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Innovana Thinklabs Limited Proxy Solicitation & Information Statement 2025

Jan 15, 2025

61243_rns_2025-01-15_62c8646a-e1bb-44ae-be12-fbbd456ac199.pdf

Proxy Solicitation & Information Statement

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January 15, 2025

innvana —— Thinklabs Limited ——

To The General Manager The General Manager Dalal Street. (East), Mumbai — 400051 Fort Mumbai — 400001 Symbol: INNOVANA Scrip Code: 544302

Department of Corporate Services, Department of Corporate Services, BSE Limited National Stock Exchange of India Limited Phiroze Jee Jee Bhoy Tower Exchange Plaza. Bandra Kural Complex, Bandra

Sub.: Notice for Postal Ballot of Innovana Thinklabs Limited ("Company")

Dear Sir/Madam,

We invite your attention to our letter dated January 13, 2025, please find enclosed the Postal Ballot Notice dated January 13, 2025 along with the Explanatory Statement pursuant to the applicable provisions of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, seeking approval of the Members of the Company on the Special Resolution forming part of the Notice.

In compliance with the provisions of the General Circular Nos. 14/2020 dated 8" April, 2020, 17/2020 dated 13" April, 2020, 20/2020 dated 5™ May, 2020, 22/2020 dated 15" June, 2020, 33/2020 dated 28" September, 2020, 39/2020 dated 31* December, 2020, 10/2021 dated 23 June, 2021, 20/2021 dated 8" December, 2021, 3/2022 dated 5" May, 2022 and 11/2022 dated December 28, 2022, and 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs, Government of India ("MCA Circulars™), this Notice is being sent only through electronic mode to all the members whose e-mail addresses are registered with the Company/Depositories and whose names appear in the Register of Members of the Company or Register of Beneficial Owners maintained by the Depositories as on Friday, January 10. 2025 ("Cut-off date™). Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot.

Members who have not registered their e-mail addresses and in consequence the remote e- voting notice could not be serviced, may temporarily get their e-mail address registered with the Company's RTA by following the procedure set out in the enclosed Postal Ballot Notice.

The Company has engaged the services of Central Depository Services (India) Limited ("CDSL") to provide remote e-voting facility to the Members. The remote c-voting period commences on Thursday, January 16, 2025 (9.00 a.m. IST) and end on Friday. February 14, 2025 (5.00 p.m. IST) (both days inclusive). The remote e-voting module shall be disabled by CDSL thereafter. The results declared, along with the Serutinizer's Report, shall be announced by the Chairman or such authorised person within the stipulated timelines.

Plot No. D-41, Patrakar Colony, Near Jawahar Nagar ,Moti Dungri Vistar Yojna, Raja Park, Jaipur - 302004 (Raj), INDIA

www.innovanathinklabs.com [email protected]

The Notice 0 being made available on the website of the Company at www.innovanathinklal Notice of Postal Ballot and on the website of CDSL at www.evoti dsl.com.

Please take a note of the same and oblige.

Thanking You,

Fog Innovana Thinklabs Limited jof Company ecretary & Com {i&.q Membership No-A50483 cory

www.innovanathinklabs.com [email protected]

INNOVANA THINKLABS LIMITED CIN: L72900RJ2015PLC047363

Registered office: Plot No. D-41, Patrakar Colony, Near Jawahar Nagar, Moti Dungri Vistar Yojna, Raja Park, Jaipur, Rajasthan-302004

Dear Member(s),

NOTICE is hereby given to the Members of Innovana Thinklabs Limited (the "Company"), pursuant to the provisions of Section 108 and 110 and other applicable provisions, if any, of the Companies Act 2013 (the "Act") read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) ("Rules™), Regulation 277 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations™), General Circular Nos. 14/2020 dated 8th April, 2020, 17/2020 dated 13th April, 2020, 20/2020 dated 5th May, 2020, 22/2020 dated 15th June, 2020, 33/2020 dated 28th September, 2020, 39/2020 dated 31st December, 2020, 10/2021 dated 23rd June, 2021, 20/2021 dated 8th December, 2021, 3/2022 dated 5th May, 2022 and 11/2022 dated December 28, 2022, and 09/2023 dated September 25, 2023, issued by the Ministry of Corporate Affairs, Government of India ("MCA Circulars"), Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the resolution set out below is proposed to be passed by the Members of the Company by means of Postal Ballot, only by way of remote e-voting ("remote e-voting™) process.

