Indian Infotech And Software Ltd. — Proxy Solicitation & Information Statement 2022

Nov 30, 2022

CIN-L70100MH1982PLC027198 www.indianinfotechandsoftwareltd.in

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Date: 30[th] November, 2022

To, Bombay Stock Exchange Ltd. Department of Corporate Services, Listing Compliance,Floor 25, P J Towers, Dalal Street,Mumbai-400 001

Sub: Postal Ballot Notice —Compliance under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Script ID: 509051

Dear Sir,

The Board of Directors at their meeting held on 7[th] November, 2022 had inter alia approved the Postal Ballot Notice ("Notice") for seeking approval of shareholders of the Company for businesses as specified therein. In terms of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 please find enclosed copy of Postal Ballot Notice together with the Explanatory Statement of the Company whose names appear on the Register of Members/ List of Beneficial Owners as on Friday, 4[th] November, 2022. The Company has engaged the services of NSDL for the purpose of providing e-voting facility to members.

Further, kindly note the schedule of events for Postal Ballot and/or E-voting as under:

Sr. no.	Activity	Date
1.	Cut-off date (Benpos) Date for Sending Notice to shareholders	On or before 4thNovember, 2022
2.	Voting start date and time	01 December, 2022 (Thursday) 9:00 A.M.
3.	Voting end date and time	30th December, 2022 (Friday) 5:00 P.M.
4.	Scrutinizer Report & Declaration of Results	On or before Two Working Days from the date of completion of Postal Ballot E-voting

The said Postal Ballot Notice along and further details may also be accessed on the Company‘s website, viz.,www.indianinfotechandsoftwareltd.in.

The above is for your information and records.

Thanking You, Yours Faithfully For, Indian Infotech and Software Limited

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Manish Badola Managing Director DIN:05016172

Regd Off: 110, 1[ST] Floor, Golden Chamber Pre CO-OP Soc Ltd. New Link Road Andheri (W) Mumbai 400053 Email ID: indianinfotechsoftware@yahoo.com; Website: https://indianinfotechandsoftwareltd.in Tel. No. 022 - 49601435

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CIN - L70100MH1982PLC027198

Regd. Off.: 110, 1[st] Floor, Golden Chambers Pre Co-Op Soc. Ltd. New Link Road, Andheri (W), Mumbai – 400053 Website: www.indianinfotechandsoftwareltd.in; Email: indianinfotechsoftware@yahoo.com Tel. No. 022-49601435

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of Companies Act, 2013 and read with the Companies (Management and Administration) Rules, 2014)

Dear Member(s),

Notice is hereby given pursuant to the provisions of Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013 (“Companies Act”), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014(“Rules”), (including any statutory modification or re-enactment thereof, for the time being in force), Secretarial Standard on General Meetings(“SS-2”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and other applicable laws and regulations, it is proposed to seek the consent of the members (“Members”) of M/s. Indian Infotech And Software Limited (“Company”), for the resolutions appended below, through Remote Electronic Voting (“e-voting”)mode only.

An Explanatory Statement pursuant to Section 102 of the Act and other applicable provisions of the Act, pertaining to the resolution setting out the material facts and the reasons thereof. The Board of Directors (“Board) in its meeting held on 7[th] November, 2022 has appointed M/s. Brajesh Gupta and Co, Practicing Company Secretaries (M. No. ACS-33070), as the Scrutinizer for conducting the Postal Ballot through e-voting process in a fair and transparent manner.

Section 110 of the Act and the Rules provide for passing of resolutions by postal ballot. In terms of said Section of the Act and the Rules, a company may, and in case of resolutions relating to such business as the Central Government may, by notification, declare to be conducted only by postal ballot, shall, get any resolution (other than ordinary business and any business in respect of which directors or auditors have right to be heard at any meeting) passed by means of postal ballot, instead of transacting the business in general meeting of the Company.

Further, in terms of the circulars issued by the Ministry of Corporate Affairs (“MCA”) vide its General Circular No. 14/2020 dated April 08, 2020 and General Circular No. 17/2020 dated April 13, 2020 read with General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated 31st December, 2020 and General Circular No. 10/2021 dated 23rd June, 2021 read with other relevant circulars, including General Circular No. 20/2021 dated December 8, 2021, issued by the Ministry of Corporate Affairs (“MCA Circulars”) in view of the current extraordinary circumstances due to COVID-19 pandemic requiring social distancing, had advised companies to take all decisions requiring members’ approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot (e-voting) in accordance with the provisions of the Act and rules made thereunder, without holding a general meeting that requires physical presence of members at a common venue and therefore to transact the items as set out in this Postal Ballot Notice and seek approval of Members by way of Ordinary Resolution(s), through voting by electronic means (remote e-voting) only.

