EMAMI REALTY LIMITED — AGM Information 2021

Sep 8, 2021

cmami realty limited

(formerlycmamT Infrastructure limited)

8th September, 2021

To, The General Manager Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

The Secretary The Secretary The National Stock Exchange of The Calcutta Stock Exchange India Limited Exchange Plaza, Bandra Kurla Complex Bandra (E), Mumbai - 400 051

Limited 7, Lyons Range Kolkata-700 001

Respected Sir/ Madam,

Sub: Intimation o(13*1 h*Annual General Meeting o[the Company, Remote E-votinq Information & Book Closure

Notice is hereby given that the 13th Annual General Meeting (AGM) of the Members of Emami Realty Limited will be held on Thursday, 30th September, 2021, at 11.30 A.M . through Video Conferencing ("VC") I Other Audio Visual Means ("OAVM") to transact the businesses as set out in the Notice dated 6th September, 2021 which is being sent through electronic mode to the members whose email addresses are registered with the Company or relevant Depositories in conformity with the regulatory provisions and Circulars issued by the Ministry of Corporate Affairs, Government of India and the Securities and Exchange Board of India. A copy of the said Notice is enclosed herewith.

Notice is also hereby given that pursuant to Regulation 42 of the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 ("list ing Regulations") and Section 91 of the Companies Act, 2013 that the Register of Members and Share Transfer Books of the Company will remain closed from Friday, 24th September, 2021 to Thursday, 30th September, 2021 (both days inclusive) for the purpose of AGM of the Company.

Pursuant to provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Listing Regulations, the Company is pleased to provide its Members, the facility to cast their vote by electronic means on all the resolutions mentioned in the notice. The Company has fixed 23'd September, 2021 as the Cut-off date for the purpose of determining eligibility of shareholders to cast their votes by remote e-voting / electronically at t he AGM.

Security Code	Type of Security	Date of Book Closure	Purpose
IBSE:EMAMI REAL533218NSE: EMAMIREALCSE:015214	Equity Shares	24th September, 2021to30th September, 2021	Annual General Meeting

We provide the following information in respect of Book Closure·

You are requested to kindly t ake the same on record.

Thanking you. Yours faithfully, For Emami Realty limited p!,aerwal Company Secretar ACS: 22418 Encl.: As above L:#f-----~

Emami Realty Limited

CIN: L45400WB2008PLC121426

Regd. Off: Acropolis, 13th Floor, 1858/1, Rajdanga Main Road, Kasba, Kolkata – 700107, Tel: 022 6625 1200; E-mail: infra@emamirealty.com Website: www.emamirealty.com

NOTICE

NOTICE is hereby given that the 13th Annual General Meeting of the Members of Emami Realty Limited will be held on 30th September, 2021, at 11.30 A.M. through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") to transact the following businesses:

ORDINARY BUSINESSES:

• 1. To receive, consider and adopt the Audited Financial Statements (including Consolidated Financial Statements) of the Company for the financial year ended 31st March, 2021 together with the Reports of the Board of Directors and the Auditors thereon.
• 1. To appoint a Director in place of Mr. Rajesh Bansal (DIN: 00645035), who retires by rotation and being eligible, offers himself for re-appointment.
• 1. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

"RESOLVED THAT, in furtherance of the resolution passed by the members in the Annual General Meeting held on 19th September, 2019 for appointment of M/s Agrawal Tondon & Co., Chartered Accountants (Registration No. 329088E) as the Statutory Auditors of the Company for a period of five years till the conclusion of 16th Annual General Meeting and in accordance with the provisions of Section 142 of the Companies Act, 2013, the Board of Directors of the Company be and is hereby authorized to fix their remuneration for term of 5 years, with mutual consent of the Statutory Auditors, in addition to taxes as applicable and reimbursement of out-of-pocket expenses, if any, incurred by them in connection with the audit of Accounts of the Company and all acts and deeds done so far by the Board of Directors in this connection be and is hereby ratified and approved."

SPECIAL BUSINESSES:

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

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and based on the recommendations of Nomination and Remuneration Committee and Audit Committee in this respect, Mr. Rajesh Bansal (DIN: 00645035) be and is hereby reappointed as the Whole-Time Director of the Company for a further period of 3 years w.e.f. 10th August, 2021, on the terms and conditions including remuneration, as set out in the Explanatory Statement annexed to the Notice convening this meeting and as enumerated in the Agreement dated 30th June, 2021, copy whereof, has been submitted to this meeting, which Agreement is also hereby approved, with liberty to the Board of Directors to alter or vary the said terms & conditions, subject to compliance with the conditions as laid down under Schedule V to the Act.

