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Jetking Infotrain Ltd. Proxy Solicitation & Information Statement 2024

Nov 18, 2024

64146_rns_2024-11-18_000af03c-4bb6-4079-81bc-5a7003144c02.pdf

Proxy Solicitation & Information Statement

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Date: 18[th] November, 2024

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To, Corporate Relationship Department, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001

Script Code: 517063

Dear Sir/Madam,

Subject: NOTICE OF POSTAL BALLOT

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Jetking Infotrain Limited has approved the Postal Ballot Notice on November 12, 2024.

In this regard, please find enclosed herewith the Postal Ballot Notice dated November 12, 2024 along with Explanatory Statement sent to the members of the Company on November 18, 2024, through Electronic Mode, seeking members approval for the Resolutions as set out in the Postal Ballot Notice through Remote E- Voting process.

The Company has engaged the services of ‘Link Intime India Private Limited (“Linkintime”) for the purpose of providing e-voting facility to all the Members. Members are requested to note that the voting through electronic mode shall commence from Tuesday, November 19, 2024 at 9:00 a.m . (IST) till Wednesday, December 18, 2024 at 5:00 p.m. (IST) both days inclusive .

The details relevant to the Postal Ballot are as under:

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Date of Notice Tuesday, November 12, 2024
Date of Completion of dispatch of Notice Monday, November 18, 2024
(by Electronic Means)
E-voting start date and time Tuesday, November 19, 2024 at 9:00 a.m. (IST)
E-voting end date and time Wednesday, December 18, 2024 at 5:00 p.m. (IST)
-
Manner of approval Postal Ballot through remote e voting
Results of Postal Ballot On or before Friday, December 20, 2024
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Kindly take the above on your record.

Thanking you.

Yours truly, For Jetking Infotrain Limited

Deepesh Digitally signed by Deepesh Rajendra Shah Rajendra Shah Date: 2024.11.18 17:43:32 +05'30' Deepesh Shah Company Secretary & Compliance Officer ACS52042

Encl: a/a

Registered Office: Office No. 503, 5th Floor, Amore Commercial Premises Co-Op Society Ltd., CTS No. Junction of 2nd & 4th Road, Khar (West), Mumbai – 400052 E-mail : [email protected] Tel: 9820009165 CIN : L72100MH1983PLC127133

www.jetking.com

JETKING INFOTRAIN LIMITED

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JETKING INFOTRAIN LIMITED

CIN: L72100MH1983PLC127133 Registered Office: Office No. 503, 5th Floor, Amore Commercial Premises Co-Op Society Ltd., CTS No. Junction of 2nd & 4th Road, Khar Delivery, Mumbai, Maharashtra, India, 400052. Tel.: 9820009165 Website: www.jetking.com; E-mail: [email protected]

NOTICE OF POSTAL BALLOT

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

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 Jetking Infotrain Limited (“the Company”) by means of the Postal Ballot, only by way of remote e-voting process (“e-voting”), pursuant to Section 110 of the Companies Act, 2013 (“the Act”) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, General Circular No. 14/2020 dated April 08, 2020 and subsequent circulars issued in this regard and latest one being General Circular No. 09/2024 dated September 19, 2024, issued by the Ministry of Corporate Affairs (collectively ‘MCA Circulars’) and SEBI Circular No. SEBI/HO/CFD/ CMD1/CIR/ P/2020/79 dated May 12, 2020 and subsequent circulars issued in this regard and latest one being SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024, issued by the Securities and Exchange Board of India (collectively ‘SEBI Circulars’) and in compliance with the provisions of the Companies Act, 2013 (‘the Act’) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) , Secretarial Standard on General Meetings (“SS2”) 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), to seek your consent for the resolutions as set out hereunder and proposed to be passed through postal ballot (“Postal Ballot”) by way of remote electronic voting (“e-voting”) Process.

In compliance with the MCA Circulars & SEBI Circulars, the hard copy of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelopes are not being 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 dematerialized form as on Friday, November 08, 2024 (“cut-off date”) and whose email addresses are registered with the Company/ Depositories/ Depositories participant.

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 resolutions mentioned in this Postal Ballot Notice is annexed hereto.

The Board of Directors in its meeting held on November 12, 2024, has appointed Mr. Anand Mukherjee (Membership No. F11804), Partner of AVS & Associates, Company Secretaries, 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 M/s. Link Intime India Pvt Ltd (‘Linkintime’) for the purpose of providing a 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 providing a remote e-voting facility for all its members to vote electronically. Members are requested to read the instructions in the Notes in this Postal Ballot Notice to cast their vote electronically not later than 5:00 p.m. IST on December 18, 2024, (the last day to cast vote electronically) to be eligible for being considered.