The MCA has clarified that for Companies that are required to provide E-voting facility under the Companies Act, while they are transacting any business(es) only by Postal Ballot up to December 31, 2022, the requirements provided in Rule 20 of the Rules as well as the framework provided in the MCA Circulars will be applicable mutatis mutandis. In compliance with the provisions of the Companies Act, SEBI Listing Regulations and the MCA Circulars, the Postal Ballot through remote e-voting is being initiated to transact business(es) as set out in this Notice. The Company has engaged National Securities Depository Limited (NSDL) for facilitating the remote e-voting system. The remote e-voting period commences on 1[st] December, 2022 (9.00 a.m. IST) Thursday, and ends on 30[th] December, 2022 (5.00 p.m. IST) Friday. The cut-off date for the purpose of determining eligibility of members for voting has been fixed as Friday, 4[th] November, 2022 (“cut-off date”). In compliance with the aforesaid MCA Circulars, the Postal Ballot Notice will be sent to the Members through email as per the exemptions granted by ministry in its circulars from time to time. Notice of the Postal Ballot is being sent only through electronic mode to those Members holding shares either in physical form or dematerialized form as on the cut-off date i.e. Friday, 4[th] November, 2022 and whose email addresses are registered with the Company/ Depositories and in the records of RTA. Members may note that the Notice of the Postal Ballot will also be available on the Company’s website www.indianinfotechandsoftwareltd.in, websites

of the Stock Exchange i.e. BSE Limited at www.bseindia.com, and on the website of National Securities Depository Limited (NSDL) i.e. at www.evoting.nsdl.com members are requested to read carefully the instructions for remote e-voting given in the Notes forming part of this Notice.

The draft resolutions proposed to be passed by way of Postal Ballot and the Explanatory Statement setting out the material facts concerning the said resolution and the reasons thereof, are annexed hereto for your consideration.

In compliance with the requirements of the MCA Circulars, Members are required to communicate their assent or dissent through the remote e-voting system only. You are requested to carefully read all the instructions given in the Notes. The Scrutinizer shall submit his report to the Chairman of the Company after completion of scrutiny of the e-voting on or before two working days from the completion of postal Ballot E-voting and, the results of the voting shall be declared by the Chairman of the Company on or before 3[rd] January, 2023, at Company’s Registered Office. The results along with the Scrutinizer’s Report will be placed on the Company’s website i.e. www.indianinfotechandsoftwareltd.in and on the e-voting system link of National Securities Depository Limited (NSDL) i.e. at www.evoting.nsdl.com . The same shall simultaneously be communicated to the BSE Ltd., on which the shares of the Company are listed.

The last day of E-voting for postal ballot through electronic voting i.e. 30[th] December, 2022 will be considered to be the date of passing of the resolution stated and transacted through Postal Ballot process (Electronic Voting mode).

RESOLUTION

ITEM NO.: 1

INCREASE IN AUTHORIZED SHARE CAPITAL OF THE COMPANY:

To consider and if thought fit, to pass with or without modification, if any, the following resolution as an Ordinary resolution .

“ RESOLVED THAT pursuant to provisions of Section 61(1)(a) of the Companies Act, 2013, the Authorized Share Capital of the company be and is hereby increased from Rs. 1,27,00,00,000/- (One Hundred and Twenty-Seven Crores only) divided into 1,27,00,00,000 (One Hundred and Twenty-Seven Crores) Equity Shares of Re. 1 /-(One) each to Rs. 2,30,00,00,000- (Two hundred Thirty Crores only) divided into 2,30,00,00,000 (Two hundred Thirty Crores) equity shares of Re. 1/- (One only) by addition of Rs.1,03,00,00,000 (Rupees One Hundred and Three Crores) divided in to 1,03,00,00,000 (One Hundred and Three Crores) Equity Shares of Face Value of Re. 1/- (One only) each.

RESOLVED FURTHER THAT any of the Directors of the company be and is hereby authorized to sign all such deeds, acts, matters and things necessary to give effect to the above resolution including signing and filing the necessary forms with the registrar of companies in order to give effect to the above resolution including filling of all the necessary e-forms with the office of Registrar of Companies Mumbai.