RESOLVED FURTHER THAT in pursuance of Section 197(3) of the Act, Mr. Bansal may be paid the above mentioned remuneration as minimum remuneration in the event of absence or inadequacy of profits in any financial year during his term of office.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as may be deemed proper and expedient to give effect to this resolution."

1. To consider and if thought fit, to pass, with or without modification(s), the 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, read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactments thereof for the time being in force), the remuneration payable to M/s. V. K. Jain & Co., Cost Accountants (Firm Registration No 00049), appointed as Cost Auditors by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the financial years 2020-21 and 2021-22 amounting to Rs. 20,000/- (Rupees Twenty Thousand only), per year, exclusive of tax and out of pocket expenses, be and is hereby ratified and confirmed."

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

"RESOLVED THAT pursuant to the provisions of Sections 42, 71 of the Companies Act, 2013 ("the Act"), (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) read with the Companies (Share Capital and Debentures) Rules, 2014, and the Companies (Prospectus and Allotment of Securities) Rules, 2014 and all other applicable provisions, if any, of the Act and the relevant provisions of the Memorandum and Articles of Association of the Company and subject to directions and / or regulations issued by SEBI or RBI in this regard as may be applicable, the consent of the members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as "the Board" which term shall be deemed to include any Committee which the Board may constitute to exercise its powers, including the powers conferred by this Resolution or any Director as may be approved by the Board), to issue/offer/invite for subscription to Secured / Unsecured Redeemable Non-Convertible Debentures ('NCDs') whether listed or unlisted, including but not limited to subordinated Debentures, bonds, and/or other debt securities, etc., on private placement basis, in one or more tranches during a period of one year from the date of passing of this resolution, to eligible person(s), provided the outstanding amount at any time during the period together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business) shall not exceed the overall borrowing limits of the Company as may be approved by the members from time to time, on such terms and conditions including the price, coupon, premium/discount, tenor etc., as may be determined by the Board.

RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is hereby authorised to do all such acts, deeds, matters and things and to execute all such agreements, documents, instruments, applications etc. as may be required, with power to settle all questions, difficulties or doubts that may arise in regard to the aforesaid Resolution as it may in its sole discretion deem fit and to delegate all or any of its powers herein conferred to any of the Directors and/ or Officers of the Company."

By Order of the Board For Emami Realty Limited

Payel Agarwal

Place: Kolkata Company Secretary Date: 6th September, 2021 ICSI Membership No. A22418

Notes

1. Considering the ongoing COVID-19 pandemic, Ministry of Corporate Affairs ("MCA") vide its Circular No. 02/2021 dated 13th January, 2021 read with Circular No.14/2020 dated 8th April, 2020, Circular No.17/2020 dated 13th April, 2020 and Circular No.20/2020 dated 5th May, 2020 (collectively referred to as "MCA Circulars") and Securities and Exchange Board of India (SEBI) vide its Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020 and Circular No. SEBI/HO/ CFD/CMD2/CIR/P/2021/11 dated 15th January, 2021 (collectively referred to as "SEBI Circulars") have permitted the holding of the Annual General Meeting ("AGM") through VC/OAVM, without the

physical presence of the Members at a common venue, till 31st December, 2021. In compliance with the provisions of the Companies Act, 2013 ("Act"), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and MCA Circulars, the AGM of the Company is being held through VC / OAVM.

1. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is also 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 conducted throughVC/OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not

be available for the AGM and hence the Proxy Form and Attendance Slip including Route map are not annexed to this Notice.

• 1. The Company will conduct the AGM through VC/ OAVM from its Registered Office, i.e, Acropolis, 13th Floor, 1858/1, Rajdanga Main Road, Kasba, Kolkata – 700107, which shall be deemed to be venue of the meeting.
• 1. Institutional/ Corporate members (i.e. other than individual / HUF, NRI, etc.) are required to send a scanned certified true copy (PDF/ JPEG Format) of the Board or Governing body Resolution/ Authorization etc. authorizing their representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format on the CDSL e-voting platform for the scrutinizer to verify the same. Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at scrutinizermkb@gmail.com and to the Company at infra@emamirealty.com or to Maheshwari Datamatics Pvt. Ltd., Registrar & Share Transfer Agent of the Company at mdpldc@yahoo. com with a copy marked to helpdesk.evoting@ cdslindia.com if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
• 1. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote electronically during the AGM.
• 1. Pursuant to the provisions of Section 91 of the Act, the Register of Members and Share Transfer Book of the Company shall remain closed from Friday, 24th September, 2021 to Thursday, 30th September, 2021 (both days inclusive) for the purpose of this AGM.
• 1. The related Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, in respect of the business under item no. 4, 5 and 6 as set out above is annexed hereto.
• 1. In view of the prevailing situation and pursuant to the aforesaid MCA and SEBI Circulars, Notice of the 13th AGM along with the Annual Report 2020-21

is being sent only through electronic mode to the members whose email addresses are registered with the Company or relevant Depositories.