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JETKING INFOTRAIN LIMITED

After the completion of scrutiny, the Scrutinizer will submit his report to the Chairman of the Company, or any person authorized by him. The results of e-voting will be announced on or before Friday, December 20, 2024, and will be displayed on the Company’s website www.jetking.com and will also be communicated to the Stock Exchange i.e. BSE Limited (‘BSE’) and Linkintime. The Company will also display the results of the Postal Ballot at its Registered Office.

ITEM OF BUSINESSES REQUIRING CONSENT OF SHAREHOLDERS THROUGH POSTAL BALLOT/E-VOTING:

SPECIAL BUSINESS:

ITEM NO. 1

APPROVAL OF CHANGE IN DESIGNATION OF MR. HARSH BHARWANI (DIN: 02020253) FROM “WHOLETIME DIRECTOR & CEO” TO “MANAGING DIRECTOR & CEO” OF THE COMPANY:

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

“RESOLVED THAT , pursuant to the provisions of Section 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013, and Schedule V of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules, regulations issued by the Ministry of Corporate Affairs in this regard and other applicable Regulations of SEBI (LODR) Regulations, 2015 including any statutory amendments, modifications or reenactment thereof and all other statutory approvals, as may be required and on recommendation of Nomination and Remuneration Committee, Audit Committee and approval of the Board of Directors of the Company, consent of the Shareholders of the Company be and is hereby accorded for change in Designation of Mr. Harsh Bharwani (DIN: 02020253) from “Whole-Time Director & CEO” to “ Managing Director & CEO” of the Company, for the duration effective from November 12, 2024, to August 30, 2026, liable to retire by rotation inter alia on the following terms and conditions:

A. Salary: Rs. 82,00,000/- (Rupees Eighty-Two Lakhs only) per annum as a basic salary.

B. Perquisites:

In addition to the basic salary, Mr. Harsh Bharwani shall be entitled to the following perquisites and other allowances up to a maximum of Rs. 10,00,000 (Rupees Ten Lakhs only) per annum. The total combined salary and perquisites shall not exceed Rs. 92,00,000 (Rupees Ninety-Two Lakhs only) per annum.

The detailed perquisites are outlined below:

  • i. Rent-free furnished accommodation or house rent allowance in lieu thereof, not exceeding 50% of the basic salary plus actual electricity charges, gas bill, society maintenance, property tax, water charges, home servant salary for accommodation or his house.

  • ii. Leave Travel Allowance/ Concession for self and for family once in year in India as per actual amount spent towards air ticket, hotel, and other incidental expenses like car/taxi charges, porter charges etc.

Family” for the purpose of this agreement shall mean the self, spouse, dependent children and dependent parents of Mr. Harsh Bharwani.

  • iii. He shall be covered under Key Managerial Personnel insurance policy or equivalent other insurance policies taken by the Company / that shall be taken by the Company in future and personal accident insurance policy as per the rules of the Company.

  • iv. Reimbursement of all medical expenses for self and family(dependent) including hospitalization in India or abroad.

  • v. The Company's contribution towards Provident Fund, if applicable. Such contribution shall not be included in the computation of the ceiling on remuneration to the extent these, either singly or put together, are not taxable under the Income Tax Act, 1961.

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  • vi. Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service..

  • vii. Encashment of leave at the end of the tenure..

viii. Use of chauffeur driven Company’s maintained Car for private and official purposes.

  • ix. Use of Company’s telephone at residence for official and personal purposes and Company pay mobile phone for official and personal use.

  • x. Other/ Special allowances applicable as per Company’s policy.

  • xi. The perquisites and allowances, wherever applicable, shall be valued as per the Income Tax Rules, 1962.

RESOLVED FURTHER THAT the terms of remuneration as set out in this resolution shall be deemed to form part hereof and in the event of any inadequacy or absence of profits in any financial year(s), the aforementioned remuneration approved herein be continued to be paid as minimum remuneration to Mr. Harsh Bharwani for his term subject to such other approvals as may be necessary under the Companies Act, 2013 and SEBI Listing Regulations

RESOLVED FURTHER THAT notwithstanding anything contained herein, in any financial year, during the tenure of Mr. Harsh Bharwani, the Board of Directors of the Company be and is hereby authorized (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this resolution) to alter, vary, revise, modify the aforementioned remuneration from time to time and it shall not exceed the maximum permissible limit as stated aforesaid.

RESOLVED FURTHER THAT in terms of Section 190 of the Companies Act, 2013, no formal contract of service with Mr. Harsh Bharwani will be executed and terms set out herein aforesaid will be considered as Memorandum setting out terms and conditions of appointment and remuneration of Mr. Harsh Bharwani (DIN: 02020253) as “Managing Director and CEO “of the Company.

RESOLVED FURTHER THAT any one of the Directors or Company Secretary of the Company be and are hereby authorised to take such necessary steps as may be required to give effect to this Resolution.”

