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EQUIPPP SOCIAL IMPACT TECHNOLOGIES LIMITED Proxy Solicitation & Information Statement 2022

Oct 3, 2022

60695_rns_2022-10-03_4068875e-fdee-424a-8f03-7f119c173b8c.pdf

Proxy Solicitation & Information Statement

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Digitally signed by P V KARTHIK P V KARTHIK Date: 2022.10.03 13:33:06 +05'30'

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POSTAL BALLOT NOTICE

To the members of the Company,

Notice is hereby given that the resolutions set out below are proposed to be passed by the members of Equippp Social Impact Technologies Limited(“the Company”) by means of Postal Ballot, only by way of remote e-voting process (“e-voting”), pursuant to Section 110 of the Companies Act, 2013 (“the Act”), Rule 20, 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 20/2021 dated December 8, 2021, MCA Circular dated 05th May 2022 issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations (including any statutory modification or re-enactment thereof for the time being in force and as amended from time to time.

The Statement pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is annexed hereto.

The Board of Directors has appointed Mr. Balaramakrishna Desina, Practicing Company Secretary (FCS 8168| CP 22414), as Scrutinizer for conducting the Postal Ballot, through the e-voting process, in a fair and transparent manner. The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.

The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) for the purpose of providing remote e-voting facility to all its members.

In accordance with the MCA Circulars, members can vote only through the remote e-voting process. Accordingly, the Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically. Members are requested to read the instructions in the Notes in this Postal Ballot Notice so as to cast their vote electronically not later than 5:00 p.m. IST on Friday, 04[th] ,November 2022 (the last day to cast vote electronically) to be eligible for being considered.

The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman of the Company or any person authorized by him. The results of the Postal Ballot/e-voting along with Scrutinizer’s Report shall be displayed on the Company’s website www.equippp.in, on the website of CDSL at www.evotingindia.com, and shall also be communicated to the stock exchanges on which the shares of the Company are listed i.e BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, within two (2) working days from the conclusion of remote e-voting i.e on or before Tuesday 08[th] November, 2022.

8th Floor, Western Pearl Building, Hitech City Road, Kondapur, Hyderabad - 500081, Telangana, India. | 040-29882855 | [email protected] | www.equippp.in CIN: L72100TG2002PLC039113

RESOLUTION(S):

ITEM NO.1

Ratification for continuation of Dr. Mohan Kaul (DIN: 02613732) as Non-Executive Director of the Company.

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

“RESOLVED THAT pursuant to the provisions of Regulation 17 (1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, applicable provisions of Companies Act, 2013 read with rules made thereunder and Memorandum of Association and Articles of Association of the Company, the members of the Company hereby approve and ratify the continuation of Dr. Mohan Kaul (DIN: 02613732) as a Non-Executive Non- Independent Director of the Company, who shall be liable to retire by rotation, notwithstanding the age above 75 years.

RESOLVED FURTHER THAT the Board of Directors 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.”

ITEM NO.2

Appointment of Mr. Rajnikanth Ivaturi (DIN: 08298292) as an Independent Director of the Company

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

“RESOLVED THAT pursuant to Section 149, 152 and other applicable provisions of Companies Act 2013 (‘Act’) and the rules made thereunder read with Schedule IV of the Act, Reg. 17(A) and other applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications or re-enactment thereof and rules made thereunder, for the time being in force), Mr. Rajnikanth Ivaturi (DIN: 08298292), who was appointed as an Additional Director in the category of Independent Director based on the recommendation of Nomination and Remuneration Committee and who holds office up to the maximum period of 3 months of appointment subject to the approval of the members in the ensuing General Meeting, be and is hereby appointed as an Independent Director, not liable to retire by rotation and to hold office for a term of 5 (five) consecutive years hereon.