1. Members may also note that the Notice of 13th AGM and the Annual Report for the Financial Year 2020-21 including therein the Audited Financial Statements will be available on the Company's website at www.emamirealty.com, websites of BSE and NSE at www.bseindia.com and www.nseindia. com, respectively and website of CDSL (agency for providing the Remote e-Voting facility and e-Voting system during the AGM) at www.evotingindia.com for their view/download.

10. Process for registration of email id for obtaining Annual Report and user id/password for e-voting:

• • Members holding sharesin physical mode and who have not registered/ updated their email addresses with the Company are requested to update their email addressesbywriting to theCompany atinfra@ emamirealty.com along with the copy of the signed request letter mentioning the Folio No., name and address of the Member along with scanned copy of the share certificate (front/ back), self-attested copy of the PAN card, and self-attested copy of any document (eg. : Driving License / Election Identity Card / Passport) in support of the address of the Member. Alternatively, the Members holding shares in physical form may also visit the link given below and update their details http://mdpl.in/form/emailupdate.
• • Members holding shares in dematerialised mode are requested to register / update their email addresses with the relevantDepository Participants.
• In case of any queries / difficulties in registering the e-mail address, Members may write to Maheshwari Datamatics Pvt. Ltd., Registrar & Share Transfer Agent of the Company at mdpldc@yahoo.com.
• In terms of SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9th December, 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. Members are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

PROCEDURE FOR JOINING THE AGM THROUGH VC/OAVM:

• 1. Member will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-Voting system. Members may access the same at https://www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC will be available in shareholder/members login where the EVSN of the Company is displayed. Please note that the members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the Notice to avoid last minute rush.
• 1. Members are encouraged to join the Meeting through Laptops / iPads for better experience.
• 1. Further, Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the Meeting.
• 1. Please note that participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• 1. For convenience of the Members and proper conduct of AGM, Members can login and join at least 30 (thirty) minutes before the time scheduled for the AGM and shall be kept open throughout the proceedings of AGM.
• 1. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
• 1. If you have any queries or issues regarding attending AGM, you may refer the Frequently Asked Questions ("FAQs") or write an email to helpdesk. evoting@cdsl.com or contact Mr. Nitin Kunder (022- 23058738) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542) from CDSL.

PROCEDURE TO RAISE QUESTIONS DURING THE AGM:

1. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending email from their registered email address mentioning their name, DP ID and Client ID/ folio number, PAN, mobile number to infra@emamirealty.com from Wednesday, 22nd September, 2021 to Saturday, 25th September, 2021. Those members who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the AGM. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate for smooth conduct of the AGM.

PROCEDURE FOR REMOTE E-VOTING AND E-VOTING DURING THE AGM:

• 1. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, and other relevant rules made thereunder, as amended, Regulation 44 of the SEBI Listing Regulations read with SEBI Circular SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9th December, 2020, in relation to e-Voting facility provided by Listed Entities, the Company is providing e-voting facility to the members, through the e-voting services provided by CDSL, on all the resolutions set forth in this Notice.
• 1. Members may cast their votes on electronic voting system from any place (remote e-voting). The remote e-voting period commences on Saturday, 25th September, 2021 (9:00 a.m. IST) and ends on Wednesday, 29th September, 2021 (5:00 p.m. IST). During this period, Members holding shares either in physical form or in dematerialized form, as on Thursday, 23rd September, 2021 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date.
• 1. The Board of Directors has appointed Mr. Manoj Kumar Banthia, Practicing Company Secretary (Membership no-A11470/CP7596) of M/s. MKB & Associates, Company Secretaries, Kolkata to act as the Scrutinizer to scrutinize the remote e-voting process in a fair and transparent manner and he has communicated his willingness to be appointed and will be available for the said purpose.
• 1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
• 1. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing

so, shall be eligible to vote through e-Voting system available during the AGM.

