Link Intime India Private Limited at https:// www.linkintime.co.in/EmailReg/Email_Register. html with details of folio number and attaching/ uploading a self-attested documents required therein. The Company urges all the members to use this link effectively since the Email IDs and Mobile Numbers could help the Company for sending paperless communication in future.

• b) Members holding shares in dematerialised mode are requested to register / update their email addresses with the relevant Depository Participant.

• I. Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LINK INTIME at https:// instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.

• J. Procedure for Inspection of Documents:

• a) The Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, and the relevant documents referred to in the Notice will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available electronically for inspection without any fee by

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the members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an email to investor@eimcoelecon.in.

• b) Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before Friday, 16th June, 2023 through email on investor@eimcoelecon.in. The same will be replied by the Company suitably.

• K. IEPF related information:

• a) The Company has transferred the unpaid or unclaimed dividends declared up to financial years 2014-15, from time to time, to the Investor Education and Protection Fund (“IEPF”) established by the Central Government. Details of dividends so far transferred to the IEPF Authority are available on the website of IEPF Authority and the same can be accessed through the link: www.iepf. gov.in.

• b) The details of unpaid and unclaimed dividends are available on the Company’s website at www.eimcoelecon.in.

  • Details of unpaid and unclaimed dividends up to March 31, 2023 are also uploaded on the website of the IEPF Authority and can be accessed through the link: www.iepf.gov.in.

  • Adhering to the various requirements set out in the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the Company has, during financial year 2022-23, transferred to the IEPF Authority all shares in respect of which dividend had remained unpaid or unclaimed for seven consecutive years or more as on the due date of transfer, i.e., August 31, 2023. Details of shares so far transferred to the IEPF Authority are available on the website of the Company’s at www. eimcoelecon.in.

The said details have also been uploaded on the website of the IEPF Authority and can be accessed through the link: www.iepf.gov.in.

Members may note that shares as well as unclaimed dividends transferred to IEPF Authority can be claimed back from the IEPF Authority.

The concerned members/investors are advised to visit the weblink of the IEPF Authority

http://iepf.gov.in/IEPF/refund.html, or contact Link Intime India Private Limited, for detailed procedure to lodge the claim with the IEPF Authority.

Due dates for transfer to IEPF, of the unclaimed/unpaid dividends for the financial year 2014-15 and thereafter, are as under:

http://iepf.gov.in/IEPF/refund.html, or contact Link Intime India Private Limited, for detailed procedure to lodge the claim with the IEPF Authority.	http://iepf.gov.in/IEPF/refund.html, or contact Link Intime India Private Limited, for detailed procedure to lodge the claim with the IEPF Authority.	http://iepf.gov.in/IEPF/refund.html, or contact Link Intime India Private Limited, for detailed procedure to lodge the claim with the IEPF Authority.
Due dates for transfer to IEPF, of the unclaimed/unpaid dividends for the fnancial year 2014-15 and thereafter, are as under:
Financial year	Declaration Date	Due Date
2015-16	25thJuly, 2016	31stAugust, 2023
2016-17	2ndAugust, 2017	7thSeptember, 2024
2017-18	31stJuly, 2018	5thSeptember, 2025
2018-19	25thJuly, 2019	30thAugust, 2026
2019-20	10thAugust, 2020	16thSeptember, 2027
2020-21	5thAugust, 2021	10thSeptember, 2028
2021-22	27thJune, 2022	2ndAugust, 2029

• L. DIVIDEND RELATED INFORMATION:

• Subject to approval of the Members at the AGM, the dividend will be paid within 30 days from the conclusion of the AGM, to the Members whose names appear on the Company’s Register of Members as on the Record Date, and in respect of the shares held in dematerialised mode, to the Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as on that date. Payment of dividend shall be made through electronic mode to the Shareholders who have updated their bank account details. Dividend warrants / demand drafts will be despatched to the registered address of the shareholders who have not updated their bank account details, after normalisation of the postal service. Members are requested to register / update their complete bank details:

• I. with their Depository Participant(s) with whom they maintain their demat accounts if shares are held in dematerialised mode by submitting the requisite documents, and

• II. with the Company / Link Intime India Private Limited or by emailing at investor@ eimcoelecon.in or vadodara@linkintime.co.in, if shares are held in physical mode, by submitting (i) scanned copy of the signed request letter which shall contain shareholder’s name, folio number, bank details (Bank account number, Bank and Branch Name and address, IFSC, MICR details), (ii) self-attested copy of the PAN card and (iii) cancelled cheque leaf.