ITEM NO.3

Appointment of Ms. Alekya Boora (DIN: 08703918) as an Independent Director of the Company

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

“RESOLVED THAT pursuant to Section 149, 152 and other applicable provisions of Companies Act 2013 (‘Act’) and the rules made thereunder read with Schedule IV of the Act and Reg. 17(A) and other applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modifications or re-enactment thereof and rules made thereunder, for the time being in force), Ms. Alekya Boora (DIN: 08703918), who was appointed as an Additional Director in the category of Independent Director based on the recommendation of Nomination and Remuneration Committee and who holds office up to the maximum period of 3 months of appointment subject to the approval of the members in the ensuing General Meeting, be and is hereby appointed as an Independent Director, not liable to retire by rotation and to hold office for a term of 5 (five) consecutive years hereon.

By Order of the Board For Equippp Social Impact Technologies Limited

Sd/CS Karthik V Potharaju Company Secretary and Compliance Officer M.no: A53054

Place: Hyderabad Date: 15.09.2022

NOTES:

  1. A Statement pursuant to Section 102(1) of the Act read with the Rules, setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is attached.

  2. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members / List of Beneficial Owners as on Saturday, 24[th] September 2022 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company/RTA/Depositories.

  3. This Postal Ballot Notice will also be available on the Company's website at www.equippp.in, websites of the Stock Exchanges,that is, BSE Limited and National Stock Exchange of India

Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of CDSL at www.evotingindia.com.

  1. In compliance with the provisions of Sections 108 and 110 of the Act and the Rules made thereunder, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”), MCA Circulars and SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in relation to e-voting Facility provided by Listed Entities, SS-2 and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services of CDSL to provide remote e-voting facility to its Members. The instructions for e-voting are provided as part of this Postal Ballot Notice which the members are requested to read carefully before casting their vote.

  2. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on Cut-off date.

  3. The vote in this Postal Ballot cannot be exercised through proxy.

  4. Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members / List of Beneficial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-voting. A person who becomes a member after the Cut-Off Date should treat this notice for information purpose only. The remote e-voting period commences from 9.00 a.m.(IST) on Wednesday, 05[th] October, 2022 and ends at 5.00 p.m. (IST) on Friday, 04[th ] November, 2022 . The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by CDSL upon expiry of the aforesaid period. Once the vote on the resolution is cast by the Member, he/she shall not be allowed to change it subsequently.

  5. Institutional / Corporate Members shall be entitled to vote through their authorized representatives. Institutional / Corporate Members are requested to send a proof of authorisation (Board Resolution/Power of Attorney/Authority Letter etc.) in favour of their authorized representatives by sending an email to the Company at [email protected], not later than 5.00 p.m. on Friday, 04[th ] November, 2022 . Also, a scanned copy of the proof of authorisation, should be uploaded in PDF format in the CDSL e-Voting system for the scrutinizer to verify the same.

  6. The Resolution, if passed by requisite majority, will be deemed to have been passed on the last date of e-voting i.e. Friday, 04[th] November, 2022.

  7. The documents referred to in this Postal Ballot Notice and the Explanatory Statement will be available for inspection electronically until last date of remote e-voting. Members seeking to inspect the same can send an email from their registered email, to the Company at www.equippp.in.

INFORMATION AND INSTRUCTIONS RELATING TO E-VOTING

The manner of voting by (a) individual shareholders holding shares of the Company in demat mode, (b) Shareholders other than individuals, holding shares of the Company in demat mode and shareholders holding securities in physical mode and c) Shareholders who have not registered their e-mail address/mobile, is explained in the instructions given herein below :

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

  • Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

  • Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

(i) The voting period begins on Wednesday, 05[th] October, 2022 and ends on Friday 04[th] November, 2022 .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 Saturday, 24[th] September, 2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

(iii) In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

(iv) In terms of 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.