• 1. If any vote is cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/ OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
• 1. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/ participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again.
• 1. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date. A person who is not a Member as on the cut-off date should treat this Notice of AGM for information purpose only.
• 1. All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.
• 1. Any person, holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member 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 helpdesk. evoting@cdslindia.com. However, if he/she is

already registered with CDSL for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.

In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under "Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode."

1. The details of the process and manner for remote e-voting are explained herein below:

A. Login method for e-voting and joining virtual meeting for individual shareholders holding securities in demat mode:

In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated 9th December, 2020 on "e-Voting facility provided by Listed Companies", e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process.

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

Type ofshareholders	Login Method
IndividualShareholdersholding securitiesin Demat modewith CDSL	1)Users who have opted for CDSL Easi / Easiest facility, can login through their existinguser id and password. Option will be made available to reach e-Voting page withoutany further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and click on Login iconand select New System Myeasi.
	2)After successful login the Easi / Easiest user will be able to see the e-Voting option foreligible companies where the evoting is in progress as per the information providedby company. On clicking the evoting option, the user will be able to see e-Voting pageof the e-Voting service provider for casting your vote during the remote e-Votingperiod or joining virtual meeting & voting during the meeting. Additionally, there isalso links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers'website directly.
	3)If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia. com/myeasi/Registration/EasiRegistration

	4)Alternatively, the user can directly access e-Voting page by providing Demat AccountNumber and PAN No. from a e-Voting link available on www.cdslindia.com homepage. The system will authenticate the user by sending OTP on registered Mobile &Email as recorded in the Demat Account. After successful authentication, user willbe able to see the e-Voting option where the evoting is in progress and also able todirectly access the system of all e-Voting Service Providers.
IndividualShareholdersholding securitiesin demat modewith NSDL	If you are already registered for NSDL IDeAS facility, please visit the e-Services website ofNSDL. Open web browser by typing the following URL: https://eservices.nsdl.com eitheron a Personal Computer or on a mobile. Once the home page of e-Services is launched,click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section.A new screen will open. You will have to enter your User ID and Password. After successfulauthentication, you will be able to see e-Voting services. Click on "Access to e-Voting"under e-Voting services and you will be able to see e-Voting page. Click on companyname or e-Voting service provider name and you will be re-directed to e-Voting serviceprovider website for casting your vote during the remote e-Voting period or joining virtualmeeting & voting during the meeting. 2) If the user is not registered for IDeAS e-Services,option to register is available at https://eservices. nsdl.com. Select "Register Online forIDeAS "Portal or click at https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp 3) Visitthe 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 homepage 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 UserID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and aVerification Code as shown on the screen. After successful authentication, you will beredirected to NSDL Depository site wherein you can see e-Voting page. Click on companyname or e-Voting service provider name and you will be redirected to e-Voting serviceprovider website for casting your vote during the remote e-Voting period or joining virtualmeeting & voting during the meeting
IndividualShareholders(holding securitiesin demat mode)login throughtheir DepositoryParticipants	You can also login using the login credentials of your demat account through yourDepository Participant registered with NSDL/CDSL for e-Voting facility. After Successfullogin, you will be able to see e-Voting option. Once you click on e-Voting option, you willbe redirected to NSDL/CDSL Depository site after successful authentication, wherein youcan see e-Voting feature. Click on company name or e-Voting service provider name andyou will be redirected to e-Voting service provider website for casting your vote duringthe remote e-Voting period or joining virtual meeting & voting during the meeting.

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

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

Login type Helpdesk details	Login type Helpdesk details
IndividualShareholdersholding securities in Dematmode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk bysending a request at helpdesk.evoting@cdslindia.comor contact at 022-23058738 and 22-23058542-43
IndividualShareholdersholding securities in Dematmode with NDSL	Members facing any technical issue in login can contact NSDL helpdesk bysending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990and 1800 22 44 30

• B. Login method for e-voting and joining virtual meeting for physical shareholders and shareholders other than individual holding in demat mode:
• (i) The shareholders should log on to the e-voting website www.evotingindia.com
• (ii) Click on "Shareholders" tab.
• (iii) Now Enter your User ID:
  • a) For CDSL: 16 digits beneficiary ID,
  • b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
  • c) Members holding shares in Physical Form should enter Folio Number registered with the Company.
• (iv) Next enter the Image Verification as displayed and Click on Login.
• (v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.
• (vi) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and in Physical Form

PAN

Enter your 10 digit alpha-numeric *PANissuedbyIncomeTaxDepartment(Applicable for both demat shareholdersas well as physical shareholders)o Members who have not updated theirPAN with the Company/DepositoryParticipant are requested to use thefirst two letters of their name and the8 digits of the sequence number in thePAN field.o In case the sequence number is lessthan 8 digits enter the applicablenumber of 0's before the numberafter the first two characters of thename in CAPITAL letters. Eg. If yourname is Ramesh Kumar with sequencenumber 1 then enter RA00000001 inthe PAN field–Sequence number iscommunicated in the Covering Letter.