ITEM NO.: 2

ALTERATION OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY:

To consider and if thought fit, to pass with or without modification, if any, the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of section 13 and all other applicable provisions, if any, of the Companies Act, 2013 (including any Statutory modification or re-enactment thereof for the time being in force), the existing Clause V of the Memorandum of Association of the Company be and is hereby substituted by the following:

V. "The Authorized Share Capital of the Company is Rs. 2,30,00,00,000- (Two hundred Thirty Crores only) divided into 2,30,00,00,000 (Two hundred Thirty Crores) equity shares of Re. 1/- (One only).”

“RESOLVED FURTHER THAT any of the director of the company be and is hereby authorized to do all such deeds, acts, matters and things necessary to give effect to the above resolution including signing and filing the

necessary forms with the registrar of companies in order to give effect to the above resolution including filling of all the necessary e-forms with the office of Registrar of Companies Mumbai.”

By Order of the Board of Directors For Indian Infotech and Software Limited

Sd/Manish Badola Managing Director DIN: 05016172

Date: 07-11-2022 Place: Mumbai

Notes:

1. In terms of Section 102 and other applicable provisions of the Companies Act, 2013 read together with rules and Secretarial Standard on General Meetings (SS-2), an explanatory statement setting out the material facts concerning special business to be transacted by way of Postal Ballot process (Through Electronic E-voting System Only) is annexed and forms part of this Notice.

2. In compliance with the MCA Circulars, the hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the Members. Notice of the Postal Ballot is being sent only through electronic mode to those Members holding shares either in physical form or dematerialsed form as on Friday, 4[th] November, 2022 (“cut-off date”) and whose email addresses are registered with the Company/ Depositories viz. National Securities Depository Limited (“NSDL”)/ Central Depository Services (India) Limited (“CDSL”). Members who have not registered their email id may do so by sending the details of name of the registered shareholder(s), folio number, DP ID / Client ID and no. of equity shares held, to the company @ indianinfotechsoftware@yahoo.com; Tel. No. 022-49601435 or Registrar and Share Transfer Agent of the Company i.e., M/s Link in time India Pvt. Ltd, at their address: C-101, 247 Park, L.B.S. Marg, Vikhroli West, Mumbai – 400083, Email Id mumbai@linkintime.co.in ;Tel. no. 022 – 4918 6060.

3. Each Member’s voting rights shall be in proportion to their share of the Paid-Up Equity Share Capital of the Company as on cut-off date i.e. 4[th] November, 2022, which will only be considered for voting.

4. Only a member holding Equity shares as on the Cut-off Date is entitled to exercise his/her vote through remote e-voting facility only and a person who is not a member as on the aforesaid date should treat this Notice for information purposes only.

5. The E-voting will remain open for the Members for exercising their voting from Thursday 1[st] December, 2022 (9.00 a.m.) (IST) and will end on Friday, 30[th] December, 2022 (5.00 p.m.) (IST) both days inclusive. During this period members of the Company, holding shares either in physical form or in dematerialized form, as on the cutoff date i.e. Friday, 4[th] November, 2022 may cast their vote electronically. The e-voting module shall be disabled by 5:00 P.M. on Friday, 30[th] December, 2022 for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

6. All the documents referred to in this Notice and the Statement pursuant to Section 102 of the Companies Act, 2013, will be posted on the Company’s website on or before 30[th] November, 2022 to facilitate online inspection up to the last date for exercising the voting.

7. M/s Brajesh Gupta & Co., Practicing Company Secretary, has been appointed by Board of Directors in its meeting held on 7[th] November, 2022 as the scrutinizer to scrutinize the E-voting process of postal ballot, in a fair and transparent manner.

8. The Notice shall also be uploaded on the Company’s website at - www.Indianinfotechandsoftwareltd.com, on the website of BSE limited at www.bseindia.com , and on NSDL E-Voting link at www.evoting.nsdl.com .

9. As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with MCA Circulars and the listing regulations, the details pertaining to the postal ballot events and information shall be published in one English national daily newspaper circulating throughout India (in English language) and one Marathi daily newspaper circulating in Mumbai (in vernacular language, i.e. Marathi).

10. All the documents referred to in the explanatory statement will be available for inspection through online mode (Email) on all working days from the date of dispatch till the last day of E-voting. However, last day of E-voting

will be Friday, 30[th] December, 2022 hence inspection will be allowed till Thursday, 29[th] December, 2022.

1. The scrutinizer will submit his Report to Chairman after completion of the Scrutiny on or before two working days from the date of completion of Postal Ballot E-voting and the results of the voting will be announced by the Chairman on or before 5:00 P.M. on Tuesday, 3[rd] January, 2023 and will also be displayed on the Company website www.Indianinfotechandsoftwareltd.in and communicated to the Stock Exchanges (BSE Ltd.), Depository, the Registrar and Share Transfer Agent.