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EIMCO ELECON (INDIA) LIMITED

OR

Members are requested to visit on the website of the Company’s Registrar and Share Transfer Agent i.e. Link Intime India Private Limited (LINK INTIME) at https://www.linkintime.co.in/EmailReg/Email_Register. html and upload the documents required therein.

TAX DEDUCTIBLE AT SOURCE/WITHHOLDING TAX:

Pursuant to the requirement of Income Tax, 1961, the Company will be required to withhold taxes at the prescribed rates on the dividend paid to its shareholders. The withholding tax rate would vary depending on the residential status of the shareholder and documents submitted by shareholder with the Company/ Link Intime/ Depository Participant.

 RESIDENT SHAREHOLDERS:

• a) Tax Deductible at Source for Resident Shareholders:

Sr. No.	Particulars	Withholding tax Rate	Documents required (if any)
1	Valid PAN updated in the Company’s Register of Members	10%	No document required If dividend does not exceed`5,000/-, no TDS withholding tax will be deducted. Also,please refer note(v)below.
2	No PAN/Valid PAN not updated in the Company’s Register of Members	20%	TDS/ Withholding tax will be deducted, regardless of dividend amount, if PAN of the shareholder is not registered with the Company/Link Intime/ Depository Participant. All the shareholders are requested to update, on or before 99th Juneth June, 2023, their PAN with their Depository Participant (if shares are held in electronic form) and Company/Link Intime (if shares are held in physical form). Please quote all the folio numbers under which you hold your shares while updating the records. Please also refer note(v)below.
3	Availability of lower/nil tax deduction certifcate issued by Income Tax Department u/s 197 of Income Tax Act, 1961.	Rate specifed in the certifcate	Lower tax deduction certifcate obtained from Income Tax Authority to be submitted on or before 9thJune 2023.

b) No Tax Deductible at Source on dividend payment to resident shareholders if the Shareholders submit and register following documents as mentioned in column no.4 of the below table with the Company /Link Intime/ Depository Participant on or before 9[th] June, 2023.

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Sr. No.	Particulars	Withholding tax Rate	Documents required (if any)
1	Submission of form 15G/15H	NIL	Declaration in Form No. 15G (applicable to an Individual who is below 60 years)/ Form 15H (applicable to an Individual who is 60 years and above), fulflling certain conditions.
2	Shareholders to whom section 194 of the Income Tax, 1961 does not apply such as LIC, GIC, etc.	NIL	Documentary evidence for exemption u/s 194 of Income Tax Act, 1961.
3	Shareholder covered u/s 196 of Income Tax Act, 1961 such as Government, RBI, corporations established by Central Act & mutual funds.	NIL	Documentary evidence for coverage u/s 196 of Income Tax Act, 1961
4	Category I and II Alternative Investment Fund	NIL	SEBI registration certifcate to claim beneft under section 197A (1F) of Income Tax Act, 1961
5	• Recognised provident funds • Approved superannuation fund • Approved gratuity fund	NIL	Necessary documentary evidence as per Circular No. 18/2017 issued by Central Board of Direct Taxes (CBDT)
6	National Pension Scheme	NIL	No TDS as per section 197A (1E) of Income Tax Act, 1961
7	Any resident shareholders exempted from TDS deduction as per the provisions of Income Tax Act or by any other law or notifcation.	NIL	Necessary documentary evidence substantiating exemption from deduction of TDS.

 NON-RESIDENT SHAREHOLDERS:

The table below shows that withholding tax on dividend payment to non-resident shareholders who submit, on or before 9[th] June 2023, the following document(s), as mentioned in column no.4 of the below table, to the Company / Link Intime. In case all necessary documents are not submitted, then the TDS/Withholding tax will be deducted @20% (plus applicable surcharge and cess).