DOB

Enter the Date of Birth as recorded in yourdemat account or in the company recordsfor the said demat account or folio in dd/mm/yyyy format.

Dividend	EntertheDividendBankDetailsas
Bank	recorded in your demat account or in
Details	the Company records for the said demat
	account or folio.
	Please enter the DOB or Dividend Bank
	Details in order to login. If the details
	are not recorded with the depository or
	Company please enter the member id/
	folio number in the Dividend Bank details
	field.

• (vii) After entering these details appropriately, click on "SUBMIT" tab.
• (viii) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
• (ix) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• (x) Click on the EVSN for "EMAMI REALTY LIMITED".
• (xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
• (xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• (xiii) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
• (xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• (xv) You can also take out print of the voting done by you by clicking on "CLICK HERE TO PRINT" option on the Voting page.

(xvi) If Demat account holder has forgotten the changed password then enter the User ID and the image verification code and click on "FORGOT PASSWORD" & enter the details as prompted by the system.

(xvii) Note for Institutional Shareholders & Custodians:

• • Institutional Shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves as Corporates and Custodians respectively.
• • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
• • After receiving the login details they have to create a user who would be able to link the account(s) which they wish to vote on.
• • The list of accounts should be mailed to helpdesk. evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.
• • A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
• • Alternatively Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at scrutinizermkb@gmail.com and to the Company at infra@emamirealty.com or to M/s Maheshwari Datamatics Pvt. Ltd., Registrar & Share Transfer Agent of the Company at mdpldc@yahoo.com with a copy marked to helpdesk. evoting@cdslindia. com if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
• (xviii)In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.co.in under help section or write an email to helpdesk.evoting@cdslindia.com

OTHER INFORMATION

1. The Scrutinizer shall, after the conclusion of AGM, first count the votes cast at the AGM and then unblock the votes cast through remote e-voting. The scrutinizer shall submit the consolidated scrutinizer's report, not later than 48 (forty eight) hours of conclusion of the Meeting, to the Managing Director or any other person authorized by the Board.

• 1. The results declared along with the consolidated Scrutinizer's Report shall be placed on the Company's website www.emamirealty.com and on the website of CDSL www.evotingindia. com immediately after the results are declared and simultaneously communicated to the Stock Exchanges where the Company's shares are listed. Subject to receipt of requisite number of votes, the resolutions set out in the Notice shall be deemed to be passed on the date of the AGM i.e. September 30, 2021.
• 1. All documents referred to in the accompanying Notice and the Explanatory Statement shall be made available for inspection through electronic mode, upon the request being sent on infra@ emamirealty.com.
• 1. Scanned copies of the Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of Act and the Register of Contracts and Arrangements in which Directors are interested, maintained under Section 189 of Act, 2013 shall be made available at the commencement of the meeting and shall remain open and accessible to the members during the continuance of the meeting upon log-in to CDSL e-voting system at http://www.evotingindia.com
• 1. As per the provisions of Section 72 of the Act, and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, Members holding shares in physical form may file nomination in the prescribed Form SH-13 with M/s Maheshwari Datamatics Pvt. Ltd., Registrar & Share Transfer Agent of the Company. In respect of shares held in dematerialized form, the nomination may be filed with the respective Depository Participants.
• 1. SEBI has mandated that securities of listed companies can be transferred only in dematerialised form from April 01, 2019, except in case of transmission and transposition of securities. Further, SEBI vide its circular no. SEBI/HO/MIRSD/ RTAMB/ CIR/P/2020/236 dated December 02, 2020 had fixed March 31, 2021 as the cut-off date for relodgement of transfer deeds and the shares that are re-lodged for transfer shall be issued only in demat mode. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in

physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company's Registrar and Transfer Agents, M/s Maheshwari Datamatics Pvt. Ltd for assistance in this regard.