2. The Scrutinizer’s decision on the validity of the Votes (through E-voting mode only) on Postal Ballot process shall be final.

3. The results of the postal ballot will be declared not later than two working days i.e. Tuesday, 3[rd] January, 2023 of conclusion of remote e-voting i.e. Friday, 30[th] December, 2022. The results declared along with the report of the Scrutinizer shall be placed on the website of the Company viz., www.Indianinfotechandsoftwareltd.in and on the e-voting system link of National Securities Depository Limited (NSDL) i.e. at www.evoting.nsdl.com immediately after the declaration of result by the Chairman or a person authorized by him in writing. The results shall also be immediately forwarded to the stock exchange where the Company’s shares are listed.

4. The resolutions, if passed by the requisite majority, shall be deemed to have been passed on the last date specified by the Company for remote e-voting i.e. Friday, 30[th ] December, 2022. Further, resolutions passed by the Members through remote e-voting are deemed to have been passed effectively at a general meeting.

5. Any query/grievance with respect to voting on above Postal Ballot may please be addressed to Mr. Mushahid Khan, Company Secretary & Compliance Officer at: Email id: indianinfotechsoftware@yahoo.com , phone no. 02249601435 or to the Registrar and Transfer Agent, M/s Link in time India Pvt. Ltd, at their address: C-101, 247 Park, L.B.S. Marg, Vikhroli West, Mumbai – 400083; Email Id mumbai@linkintime.co.in ;Tel. no. 022 – 4918 6060.

Instructions for E-Voting:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e- Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name ore- Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 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 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 ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

The e-voting period commences on Thursday 1[st] December, 2022 9:00 a.m. (IST) and will end on Friday, 30[th] December, 2022 5:00 p.m. (IST). The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by a member, it will not be allowed to change it.

E-voting Instructions:

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

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

- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode in terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Individual Shareholders holding securities in demat mode with CDSL

Existing users who have opted for Easi / Easiest, they can login through their 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 orwww.cdslindia.comand click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e-Votingis inprogress.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the 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 above mentioned website.

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

**Login type **	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

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 helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

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

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

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, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

Your User ID details are given below:

our User ID details aregiven below:
Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 thenyour user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 119848 then user ID is 119848001

Password details for shareholders other than Individual shareholders are given below:

If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

How to retrieve your ‘initial password’?

If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

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

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

If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. Now, you will have to click on “Login” button.

After you click on the “Login” button, Home page of e-Voting will open.

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

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

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

2. Select “EVEN - 122994” of company for which you wish to cast your vote during the remote e-Voting period.

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

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

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

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

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

General Guidelines for shareholders

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

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Sarita Mote (Assistant Manager) at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to indianinfotechsoftware@yahoo.com;

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to indianinfotechsoftware@yahoo.com; .If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method -

explained at step 1 (A ) i.e. Login method for e Voting for Individual shareholders holding securities in demat mode .

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

2. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

EXPLANATARY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND RULES RELATED THERE TO:

ITEM NO.: 1 & 2

INCREASE IN AUTHORIZED SHARE CAPITAL & ALTERATION IN CAPITAL CLAUSE OF MOA OF THE COMPANY:

The present Authorised share Capital of the Company is Rs. 127 ,00,00,000(One Hundred Twenty- Seven Crores only) comprising of 1,27,00,00,000 Equity Shares of Re. 1/- (One)each.

Considering the increase in Requirement of Funds, the Board at its Meeting held on 7[th] November, 2022, had accorded its approval for increasing the Authorised Share Capital from Rs. 1,27,00,00,000(One Hundred Twenty- Seven crore only) to Rs. 2,30,00,00,000- (Two hundred Thirty Crores only) divided into 2,30,00,00,000 (Two hundred Thirty Crores) equity shares of Re. 1/- (One only) ranking pari-passu with the existing Equity Shares in all respects as per the Memorandum and Articles of Association of the Company, subject to Shareholders approval.

Consequently, Clause V of the Memorandum of Association would also require alteration so as to reflect the changed Authorized Share Capital.

The proposal for increase in Authorised Share Capital and amendment of Memorandum of Association of the Company requires approval of members at a general meeting.

None of the Directors or Key Managerial Personnel of the Company or their respective relatives, are in any way concerned or interested, financially or otherwise in the said resolution.

The consent of the members is, therefore, being sought for passing the aforesaid resolution of the notice as an Ordinary Resolution.

By Order of the Board of Directors For Indian Infotech and Software Limited

Sd/Manish Badola Director DIN: 05016172

Date: 07-11-2022 Place: Mumbai