Sr. No.	Particulars	Withholding tax Rate	Documents required (if any)
1	Foreign Institutional Investors (FIIs) / Foreign Portfolio Investors (FPIs)/Other Non-Resident shareholders	20% (plus applicable surcharge and cess) or tax treaty rate whichever is benefcial	FPI registration certifcate in case FIIs/ FPIs. To avail benefcial rate of tax treaty following tax documents would be required: 1. Tax Residency certifcate issued by revenue authority of country of residence of shareholder for the year in which dividend is received 2. PAN or declaration as per Rule 37BC of Income Tax Rules, 1962 in a specifed format. 3. Form 10F flled & duly signed

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EIMCO ELECON (INDIA) LIMITED

			4. Self-declaration for non-existence of permanent establishment/ fxed base in India (Note: Application of benefcial Tax Treaty Rate shall depend upon the completeness of the documents submitted by the Non- Resident shareholder and review to the satisfaction of the Company).
2	Indian Branch of a Foreign Bank	Nil	Lower tax deduction certifcate u/s 195(3) obtained from Income Tax Authority Self-declaration confrming that the income is received on its own account and not on behalf of the Foreign Bank and the same will be included in taxable income of the branch in India.
3	Availability of Lower/NIL tax deduction certifcate issued byIncome Tax Authority	Rate specifed in certifcate	Lower tax deduction certifcate obtained from Income Tax Authority
4	Any non-resident shareholder exempt from WHT deduction as per the provisions of Income Tax Act or any other law such as The United Nations (Privileges and Immunities)Act, 1947, etc.	Nil	Necessary documentary evidence substantiating exemption from WHT deduction.

Notes:

• (i) The Company will issue soft copy of the TDS certificate to its shareholders through email registered with the Company / LINK INTIME post payment of the dividend. Shareholders will be able to download Form 26AS from the Income Tax Department’s website https://incometaxindiaefling. gov.in.

• (ii) The aforesaid documents such as Form 15G/ 15H, documents under section 196, 197A, FPI Registration Certificate, Tax Residency Certificate, Lower Tax certificate etc. can be uploaded on the link https://www.linkintime.co.in/formsreg/ submission-of-form-15g-15h.html on or before 9th June 2023 to enable the Company to determine the appropriate TDS/withholding tax rate applicable. Any communication on the tax determination/ deduction received after 9[th] June 2023 shall not be considered.

• (iii) Application of TDS rate is subject to necessary verification by the Company of the shareholder details as available in Register of Members as on the Record Date, and other documents available with the Company / Link Intime.

• (iv) In case TDS is deducted at a higher rate, an option is still available with the shareholder to file the return of income and claim an appropriate refund.

• (v) No TDS will be deducted in case of resident individual shareholders who furnish their PAN details and whose dividend does not exceed 5,000/-. However, where the PAN is not updated in Company/Link Intime/Depository Participant records or in case of an invalid PAN, the Company will deduct TDS u/s 194 without considering the exemption limit of 5,000/-. All the shareholders are requested to update their PAN with their Depository Participant (if shares are held in electronic form) and Company/Link Intime (if shares are held in physical form) against all their folio holding on or before 9[th] June 2023.

• (vi) In the event of any income tax demand (including interest, penalty, etc.) arising from any misrepresentation, inaccuracy or omission of information provided by the Member/s, such Member/s will be responsible to indemnify the Company and also, provide the Company with all information / documents and co-operation in any appellate proceedings. This Communication is not exhaustive and does not purport to be a complete analysis or listing of all potential tax consequences in the matter of dividend payment. Shareholders should consult their tax advisors for requisite action to be taken by them.

• M. OTHER INFORMATION

• i. In compliance with Section 108 of the Act, read

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with the corresponding rules, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the Company has provided a facility to its members to exercise their votes electronically through the electronic voting (“e-voting”) facility provided by the Link Intime India Private Limited (LINK INTIME). Shareholders who have cast their votes by remote e-voting prior to the AGM may participate in the AGM but shall not be entitled to cast their votes again. The manner of voting remotely by shareholders holding shares in dematerialized mode, physical mode and for members who have not registered their email addresses is provided in the instructions for e-voting section which forms part of this Notice.

• ii. The e-voting period begins on Sunday, 25[th] June, 2023 at 09:00 a.m. and ends on Tuesday, 27[th] June, 2023 at 5:00 p.m. During this period, Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Wednesday, 21[st] June, 2023 may cast their vote electronically. The e-voting module shall be disabled by Link Intime India Private Limited (“LIIPL”) for voting thereafter.