• 1. SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore requested to submit the PAN to the Depository Participant with whom they are maintaining the DEMAT account. Members holding shares in physical form can submit their copy of PAN to the Company.
• 1. Disclosure pursuant to Section 196(4) of Act, Regulation 36(3) of the SEBI Listing Regulations, and Secretarial Standard-2 of ICSI, with respect to Directors seeking appointment/ re-appointment in the forthcoming Annual General Meeting is annexed.
• 1. SEBI and Ministry of Corporate Affairs encourages paperless communication as a contribution to Green environment. Members holding shares in physical mode are requested to register their e-mail id with the RTA for receiving all communications including annual reports, notices, circulars etc. from the Company electronically.

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

Item No. 4

Mr. Rajesh Bansal was re-appointed as the Whole-Time Director of the Company for a period of 3 years upto 9th August, 2021. In order that there is no break in histenure and considering his contribution to the Company, the Board of Directors at its meeting held on 30th June, 2021, on the recommendations of the Nomination and Remuneration Committee, have approved, subject to the approval of the Members, the re-appointment of Mr. RajeshBansalastheWhole-TimeDirectoroftheCompany w.e.f. 10th August, 2021 for a further period of 3 years on the terms and conditions including remuneration as contained in the Agreement dated 30th June, 2021. The material terms of appointment and remuneration as contained in the said Agreement dated 30th June, 2021 entered with Mr. Bansal, are given below:

• 1. Remuneration:
• a. Basic Salary in the range of ₹1,00,000 to 2,00,000 per month, as may be recommended by the Nomination and RemunerationCommittee from time to time and approved by the Board of Directors, subject to the same not exceeding the limits specified in Schedule V to the Companies Act, 2013, as amended.
• b. Perquisites and other benefits:

Besides the above salary, Mr. Bansal will be entitled to the perquisites and other benefits including HRA, Special Allowance, Gift Allowance, LTA, Contribution to Provident Fund, Gratuity as per Company's policy and direct payment by Company or reimbursement of expenses wholly and exclusively incurred for the business of the Company.

• 1. Other terms:
• a. The Whole-time Director, subject to the superintendence, control and direction of the Board of Directors of the Company, shall conduct and manage the business and affairs of the Company matters as specified in the Agreement.
• b. The Whole-time Director shall not be paid any sitting fees for attending the meeting of the Board of Directors.
• c. The Whole-Time Director shall be liable to retire by rotation and his re-appointment at the Annual General Meeting as a Director retiring by rotation would not constitute a break in his appointment as Whole-time Director.
• d. This agreement can be terminated by either party by giving three months' prior notice in writing.

Additional information in respect of Mr. Bansal pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meetings (SS-2), is given as Annexure to this Notice.

Mr. Bansalsatisfies all conditionssetoutinsub-section (3) of Section 196 and Part-I of Schedule V of the Companies Act, 2013 for being eligible for this re-appointment. He is not disqualified from being appointed as Director in terms of Section 164 of the Act. Your Directors believe that continued association of Mr. Bansal would be immensely beneficial to the Company and hence recommends the Resolution at item no. 4 of this Notice for your approval.

Copy of the Agreement dated 30th June, 2021 referred above shall be open for inspection by the Members in electronic mode. Members can inspect the same by sending an email to infra@emamirealty.com upto the date of AGM.

Except Mr. Bansal and his relatives, none of the Directors or Key Managerial Personnel of the Company and their relatives, are concerned or interested, financially or otherwise, in the Resolution.

Item No. 5

Upon recommendation of the Audit Committee, the Board of Directors in its meeting held on 9th September, 2020, has appointed M/s. V. K. Jain & Co., Cost Accountants (Firm Registration No 00049), as Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the financial years 2020-21 at a remuneration of ₹ 20,000/- (Rupees Twenty Thousand only), exclusive of applicable taxes and out of pocket expenses. Subsequently, the Board of Directors in its meeting held on 6th September, 2021, has re-appointed M/s. V. K. Jain & Co., Cost Accountants (Firm Registration No 00049), as Cost Auditors of the Company, to conduct the audit of the cost records of the Company for the financial year 2021-22 on the same remuneration. As per the provisions of Section 148 of the Companies Act, 2013 and the Rules made thereunder, the remuneration to be paid to the cost auditors is subject to ratification by the members of the Company.

Accordingly, your Directors seek your approval to the resolution at item no. 5 by way of an ordinary resolution, for ratification of payment of remuneration to the Cost Auditors for Financial years 2020-21 and 2021-22.

None of the Directors or Key Managerial Personnel of the Company and their relatives, are concerned or interested, financially or otherwise in this Resolution.