In compliance with the requirements of the MCA Circulars, the Postal Ballot Notice is being sent only through electronic mode to those shareholders whose email address is registered with M/S Skyline Financial Services Private Limited ("RTA"), the Company's Registrar and Share Transfer Agent, and / or the Depository Participant(s) and the hard copy of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the shareholders for this Postal Ballot and the shareholders are required to communicate their assent or dissent through the remote e-voting system only.

The proposed resolution and the Explanatory Statement pursuant to Section 102(1), 110 of the Act and any other applicable provisions of the Act, read with Rules framed thereunder; setting out the material facts and reasons thereof concerning the resolution mentioned in this Postal Ballot Notice ("Notice") is annexed hereto.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to remote e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for remote e-voting are appended to this Notice.

Pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014, the Board of Directors of the Company has appointed M/s. Abhishek Goswami & Co. (Firm Unique Code: S2019RJ714800), as the Scrutinizer for conducting the postal ballot (remote e-voting process) in a fair and transparent manner.

The scrutinizer will submit the report to the Chairman after the completion of scrutiny of votes recorded through remote e voting. The results of voting by means of remote e-voting and the Postal Ballot will be announced on or before Sunday, 16 February, 2025 at the Registered Office of the Company. The said result along with the Scrutinizer's Report would be displayed at the Registered Office of the Company and also by placing the same on the Company's website www.innovanathinklabs.com and communicated on the same day to stock exchange where the equity shares of the Company is listed, registrar and share transfer agent and remote e-voting agency.

Shareholders are requested to carefully read the instructions indicated in this Notice and communicate their assent (for) or dissent (against) through remote e-voting only. Shareholders are requested to follow the procedure as stated in the notes and instructions for casting of votes by remote e-voting.

The Company has engaged the services of Central Depository Services (India) Limited. (hereinafter referred to as "CDSL" or "Service Provider") for facilitating e-voting to enable the Members to cast their votes electronically instead of dispatching postal ballot forms. The postal ballot results will be submitted within 2 (Two) working days from conclusion of the remote evoting period to the stock exchanges in accordance with the SEBI Listing Regulations.

The remote e-voting facility is available at the link: www.evotingedsl.com from Thursday, 16 January, 2025 (09:00 A.M.) and will end on Friday, 14 February, 2025 (05:00 P.M.) (both days inclusive). Members are requested to carefully read the instructions while expressing their assent or dissent and cast vote via remote e-voting by not later than 5.00 P.M. on Friday, 14 February, 2025. The remote e-voting facility will be disabled by CDSL immediately thereafter and will not be allowed beyond the said date and time

Please refer to the instructions for casting votes by remote e-voting at the end of this Notice for the purpose and the manner in 'which remote e-voting has to be carried out. Only members entitled to vote (Refer to Point 2 of the Notes attached with this notice) are entitled to vote through the remote e-voting facility provided the Company through CDSL.

The proposed resolution, if approved, will be taken as having duly passed on the last date specified for remote e-voting by the requisite majority of Members by means of Postal Ballot i.e. Friday, 14 February, 2025.

By order of the Board of Directors, Innovana Thinklabs Limited Sd/- Vasu Ajay Anand Place: Jaipur Company Secretary and Compliance Date: January 13, 2024 officer

SPECIAL BUSINESS

ITEM NO. 01:

APPOINTMENT OF AMRITANSHU BALANI (DIN: 08697688) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR A TERM OF FIVE CONSECUTIVE YEARS W.E.F. 11 DECEMBER 2024

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 149 and 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the 'Act') and the Rules made thereunder and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'SEBI Listing Regulations') (including any statutory modification(s) or re-enactment thereof for the time being in force), Mr. AMRITANSHU BALANI (DIN: 08697688), who was appointed by the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee as an Additional, Non-executive Director under section 161(1) of the Act, designated as an Independent Director, who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act proposing his candidature for the office of a director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, for a term of five consecutive years, i.e., with effect from 11 December 2024 up to 11 December 2029 and paid fees and remuneration as the Board may approve from time to time and subject to such limits prescribed from time to time.

RESOLVED FURTHER THAT the Board of Directors and the Company Secretary of the Company be and are hereby severally authorized to do all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required to give effect to this resolution."