• iii. The voting rights of shareholders shall be in proportion to their shares of the paid up Equity Share Capital of the Company as on the cut-off date.

• iv. The facility for voting during the AGM will also be made available. Members present in the AGM through VC and who have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through the e-voting system during the AGM.

• v. Any person who acquires shares of the Company and becomes a shareholders of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at instameet@linkintime. co.in. However, if he/she is already registered with LIIPL for remote e-voting then he/she can use his/her existing user ID and password for casting the vote.

• vi. Shri Dineshkumar G. Bhimani, Practicing Company Secretary (Membership No. FCS: 8064; CP No. 6628) has been appointed as

the Scrutinizer to scrutinize the e-voting at the meeting and remote e-voting process in a fair and transparent manner.

• vii. The Scrutinizer will submit his report to the Chairman of the Company or to any other person authorised by the Chairman after the completion of the scrutiny of the e-voting (votes casted during the AGM and votes casted through remote e-voting), not later than 48 hours from the conclusion of the AGM. The results declared along with the Scrutinizer’s Report shall be communicated to the stock exchanges, LINK INTIME and will also be displayed on the Company’s website.

• viii. Securities and Exchange Board of India (“SEBI”) has mandated that securities of listed companies can be transferred only in dematerialised form w.e.f. April 1, 2019. Accordingly, the Company / LIIPL have stopped accepting any fresh lodgement of transfer of shares in physical form. Members holding shares in physical form are advised to avail of the facility of dematerialisation.

• ix. Members holding shares in physical mode are: a) required to submit their Permanent Account Number (PAN) and bank account details to the Company/ LIIPL, if not registered with the Company/LIIPL, as mandated by SEBI by writing to the Company at investor@ eimcoelecon.in or to LIIPL at vadodara@ linkintime.co.in along with the details of folio no., self-attested copy of PAN card, bank details (Bank account number, Bank and Branch Name and address, IFSC, MICR details) and cancelled cheque.

• x. Pursuant to Section 72 of the Companies Act, 2013, Members holding shares in physical form may file their nomination in the prescribed Form SH-13 with the Company's Registrar and Share Transfer Agent i.e. LIIPL. In respect of shares held in electric/demat form, the nomination form may be filed with the respective Depository Participant.

• xi. Non-Resident Indian members are requested to inform LIIPL / respective DPs, immediately of:

• a) Change in their residential status on return to India for permanent settlement.

• b) Particulars of their bank account maintained in India with complete name, branch, account type, account number and address

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EIMCO ELECON (INDIA) LIMITED

of the bank with pin code number, if not furnished earlier.

Members are requested to send all their documents and communications pertaining to shares to the Registrar & Transfer (R&T) Agent of the Company: Link Intime India Private Limited (“LIIPL”)at their address at B-102 &103, Shangrila Complex, 1[st] Floor, Opp. HDFC Bank, Nr. Radhakrishna Crossing, Akota, Vadodara - 390 020, Tel. No. +91 265 2356573/6136000, for both physical and demat segments of Equity Shares.

Please quote on all such correspondence – “Unit – Eimco Elecon (India) Limited.” For Shareholders queries – Tel. No. +91 265 2356573/6136000, Email ID vadodara@ linkintime.co.in, Website www.linkintime.co.in.

• N. Process and manner for attending the Annual General Meeting through InstaMeet:

• Open the internet browser and launch the URL: https://instameet.linkintime.co.in

• Select the “Company” and ‘Event Date’ and register with your following details:-

• A. Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No.

• Shareholders/members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID

• Shareholders/members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID

• Shareholders/members holding shares in physical form shall provide Folio Number registered with the Company

• B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Members who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

• C. Mobile No.: Enter your mobile number.

• D. Email ID: Enter your email id, as recorded with your DP/Company.

• Click “Go to Meeting” (You are now registered for InstaMeet and your attendance is marked for the meeting).

Instructions for Shareholders/Members to Speak during the Annual General Meeting through InstaMeet:

1. Shareholders who would like to speak during the meeting must register their request 3 days in advance with the Company on the specific email id at investor@eimcoelecon.in for the general meeting.