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

Type
of
Shareholders
Login Method
Individual
Shareholders
holding
securities in
Demat mode
with CDSL
Depository
1)
Users who have opted for CDSL Easi / Easiest facility, can login through their
existing user id and password. Option will be made available to reach e-
Voting page without any further authentication. The 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 icon and select New System Myeasi.
2)
After successful login the Easi / Easiest user will be able to see the e-Voting
option for eligible companies where the evoting is in progress as per the
information provided by company. On clicking the evoting option, the user
will be able to see e-Voting page of the e-Voting service provider for casting
your vote during the remote e-Voting period. Additionally, there is also links
provided to access the system of all e-Voting Service Providers 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 athttps://web.cdslindia.com/myeasi/Registration/EasiRegistration
4)
Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a e-Voting link available on
www.cdslindia.comhome page or click on -
5)
https://evoting.cdslindia.com/Evoting/EvotingLogin
The
system
will
authenticate the user by sending OTP on registered Mobile & Email as
recorded in the Demat Account. After successful authentication, user will be
able to see the e-Voting option where the evoting is in progress and also able
to directlyaccess the system of all e-VotingService Providers.
Individual
Shareholders
holding
securities in
demat mode
with NSDL
Depository
1)
If you are already registered for NSDL IDeAS facility, please visit the e-
Services website of NSDL. Open web browser by typing the following URL:
https://eservices.nsdl.com either on a Personal Computer or on a mobile.
Once the home page of e-Services is launched, click on the “Beneficial
Owner” icon under “Login” which is available under ‘IDeAS’ section. A new
screen will open. You will have to enter your User ID and Password. After
successful authentication, you will be able to see e-Voting services. Click on
“Access to e-Voting” under e-Voting services and you will be able to see e-
Voting page. Click on company name or e-Voting service provider name and
you will be re-directed to e-Voting service provider website for casting your
vote during the remote e-Voting period.
2)
If the user is 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
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 Verification Code as shown on the screen.
After successful authentication, you will be redirected to NSDL Depository
site wherein you can see e-Voting page. Click on company name or e-Voting
service provider name and you will be redirected to e-Voting service provider
website for casting your vote during the remote e-Voting period.
Individual
Shareholders
(holding
securities in
demat mode)
login
through their
Depository
Participants
(DP)
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 company name or e-Voting service provider name and you
will be redirected to e-Voting service provider website for casting your vote
during the remote e-Voting period.

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

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

Login type Help desk details
Individual Shareholders holding securities in
Demat mode with CDSL
Members facing any technical issue in login can
contact CDSL helpdesk by sending a request at
[email protected] contact at toll
free no. 1800 22 55 33
Individual Shareholders holding securities in
Demat mode with NSDL
Members facing any technical issue in login can
contact NSDL helpdesk by sending a request at
[email protected] or call at toll free no.: 1800 1020
990 and 1800 22 44 30
  • Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

  • (v) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.

  • 2) Click on “Shareholders” module.

  • 3) 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. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

  • 4) Next enter the Image Verification as displayed and Click on Login.

  • 5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

  • 6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding
shares in Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/RTA or
contact Company/RTA.
Dividend Bank
DetailsORDate of
Birth (DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
recorded in your demat account or in the company records in order to login.
If both the details are not recorded with the depository or company, please enter
the member id / folio number in the Dividend Bank details field.
  • (vi) After entering these details appropriately, click on “SUBMIT” tab.

  • (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders 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.

  • (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

  • (ix) Click on the EVSN of Equippp Social Impact Technologies Limited.

  • (x) 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.

  • (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

  • (xii) 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.

  • (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

  • (xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

  • (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  • (xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

  • (xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only .

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

  • The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

  • It is Mandatory that, 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 mandatory 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 the email address viz., [email protected] and to the Company at the email address viz; [email protected] (designated email address by company) , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to Company/RTA email id.

  2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

  3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 22 55 33

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. 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 [email protected] or call at toll free no. 1800 22 55 33

STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

ITEM NO.1

Dr. Mohan Kaul, 79 years, is Non-Executive non-Independent Director of the Company.