Date: January 13, 2024

By order of the Board of Directors, Innovana Thinklabs Limited Sd/- Vasu Ajay Anand Place: Jaipur Company Secretary and Compliance officer

    1. An explanatory statement pursuant to Sections 102 and 110 of the Companies Act, 2013 (the "Act") read with Rule 22 of the Companies (Management and Administration) Rules, 2014, setting out all material facts and rationale relating to the resolution in this Notice is appended herein below for information and consideration of the Members and the same should be considered as part of this Notice.
    1. In accordance with the MCA Circulars and the SEBI Listing Regulations, the Company is sending the Notice in electronic form only by e-mail to all Members, whose names appear in the Register of Members / Register of Beneficial Owners maintained by the Depositories viz., National Securities Depository Limited (the "NSDL") and Central Depository Services (India) Limited (the "CDSL") as on Friday, 10 January, 2025 (the "Cut-Off Date™) and who have registered their e-mail addresses, in respect of electronic holdings, with the Depository through the concerned Depository Participants and in respect of physical holdings, with the Registrar and Share Transfer Agent ofthe Company, M/s. Skyline Financial Services Private Limited (the "RTA™), in accordance with the provisions of the Act read with the rules framed thereunder and the framework provided under the MCA circulars. The Cut-Off Date is for determining the eligibility to vote by electronic means. A person who is not a member as on the Cut-Off Date or who becomes a member of the Company after the Cut-Off Date should treat this Notice for information purposes only.
    1. Inaccordance with the MCA Circulars, the Notice is being sent in electronic form only. The hard copy of the Notice along with the Postal Ballot forms and pre-paid business envelope will not be sent to the Members for the Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the remote e-voting system only.
    1. In compliance with the provisions of Section 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and Secretarial Standard (SS)-2 issued by the Institute of Company Secretaries of India on General Meeting, the Company is offering e-voting facility to enable the Members to cast their votes electronically. The instructions for e-voting are provided as part of this Notice.
    1. In light of the MCA Circulars, Members who have not registered their e-mail addresses and in consequence the evoting notice could not be serviced, may temporarily get their e-mail address registered with the Company's RTA by following the procedure given below:
    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 (selfattested scannedcopy of Aadhar Card) by email to [email protected].
  • ii. 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 [email protected].
  • iii. Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
    1. Itis clarified that for permanent registration of e-mail address, the members are however requested to register their email address, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings through the Company's RTA to enable servicing of notices, etc. electronically to their e-mail address.
    1. The remote e-voting rights of the Shareholders/beneficiary owners shall be reckoned on the shares held by them as on Friday, 10 January, 2025 being the Cut-Off date for the purpose. The shareholders of the Company holding shares either in dematerialized or in physical form, as on the Cut-Off date, can cast their vote electronically.

Jawahar Nagar ,Moti Dungri Vistar Yojna, [email protected] +91-141-4919129 Raja Park, Jaipur - 302004 (Raj), INDIA

Plot No. D-41, Patrakar Colony, Near www.innovanathinklabs.com . +91-141-4919128

    1. The voting rights for the equity shares of the Company are one vote per equity share, registered in the name of the member. The voting rights of the members shall be in proportion to the percentage of paid-up share capital of the Company held by them. In case of joint holders, only such joint holder who is higher in the order of names will be entitled to vote.
    1. A member cannot exercise his / her vote through proxy on postal ballot. However, corporate and institutional members shall be entitled to vote through their authorised representatives. Corporate and institutional members (are required to send scanned certified true copy (PDF Format) of the board resolution / authority letter, power of attorney together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer by e-mail to csabhishek.goswami(@ gmail.com with a copy marked to [email protected] .
    1. Postal Ballot (remote e-voting) period commences from Thursday, 16 January, 2025 (9.00 a.m. IST) and ends on Friday, 14 February, 2025 (5.00 p.m. IST) (both days inclusive). Members are requested to carefully read the instructions while expressing their assent or dissent and cast vote via remote e-voting by not later than 5.00 P.M. on Friday, 14 February, 2025. At the end of the e-voting period, the facility shall forthwith be blocked and e-voting shall not be allowed beyond the said date and time.
    1. The proposed resolution, if approved, will be taken as having duly passed on the last date specified for remote evoting by the requisite majority of Members by means of Postal Balloti.e. Friday, 14 February, 2025. The resolution passed by the Members through Postal Ballot is deemed to have been passed as if the same have been passed at a general meeting of the Members.
    1. This Notice shall also be available on the website of the Company at www.innovanathinklabs.com, websites of the stock exchanges where the equity shares of the Company are listed, i.e. National Stock Exchange of India Limited and BSE Limited at www.nseindia.com and www.bseindia.com, and on the website of CDSL limited at Www.evoting.cdsl.com.
    1. Shareholders holding shares in physical mode are hereby notified that based on SEBI Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated 16™ March 2023, all holders of physical securities in listed companies shall register the postal address along with PIN for their corresponding folio numbers. It shall be mandatory for the security holders to provide mobile number. Moreover, to avail online services, the security holderscan register their email IDs. Shareholders can register/update the contact details through submitting the requisite Form ISR-1 along with the supporting documents. Form ISR-1 can be obtained by clicking on the link https://www.skylinerta.com/investor-charter.php. Form ISR-1 and the supporting documents can be shared on the address of Skyline.
    1. Shareholders holding shares in electronic mode may reach out to the respective Depository Participant(s), where the Demat account is being held for updating the email IDs and mobile number.