2. Shareholders will get confirmation on first cum first basis depending upon the provision made by the client.

3. Shareholders will receive “speaking serial number” once they mark attendance for the meeting.

4. Other shareholder may ask questions to the panellist, via active chat-board during the meeting.

5. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.

Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

Instructions for Shareholders/Members to Vote during the Annual General Meeting through InstaMeet:

Once the electronic voting is activated by the scrutinizer/ moderator during the meeting, shareholders/ members who have not exercised their vote through the remote e-voting can cast the vote as under:

1. On the Shareholders VC page, click on the link for e-Voting “Cast your vote”

2. Enter your 16 digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET and click on 'Submit'.

3. After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.

4. Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/ Against'.

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1. After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote.

2. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note:

Shareholders/ Members, who will be present in the Annual General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting. Shareholders/ Members who have voted through Remote e-Voting prior to the Annual General Meeting will be eligible to attend/ participate in the Annual General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to instameet@ linkintime.co.in or contact on: - Tel: 022-49186175.

InstaMeet Support Desk,

Link Intime India Private Limited.

Annexure

Guidelines to attend the AGM proceedings of Link Intime India Pvt. Ltd.: InstaMEET

For a smooth experience of viewing the AGM proceedings of Link Intime India Pvt. Ltd. InstaMEET, shareholders/ members who are registered as speakers for the event are requested to download and install the Webex application in advance by following the instructions as under:

a) Please download and install the Webex application by clicking on the link https://www.webex.com/downloads. html/.

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EIMCO ELECON (INDIA) LIMITED

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OR

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• Step 1 : Enter your First Name, Last Name and Email ID and click on Join Now.

• 1 (A) If you have already installed the Webex application on your device, join the meeting by clicking on Join Now

• 1 (B) If Webex application is not installed, a new page will appear giving you an option to either Add Webex to chrome or Run a temporary application.

  • Click on Run a temporary application, an exe file will be downloaded. Click on this exe file to run the application and join the meeting by clicking on Join Now.

OR

• b) If you do not want to download and install the Webex application, you may join the meeting by following the process mentioned as under:

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O. Remote e-Voting Instructions for shareholders:

The instructions for remote e-voting are as for Individual Shareholders holding shares in demat mode:

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 Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL

1. Existing IDeAS user 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 "Benefcial 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 or e-Voting service provider name i.e. LINKINTIME and you will be re-directed to “InstaVote” website 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 at https://eservices.nsdl.com Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.

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EIMCO ELECON (INDIA) LIMITED

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL	3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name i.e. LINKINTIME and you will be redirected to “InstaVote” website for casting your vote during the remote e-Voting period.
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. The 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 use 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 the company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider i.e. LINKINTIME for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there are 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, the 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 the 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, the 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.
Individual Shareholders (holding securities in demat mode) & login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on the company name or e-Voting service provider name i.e. LinkIntime and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

1. Open the internet browser and launch the URL: https://instavote.linkintime.co.in

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1. Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details

A. User ID:

Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

B. PAN: Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

• C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

• D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/ Company.

Shareholders holding shares in_ _physical form* but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

• Shareholders holding shares in_ _NSDL form* , shall provide ‘D’ above

• Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

• Click “confirm” (Your password is now generated).

• Click on ‘Login’ under ‘SHARE HOLDER’ tab.

• ‘Submit’ . Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on

Cast your vote electronically:

1. After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon.

2. E-voting page will appear.

3. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

4. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

Guidelines for Institutional shareholders:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk 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 sending a request at - 2499 7000	technical issue in login can contact NSDL helpdesk by evoting@nsdl.co.inor call at : 022 - 4886 7000 and 022

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EIMCO ELECON (INDIA) LIMITED

Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk by securities in demat mode with sending a request at helpdesk.evoting@cdslindia.com or contact at toll free CDSL no. 1800 22 55 33

Individual Shareholders holding securities in Physical mode has forgotten the password:

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on the e-voting system of LIIPL at https://instavote.linkintime.co.in and register themselves as ‘Custodian / Mutual Fund / Corporate Body’. They are also required to upload a scanned certified true copy of the board resolution /authority letter/power of attorney etc. together with attested specimen signature of the duly authorised representative(s) in PDF format in the ‘Custodian / Mutual Fund / Corporate Body’ login for the Scrutinizer to verify the same.