Item No. 6

The Company in the ordinary course of its business is required to borrow from time to time by way of loans, issue of debentures (secured or unsecured)/bonds and/

or other debt instruments on private placement basis. The inter-mix of borrowings by the Company depends upon the market conditions, cost of funds, tenor and security available, etc.

In order to augment resources for general corporate purposes, the Company may offer or invite subscription for NCDs, in one or more tranches on private placement basis, on such terms and conditions including the price, coupon, premium / discount, tenor etc., as may be determined by the Board of Directors (or any other person authorized by the Board of Directors), at the prevailing market condition, within the overall borrowing limits of the Company, as may be approved by the Members from time to time.

In terms of applicable provisions of the Act and rules framed thereunder, the Company can issue securities on a private placement basis subject to the condition that the proposed offer of securities or invitation to subscribe to securities has been previously approved by the Members of the Company by means of a Special Resolution, for each of the offers or invitations. In case of an offer or invitation for NCDs, it would be sufficient if the Company passes Special Resolution only once in a year for all offer(s) or invitation(s) for such NCDs issued on a private placement basis during the year which shall be within the limit of which the approval being sought.

Consent of the Members is therefore, sought in connection with the aforesaid issue of NCDs including but not limited to subordinated debentures, bonds etc. on private placement basis redeemable at par or premium, as the case may be, within the overall borrowing limits as approved by the Members from time to time, in one or more tranches, during a period of one year from the date of passing of this resolution.

The Directors recommend the resolution for members' approval as a Special Resolution.

None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested, financially or otherwise in this Resolution.

By Order of the Board For Emami Realty Limited

Payel Agarwal Place: Kolkata Company Secretary Date: 6th September, 2021 ICSI Membership No. A22418

DETAILS OF DIRECTORS PURSUANT TO REGULATION 36(3) OF THE LISTING REGULATIONS AND SECRETARIAL STANDARD 2 ON GENERAL MEETINGS

Name of the Director	Mr. Rajesh Bansal
DIN	00645035
Date of Birth	3rd September, 1962
Age (in years)	59
Educational Qualification	B.Com (Hons)
Experience (includingexpertise in specificfunctional areas)/ Briefresume	He has over two decades of rich experience in the Real Estate Industry and is amember of Bundelkhand Chamber of Commerce since 4 years and plays a key role inthe Emami Group in development of the project namely "Emami Nature" at Khailar,Jhansi which is spread over 100 acres of land. He has been instrumental in acquisitionof approximately around 1200-1300 Acres of land in Jhansi of Uttar Pradesh andIndore/ Khajuraha/ Oreha/ Guna of Madhya Pradesh for Emami Group.
Date of first appointmenton the Board	22nd July, 2016
Terms and Conditionsof Appointment/ Reappointment	Proposed to be re-appointed as the Whole-time Director for a period of 3 years as perNotice convening the 13th AGM read with explanatory statement thereto
Last drawn remuneration	Refer Corporate Governance Report section of the Annual Report 2020-21
Details of Remunerationsought to be paid	Refer to the Explanatory Statement above
Shareholding in theCompany	NIL
Number of meetings ofthe Board attended duringthe financial year	Refer Corporate Governance Report section of the Annual Report 2020-21
Directorships in othercompanies	ListedNoneUnlisted1. Philipose Resorts Private Limited2. Muskan Infrabuild Private Limited3. S N Industries Private Limited4. Dev Infracity Private Limited5. Raj Infraproperties Private Limited6. Vibu Infraproperties Private Limited
Membership/Chairmanship ofCommittees of the Boardsof other Companies	None
Disclosure of relationshipbetween directors inter-se	None

Disclosures as required under Section II, Part II of the Schedule V of the Companies Act, 2013 in respect of Item No. 4 is stated herein below:

I. General information:

1	Nature of Industry: Real Estate Development
2	Date or expected date of commencement of commercial production: The Company was incorporated onJanuary 04, 2008 as a private limited company. The Company had since commenced the business
3	In case of new companies, expected date of commencement of activities as per project approved by financialinstitutions appearing in the prospectus: Not Applicable
4	The financial performance of the Company during the preceding three financial years is as under:

			(₹ in Lakhs)
Particulars	2020-21	2019-20 (restated)	2018-19
Total Income	33,230	1,02,645	19,532
Total Expense	32,359	1,29,133	19,330
Profit/(Loss) before tax	871	(7,297)	202
Profit/(Loss) after tax	288	(4,891)	73