Relevant documents referred to in this Notice shall be available for inspection electronically by the Members until 5:00 p.m. (IST) of the last date of remote e-voting of this Postal Ballot i.e., Friday, 14 February, 2025. Members who wish to inspect the documents are requested to send an email to [email protected] mentioning their name, folio no./client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the email.

INSTRUCTIONS FOR TING VOTES BY REMOTE E-VOTING

  • (i) Remote e-voting period shall commence on Thursday, 16 January, 2025 and end on Friday, 14 February, 2025 (both days inclusive). During this period, Members of the Company holding shares either in physical or dematerialized form as on the Cut-off date, i.e. Friday, 10 January, 2025 (including those Members who may not have received this Notice due to nonregistration of their e-mail address with the Company or the Depositories / Depository Participants), may cast their vote electronically, in respect of the resolution as set out in this Notice only through the remote e-voting. The remote e-voting module shall be disabled by CDSL for voting thereafter.
  • (ii) During the remote e-voting period, Members can login at CDSL e-voting platform any number of times till they have voted on the resolution. Once the vote on resolution is cast by a Member, whether partially or otherwise, Member shall not be allowed to change it subsequently or cast the vote again
  • (iii) In terms of SEBI circular no. SEBVHO/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 abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type
of
Login Method
shareholders
Individual
Shareholders
holding securities
in Demat mode
with CDSL
Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id
)
Option will be made available to reach e-Voting page without any further
and password.
URL
The
authentication.
Easiest
login
for
wusers
[Easi
are
to
to
/
www.cdslindia.com and click on Login
https://web.cdslindia.com/myeasi/home/login or visit
icon and select New System Myeasi.
After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible
P)
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 or joining virtual meeting &
voting during the meeting. 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.
registered
option
Easi/Easiest,
available
user
not
register
the
for
If
to
at
is
is
)
https:/web.cdslindia.com/myeasi/Registration/EasiRegistration
Alternatively, the user can directly access e-Voting page by providing Demat Account Number
W
and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on
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
also able to directly access the system of all e-Voting Service Providers.
authentication, user will be able to see the e-Voting option where the evoting is in progress and

innvana

—— Thinklabs Limited ——

Individual
Shareholders
holding securities
in demat mode
with NSDL
If you are already registered for NSDL IDeAS facility, please visit the e-Services website of
1)
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 or joining virtual meeting & voting
during the meeting.
IDeAS
registered
e-Services,
option
available
register
user
not
If the
for
2)
to
at
is
is
IDeAS
Online
https://eservices.nsdl.com.
"Register
"Portal
click
Select
for
or
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Visit the e-Voting website of NSDL.
Open web browser by typing the following URL:
hitps:/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
demat account number hold with NSDL), Password/OTP
your
sixteen digit
and a
(ie.
shown on the screen. After successful authentication, you will be
Verification Code as
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 or joining virtual meeting &
the meeting
voting during
Individual You can also login using the login credentials of your demat account through your Depository
Shareholders Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be
(holding securities able to see e-Voting option. Once you click on e-Voting option, you will be redirected to
demat
in
mode) NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting
login through their feature. Click on company name or e-Voting service provider name and you will be redirected to
Depository e-Voting service provider website for casting your vote during the remote e-Voting period or
Participants virtual meeting & voting
during the meeting.
Jjoining

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
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 022- 23058738
and 22-23058542-43.
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

  • (iv) 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) Ifyou are a first-time user follow the steps given below:
For Physical shareholders and other than individual shareholders holding shares i
Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for
both demat shareholders as well as physical shareholders)
PAN
Company/Depository
who
Shareholders
updated
have
with
not
their
the
*
Participant are requested to use the sequence number sent by Company/RTA or contact
Company/RTA.
Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in
Details your demat account or in the company records in order to login.
OR Date
of Birth ®
If both the details are not recorded with the depository or company, please enter the
(DOB) member id / folio number in the Dividend Bank details field.
  • (v) After entering these details appropriately, click on "SUBMIT" tab.
  • (vi) 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.
  • (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
  • (viii) Click on the EVSN of the Company for which you choose to vote.
  • (ix) 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.
  • (x) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details. Plot No. D-41, Patrakar Colony, Near www.innovanathinklabs.com . +91-141-4919128