Individual Shareholders holding securities in Physical mode & e-voting service Provider is Link Intime, have forgotten the password:

• Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’

• Enter User ID, select Mode and Enter Image Verification (CAPTCHA) Code and Click on ‘Submit’.

• In case shareholders/ members is having valid email address, Password will be sent to his / her registered e-mail address.

• Shareholders/ members can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above.

• The password should contain minimum 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Helpdesk for Individual Shareholders holding securities in physical mode/ Institutional shareholders & e-voting service Provider is Link Intime.

In case shareholders/ members holding securities in physical mode/ Institutional shareholders have any queries regarding e-voting, they may refer the Frequently Asked Questions (‘FAQs’) and InstaVote e-Voting manual available at https://instavote.linkintime.co.in, under Help section or send an email to enotices@linkintime.co.in or contact on: - Tel: 022 –4918 6000.

Registered Office:

By Order of the Board of Directors,

Anand-Sojitra Road, Vallabh Vidyanagar - 388 120, Gujarat.

Place : Vallabh Vidyanagar Date : 24[th] April, 2023

Rikenkumar Dalwadi Company Secretary

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

Item No. 4

Shri Venkatraman Srinivasan (DIN 00246012) holds a Bachelor's Degree in Commerce from the University of Bombay and is a Fellow Member of the Institute of Chartered Accountants of India since 1981. He is a partner in M/s. V. Sankar Aiyar & Co., Chartered Accountants, since 1984. He is engaged in audit & assurance practice and direct tax & corporate advisory services since 1984, specializing in statutory audits of banks, mutual funds and financial companies, public sector companies, and advisory in the areas of direct tax, company law, competition law, the Foreign Exchange Management Act (FEMA) and Securities and Exchange Board of India (SEBI) matters.

Pursuant to the provisions of Section 161 of the Companies Act, 2013 (the Act) and applicable rules made thereunder and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015, the Board has, appointed Shri Venkatraman Srinivasan (DIN 00246012) as an Additional Director (Non-Executive Independent Director) with effect from 24[th] April, 2023.

The Nomination & Remuneration Committee at its meeting held on 24[th] April, 2023 has recommended and the Board at its meeting held on 24[th] April, 2023 has approved the appointment of Shri Venkatraman Srinivasan as an Independent Director as per the letter of appointment for a period of five (5) years with effect from 24[th] April, 2023, subject to approval of members.

Shri Venkatraman Srinivasan has given a declaration to the Board that he meets the criteria of independence as provided under Section 149(6) of the Companies Act, 2023 and Regulation16(1)(b) of the SEBI (LODR) Regulations, 2015. In the opinion of the Board, he fulfills the conditions specified in the Act and the rules framed thereunder for appointment as an Independent Director and he is independent of the Management.

In compliance with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013, his appointment as a Non-Executive Independent Director is now being placed before the Members for their approval. The terms and conditions of the appointment of Shri Venkatraman Srinivasan as an Independent Director of the Company shall be opened for inspection by the Members at the Registered Office of the Company during normal business hours on any working day, excluding Sundays between 10.00 a.m. to 12.00 noon and on the website of the Company. He does not hold by himself or for any other person on a beneficial basis, any shares in the Company.

Except Shri Venkatraman Srinivasan, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the Resolution set out at Item No. 4.

A brief profile of Shri Venkatraman Srinivasan is attached to this notice.

Item No.5

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 provides that all related party transactions shall require approval of the Audit Committee and all material related party transactions require approval of the shareholders through an Ordinary Resolution. A transaction with a related party shall be considered material, if the transaction/ transactions to be entered into individually or taken together with previous transactions during a financial year exceed ten percent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company. Section 188 of the Companies Act, 2013 deals with Related Party Transactions and subsection (1) of the Section 188 of the Companies Act, 2013 provides that nothing in this sub section shall apply to any transaction entered into by the Company in its ordinary course of business and at arm’s length basis. All the related party transactions entered/proposed to be entered into are in the ordinary course of business and at arm’s length basis.

Approval of Material Related Party Transactions under Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Background, details and benefits of the proposed Material Related Party Transactions by the Company with Emtici Marketing LLP is Related Parties as defined under Section 2 (76) of the Companies Act, 2013 and/ or under applicable accounting standards.