5 Foreign investments or collaborators, if any: NA

II. Information about the appointee: Mr. Rajesh Bansal

1	Background details:
		Mr. Rajesh Bansal is a B.Com (Hons) from Bundelkand University, Jhansi. Mr. Bansal has over 2 decades of richexperience in Real Estate Industry. He is a member of Bundelkhand Chamber of Commerce since 7 years.
2	Past remuneration:During the Financial Year 2020-21, Mr. Rajesh Bansal received ₹ 21.33 Lakhs as the Whole-time Director of theCompany
3	Recognition or awards: None
4	Job profile and his suitability:Mr. Bansal plays a key role in development of Company's project namely "Emami Nature" at Khailar, Jhansi whichis spread over 100 acres of land. The Company derives a lot of benefit from his expertise and experience in realestate business particularly in relation to purchase of land in various states.
5		Remuneration proposed: As set out in the Explanatory Statement
6	Comparative remuneration profile with respect to industry, size of the company, profile of the position andperson: The remuneration to be paid to Mr. Bansal is in line with remuneration paid by other companies, keepingin view his job profile, the size of operations and complexity of business of the Company.
7	Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, ifany: Apart from receiving remuneration as stated above, he has no pecuniary relationship with the Company.Mr. Bansal is not related to any Director of the Company.
II.	Other Information:
1	Reasons of loss orinadequate profits	The global economies were facing a synchronized slowdown due to the outbreak ofCOVID-19 which also has had a significant impact on the entire Indian real-estate sector.Also, as per applicable accounting framework for real estate sector, revenue and profitshall be recognized according to project completion method. The profit of the Companywill be largely dependent on the completion of project / phase rather on sale of unitsin the current financial year. In view of the above factors, including prevailing marketconditions, it is possible that the Company may not have sufficient operating profits forthe purposes of payment of remuneration to the directors.

2	Stepstakenor	While the industry at large may be adversely impacted by this pandemic and the resultant
	proposed to be taken	slowdown during the recovery phase, the Company's healthy balance sheet and project
	for improvement and	pipeline will help maintain operational momentum in the quarters ahead. The Company
	expectedincrease	will do everything possible to ensure that it comes out of this crisis stronger and well
	in productivity and	positioned to continue to grow its market share and set itself up for significant earnings
	profits in measurable	growth in the years ahead. The Company remains positive about the long-term direction
	terms	of the sector on back of higher consumer confidence and increasing affordability due to
		declining interest rates and stagnant real estate prices.

III. Disclosures:

1 Remuneration package of the managerial personnel: As set out in the Explanatory Statement

2 Disclosures to be mentioned in the Board of Director's Report under the head "Corporate Governance", if any, attached to the Annual Report: Attached with the Director's Report.

Disclosure as required under Section II, Part II of the Schedule V of the Companies Act, 2013 w.r.t. Item No. 5 of Notice dated 30th June, 2020 of the 12th Annual General Meeting, is stated herein below:

II. Information about the appointee: Mr. Girija Kumar Choudhary*

1	Background details:Mr. Choudhary is a B.Com (Hons) Gold Medallist and a Fellow member of the Institute of Chartered Accountantsof India (ICAI). He was born on January 05, 1962. He has an experience of over three decades in the industryand profession. He joined in the Realty vertical of Emami Group as the CFO in 2006. Mr. Choudhary is a memberof the ICC Real Estate Expert Committee of Indian Chamber of Commerce and also, a member of the StandingCommittee on Indirect Taxes of MCC Chambers of Commerce & Industry.
2	Past remuneration:During the Financial Year 2019-20, Mr. Girija Kumar Choudhary received ₹ 167.48 Lakhs as the Whole-timeDirector & CFO of the Company.
3	Recognition or awards: None
4	Job profile and his suitability:The role of Mr. Choudhary as the Whole-time Director & CFO of the Company included overall responsibility forthe growth and day to day business activity of the Company.
5	Remuneration proposed: As contained in the Explanatory Statement of the Notice dated 30th June, 2020, of the12th Annual General Meeting
6	Comparative remuneration profile with respect to industry, size of the company, profile of the position andperson: The remuneration to be paid to Mr. Choudhary is in line with remuneration paid by other companies,keeping in view his job profile, the size of operations and complexity of business of the Company.
7	Pecuniary relationship directly or indirectly with the company, or relationship with the managerial personnel, ifany: Apart from receiving remuneration as stated above, he has no pecuniary relationship with the Company.Mr. Choudhary is not related to any Director of the Company.

* Mr. Girija Kumar Choudhary resigned from the directorship of the Company w.e.f. 1st August, 2020