Jawahar Nagar ,Moti Dungri Vistar Yojna, [email protected] +91-141-4919129 Raja Park, Jaipur - 302004 (Raj), INDIA

  • (xi) 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.
  • (xii) Once you "CONFIRM your vote on the resolution, you will not be allowed to modify your vote.
  • (xiil) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
  • (xiv) Ifa demataccount 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.
  • (xv) 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 helpdesk [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 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 and to the Company at the email address viz; [email protected]. 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 at [email protected] and/or RTA email at [email protected].

  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 helpdesk [email protected] or contact at 022- 23058738 and 022-23058542/43.

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.

Annexure A Details as per SS-2 and Regulation 36(3) of the SEBI Listing Regulations Brief Profile of AMRITANSHU BALANI

Amiitanshu Balani is a seasoned professional with experience spanning over nine years in delivering high-quality services across almost all corporate sectors. His strong service portfolio includes servicing listed companies, private/public entities, and LLPs.

In 2023, Amritanshu was elected as the Vice Chairman of the Jaipur Chapter of NIRC of ICSI, and his leadership skills were proved when he secured the position with the second-highest votes. His active involvement in the professional community is further highlighted by his membership in the Membership Committee of ICSI Registered Valuer Organization in 2020. Amuitanshu is a key speaker who has given his insightful contributions on various platforms and has received accolades in the form of the Best Group Representation Award at the MSOP conducted by ICSI, Delhi in 2013. He has received several awards for excellence, including the "Shaheed Ki Beti Certificate" by ICSL.

A committed member of the Institute of Company Secretaries of India since 2013, Amritanshu has been a special invitee at numerous board meetings and has provided strategic insights and advisory expertise. His professional repertoire includes handling complex legal and compliance tasks such as private placements, share buybacks, company conversions, and secretarial audits.

Amiitanshu has expertise across various legal statutes, including Income Tax Act, Goods & Services Tax Act, Insolvency and Bankruptcy Code, and regulations of the National Company Law Tribunal. His range of knowledge and meticulous approach make him a valuable asset respected for his strategic foresight and dedication across the corporate landscape.

S.No. Particulars Details
1 Name of Director AMRITANSHU BALANI
2 DIN 08697688
3 Date of Birth 01/03/1988
4 Age 36 Years
5 Date of first appointment on 11/12/2024
the Board
6 Qualifications Professional Degree: Company Secretary
7 manner
which
meet
Directors
the
the
in
requirements
Skills and capabilities required for the role and the As mentioned in the statement annexed to the Notice
8 Expertise in specific functional areas Management & Governance, Financial Services, Understanding
of Accounting and Financial statements, Risk, Assurance and
Internal Controls, Regulatory, Public Policy & Economics and
Business Transformation & Strategy

Other information about the appointee(s) as on the date of this Notice is as follows:

9 Terms and conditions of Appointment 'As mentioned in the statement annexed to the Notice
10 Details of remuneration last drawn None
11 Details of remuneration sought to be paid He will be eligible for payment of sitting fees and commission, as
payable to other non-executive directors of the Company as per the
Remuneration Policy of the Company and Companies Act 2013.
12 Shareholding in the Company
as on the date of the Notice
Nil
13 Companies
Directorships
and
other Nil
listed
in
directorships
14 which
from
Listed
Director
entities
the
resigned from Directorship in last 3 (three) years
has Nil
15 Number
of Board
meetings
attended
FY2024-25
during 1 Meeting
16 Inter-se relationship with other Directors
Key Managerial Personnel of the Company
and He is not related to any of the Directors or Key Managerial
Personnel of the Company.
17 Membership/Chairmanship of Committees of other Boards — AMRITANSHU BALANI
NIL

By order of the Board of Directors, Innovana Thinklabs Limited Sd/- Vasu Ajay Anand Place: Jaipur Company Secretary and Compliance officer

Date: January 13, 2024

Plot No. D-41, Patrakar Colony, Near Jawahar Nagar ,Moti Dungri Vistar Yojna, Raja Park, Jaipur - 302004 (Raj), INDIA

www.innovanathinklabs.com [email protected]