Emtici Marketing LLP

Your Company has transactions with Emtici Marketing LLP, related party, which are of value exceeding 10% of the Annual Turnover of the Company as per the Last Audited Financial Statement of the Company, being the threshold limit for Material Related Party Transactions under the SEBI (LODR) Regulations, 2015, your approval is being sought for the financial year 2023-24. The proposed value of the transactions with Emtici Marketing LLP is estimated to be ` 20 Crore and a specific detail as required for Material Related Party Transaction with Emtici Marketing LLP is provided at Annexure A to the Notice.

Hence, the transactions are required to be approved by the shareholders. These transactions are in the ordinary course of business of the Company and on arm’s length

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EIMCO ELECON (INDIA) LIMITED

basis. Prior approval of the Audit Committee has been received for the same.

The Board of Directors recommends passing of the resolution as set out at Item No. 5 of this Notice as an Ordinary Resolution.

Pursuant to SEBI (LODR) Regulations, 2015, all the related parties i.e. all entities falling under definition of related parties as per Regulation 2(1)(zb) of the SEBI (LODR) Regulations, 2015, whether the entity is a related party in the context of the proposed transaction(s) or not, would not be eligible to vote (in favour) on the Item No. 5.

Shri Prayasvin B. Patel, Executive Director and Shri Pradip M. Patel, Director are interested in the resolution. None of the other directors and any other Key Managerial Personnel of the Company or their respective relatives are concerned or interested, financially or otherwise, in the Resolution set out in 5.

Item No. 6

The Board of Directors at its meeting held on 24th April, 2023, upon the recommendation of the Audit Committee, approved the appointment and remuneration of the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ending on 31st March, 2024 as per the following details:

Sr. No.	Name of Cost Auditor	Industry	Audit Fees
1.	M/s. Diwanji & Co.	Engineering	₹ 5 5 , 0 0 0 / - P l u s Govt. Levies/Taxes as applicable and out of pocket ex- penses at actual.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, (as amended from time to time) the remuneration as mentioned above, payable to the Cost Auditor is required to be ratified by the Members of the Company. Accordingly, the Members are requested to ratify the remuneration payable to the Cost Auditors for the financial year ending on 31st March, 2024, as set out in the Ordinary Resolution for the aforesaid services to be rendered by them.

None of the Directors and / or Key Managerial Personnel of the Company and their relatives is in any way concerned or interested, financially or otherwise, in the said Resolution.

The Board of Directors recommends the Ordinary Resolution set out at Item No. 6 of the Notice for approval by the Members.

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Details of Directors seeking appointment / re-appointment at the forthcoming Annual General Meeting

[Pursuant to Regulation 36 of SEBI (LODR) Regulations, 2015 and Secretarial Standard on General Meetings (SS2)]

Item No. 3

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----- Start of picture text -----

Name of Director Shri Prayasvin B. Patel
Director Identification Number 00037394
----- End of picture text -----

Name of Director	Shri Prayasvin B. Patel
Director Identifcation Number	00037394
Date of Birth	03-04-1958
Date of Appointment	09-11-2016
Nationality	Indian
Qualifcations	B.E. (Mech.), M.B.A. (USA)
Experience (including expertise in specifc functional area) / Brief Resume	Shri Prayasvin B. Patel has more than 47 years of experience in Engineering Industry. Presently, He is a Chairman and Managing Director of Elecon Engineering Company Limited with vast knowledge in material handling equipments, earth moving equipments and Gears.
Terms and Conditions of Appointment / Re-appointment	As per the resolution set out in this notice
Details of remuneration sought to be paid	As per the Nomination and Remuneration Policy of the Company.
Details of remuneration last drawn	For remuneration details, please refer to the Board’s Report.
Number of equity shares held in the Company	17796
No. of Board Meetings attended	4 out of 4
List of Directorships held in other Companies	- Elecon Engineering Co. Ltd. - Emtici Engineering Ltd. - Prayas Engineering Ltd. - Elecon Peripherals Ltd. - Elecon Information Technology Ltd. - Akaaish Mechatronics Ltd. - Eimco Elecon Electricals Ltd. - Kirloskar Power Build Gears Ltd. - K. B. Investments Pvt. Ltd. - Tech Elecon Pvt. Ltd. - Akaaish Investments Pvt. Ltd. - Power Build Pvt. Ltd. - Elecon Hydraulics Pvt. Ltd. - Vijay M. Mistry Construction Pvt. Ltd. - Modsonic Instruments Manufacturing Co. Pvt. Ltd.
Chairman/Membership of the Audit Committee and Stakeholders’ Relationship Committee in other Listed Companies in which he is Director	NIL
Relationship with other Directors / Key Managerial Personnel	Sister of Shri Prayasvin B. Patel, Executive Director has married to Shri Pradip M. Patel