Dr. Mohan Kaul was appointed by the Board of Directors of the Company vide their meeting held on November 05, 2021 for a period of 5 years, liable to retire by rotation. His appointment was regularized by the members of the Company in the 29[th] Annual General Meeting of the Company held on December 31, 2021 vide passing of Ordinary Resolution as per the applicable provisions of the Companies Act, 2013. However, as per the provisions of Reg 17(1A) of the SEBI Listing Regulations, 2015, a Special Resolution is required to be passed by the members of the Company as he is more than 75 years of age. While the said Resolution was approved by 99% majority (thereby qualifying for a Special Resolution), but in the Notice dated 05.12.2021 convening the 29[th] AGM, the resolution type was erroneously passed as Ordinary Resolution, instead of Special Resolution. Thus, the Board of Directors at their Meeting held on September 15, 2022 put forth the proposal to seek shareholders’ ratification for continuation of Mr. Mohan Kaul via passing of Special Resolution.

The services provided by Dr. Mohan Kaul as a Non – Executive Director are exemplary and valuable for the Company in his tenure served to the Company so far.

Dr. Mohan Lal Kaul is Chairman of Commonwealth Inclusive Growth Services Ltd, Director of Commonwealth Inclusive Growth Foundation, Chairman of Pontaq UK-India Innovation Fund and key member of many other Boards.

Past roles include Director General of Commonwealth Business Council; Director and senior member of the Commonwealth Secretariat; United Nations adviser; Professor and Dean at the Indian Institute of Management (IIM), Ahmedabad; Member of the Board of Directors and Chair of Governance Committee of ICICI Bank (UK).

Dr. Kaul has authored a number of publications, including: An Outsider’s Inside View, 2000: From Problem to Solution: Commonwealth Strategies for Reform: Managing the Public Service, 1995, Management Reform in Government: A Review of International Practices and Strategies. He has a PhD. in Management Science awarded by the University of Paris-Sorbonne.

Considering his knowledge and excellence of work, the Board of Directors is of the opinion that for smooth and efficient running of the business, the services of Dr. Mohan Lal Kaul should be available to the Company.

Accordingly, the Board seeks member’s approval by way of Special Resolution for continuing Dr. Mohan Lal Kaul, as a Director of the company.

Except Dr. Mohan Lal Kaul, 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.1

ITEM NO.2

The board at its meeting held on 15.09.2022 appointed Mr. Rajnikanth Ivaturi was appointed as an Additional Director and designated as an Independent Director under Non-Executive category subject to approval of members.

Mr. Rajnikanth has over 22 years of experience working with large MNC's in Corporate Sustainability and Social Responsibility projects, for-profit & non-profit Organisations.

He served on CIIs National Committee for School Education and was instrumental in establishing United Way of Hyderabad.

Raj is currently the Managing Partner of M/s Purethnk LLP, a Boutique Architectural and Design Firm based in Hyderabad and has been associated with for Profit and Non-Profits like Aspire Circle, Soberbio Consulting, Literacy India and worked for 14 years with Big 4 Audit and Consulting Firm Deloitte in ESG and CSR roles.

The Board is of the view that the association of Mr. Rajnikanth would benefit the Company as he also possesses appropriate skills, expertise and competencies in the context of the Company’s businesses.

Accordingly, the Board seeks member’s approval for appointment of Mr. Rajnikanth Ivaturi, as an Independent Director of the company.

Except Mr. Rajnikanth Ivaturi, 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.2

ITEM NO.3

The board at its meeting held on 15.09.2022 appointed Ms. Alekhya Boora was appointed as an Additional Director and designated as an Independent Director under Non-Executive category subject to approval of members.

Alekhya Boora is an investment banker turned entrepreneur. She worked with multinational corporations like Price Waterhouse Coopers (PwC USA) and UBS Investment Bank. She handled multiple multimillion $ deals like strategic investments, LBOs, IPOs etc ranging from $ 30 million to $ 11 Billion during her investment banking stint in US.

She is passionate about start-ups and entrepreneurship. She worked with Health Tech, Clean Tech, SAAS Contech, D2C etc start-ups in various capacities and is an alumnus of IIT Madras. At present she is a Director in Ripsy Food Tech Private Limited and ONE21 HEALTHTECH Private Limited.

Accordingly, the Board seeks members approval for appointment of Ms. Alekhya Boora, as an Independent Director of the company.

Except Ms. Alekhya Boora, 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.3