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EIMCO ELECON (INDIA) LIMITED

Item No. 4

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----- Start of picture text -----

Name of Director Shri Venkatraman Srinivasan
----- End of picture text -----

Name of Director	Shri Venkatraman Srinivasan
Director Identifcation Number	00246012
Date of Birth	09-03-1959
Date of Appointment	24-04-2023
Nationality	Indian
Qualifcations	Graduate in Commerce, Fellow Member of the ICAI
Experience (including expertise in specifc functional area) / Brief Resume	He is a partner in M/s. V. Sankar Aiyar & Co., Chartered Accountants, since 1984. He is engaged in audit & assurance practice and direct tax & corporate advisory services since 1984, specializing in statutory audits of banks, mutual funds and fnancial companies, public sector companies, and advisory in the areas of direct tax, company law, competition law, the Foreign Exchange Management Act (FEMA) and Securities and Exchange Board of India (SEBI) matters.
Terms and Conditions of Appointment / Re-appointment	As per the resolution set out in this notice
Details of remuneration sought to be paid	-
Details of remuneration last drawn (during the Financial Year 2022-23	-
Number of equity shares held in the Company	-
No. of Board Meetings attended	-
List of Directorships held in other Companies	HDB Financial Services Limited - Audit Committee (Chairman) Mahanagar Gas Limited - Audit Committee (Chairman) - Stakeholders’ Relationship Committee (Member) Fairchem Organics Limited - Audit Committee (Member) - Stakeholders’ Relationship Committee (Member) Tata Coffee Limited - Audit Committee (Chairman)
Chairman/Membership of the Audit Committee and Stakeholders’ Relationship Committee in other Listed Companies in which he is Director	NIL
Relationship with other Directors / Key Managerial Personnel	He is not related to any other directors of the Company.

By Order of the Board of Directors,

Registered Office: Anand-Sojitra Road, Vallabh Vidyanagar - 388 120, Gujarat.

Place : Vallabh Vidyanagar Date : 24[th] April, 2023

Rikenkumar Dalwadi Company Secretary

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Annexure A

Item No. 5

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Sr. Particulars Details
No.
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Sr. No.	Particulars	Details
1	Name of Related Party	Emtici Marketing LLP
2	Nature of relationship	Group Company
3	Nature and Material Terms of Contract	Commission payment as per Dealership Agreement
		Purchase of Goods or Materials
		Rendering Services
		Availing Services
		Material terms and conditions are based on the agreement/contract which includes the commercial terms which are market linked.
4	Whether in Ordinary Course of Business	Yes
5	Whether at Arm’s Length basis	Yes
6	Expected value of approval being sought	`20 Crore
7	Justifcation as to how these RPTs is in the interest of the Company	These transactions are in the ordinary course of business and commercially benefcial to the Company. These are essential for the Company to achieve its sales.
8	The percentage of the listed entity’s annual consolidated turnover, for the immediately preceding fnancial year, that is represented by the value of the proposed transaction.	11.6% of the turnover of the preceding fnancial year.
9	If the transaction relates to any loans, intercorporate deposits, advances or investments made or given by the listed entity or its subsidiary: i) details of the source of funds in connection with the proposed transaction; ii) where any fnancial indebtedness is incurred to make or give loans, intercorporate deposits, advances or investments, nature of indebtedness; cost of funds; and tenure; iii) applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security; and iv) the purpose for which the funds will be utilized by the ultimate benefciary of such funds pursuant to the RPT.	Not Applicable

By Order of the Board of Directors,

Registered Office: Anand-Sojitra Road, Vallabh Vidyanagar - 388 120, Gujarat.

Place : Vallabh Vidyanagar Date : 24[th] April, 2023

Rikenkumar Dalwadi Company Secretary

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