ITEM NO. 2

APPROVAL OF CHANGE IN DESIGNATION OF MR. SIDDARTH BHARWANI (DIN: 02020370) FROM “WHOLETIME DIRECTOR & CFO” TO “JOINT-MANAGING DIRECTOR & CFO” OF THE COMPANY.

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

“RESOLVED THAT , pursuant to the provisions of Section 196, 197, 198, 203 and other applicable provisions of the Companies Act, 2013, and Schedule V of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable rules, regulations issued by the Ministry of Corporate Affairs in this regard and other applicable Regulations of SEBI (LODR) Regulations, 2015 including any statutory amendments, modifications or reenactment thereof and all other statutory approvals, as may be required and on recommendation of Nomination and Remuneration Committee, Audit Committee and approval of the Board of Directors of the Company, consent of the Shareholders of the Company be and is hereby accorded for change in Designation of Mr. Siddarth Bharwani (DIN:- 02020370) from “Whole-Time Director & CFO” to “Joint-Managing Director & CFO” of the Company, for the duration effective from November 12, 2024, to 30 June, 2027, liable to retire by rotation inter alia on the following terms and conditions:-

A. Salary: Rs. 82,00,000/- (Rupees Eighty-Two Lakhs only) per annum as a basic salary.

B. Perquisites:

In addition to the basic salary, Mr. Siddarth Bharwani shall be entitled to the following perquisites and other

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JETKING INFOTRAIN LIMITED

allowances up to a maximum of Rs. 10,00,000 (Rupees Ten Lakhs only) per annum. The total combined salary and perquisites shall not exceed Rs. 92,00,000 (Rupees Ninety-Two Lakhs Only) per annum.

The detailed perquisites are outlined below:

  • i. Rent-free furnished accommodation or house rent allowance in lieu thereof, not exceeding 50% of the basic salary plus actual electricity charges, gas bill, society maintenance, property tax, water charges, home servant salary for accommodation or his house.

  • ii. Leave Travel Allowance/ Concession for self and for family once in year in India as per actual amount spent towards air ticket, hotel, and other incidental expenses like car/taxi charges, porter charges etc.

Family” for the purpose of this agreement shall mean the self, spouse, dependent children and dependent parents of Mr. Siddarth Bharwani.

  • iii. He shall be covered under Key Managerial Personnel insurance policy or equivalent other insurance policies taken by the Company / that shall be taken by the Company in future and personal accident insurance policy as per the rules of the Company.

  • iv. Reimbursement of all medical expenses for self and family(dependent) including hospitalization in India or abroad.

  • v. The Company's contribution towards Provident Fund, if applicable. Such contribution shall not be included in the computation of the ceiling on remuneration to the extent these, either singly or put together, are not taxable under the Income Tax Act, 1961.

  • vi. Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service.

  • vii. Encashment of leave at the end of the tenure..

  • viii. Use of Company’s telephone at residence for official and personal purposes and Company pay mobile phone for official and personal use.

  • ix. Other/ Special allowances applicable as per Company’s policy.

  • x. The perquisites and allowances, wherever applicable, shall be valued as per the Income Tax Rules, 1962.

RESOLVED FURTHER THAT the terms of remuneration as set out in this resolution shall be deemed to form part hereof and in the event of any inadequacy or absence of profits in any financial year(s), the aforementioned remuneration approved herein be continued to be paid as minimum remuneration to Mr. Siddarth Bharwani for his term subject to such other approvals as may be necessary under the Companies Act, 2013 and SEBI Listing Regulations

RESOLVED FURTHER THAT notwithstanding anything contained herein, in any financial year, during the tenure of Mr. Siddarth Bharwani, the Board of Directors of the Company be and is hereby authorized (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this resolution) to alter, vary, revise, modify the aforementioned remuneration from time to time and it shall not exceed the maximum permissible limit as stated aforesaid.

RESOLVED FURTHER THAT in terms of Section 190 of the Companies Act, 2013, no formal contract of service with Mr. Siddarth Bharwani will be executed and terms set out herein aforesaid will be considered as Memorandum setting out terms and conditions of appointment and remuneration of Mr. Siddarth Bharwani (DIN:- 02020370) as “Joint Managing Director & CFO” of the Company.

RESOLVED FURTHER THAT any one of the Directors or Company Secretary of the Company be and are hereby authorised to take such necessary steps as may be required to give effect to this Resolution.”

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JETKING INFOTRAIN LIMITED

ITEM NO. 3

APPROVAL OF REVISION IN REMUNERATION OF MR. AVINASH BHARWANI (DIN: 00981105) WHOLE-TIME DIRECTOR OF THE COMPANY

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

RESOLVED THAT Pursuant to the provisions of Section 196, 197 & 203 read with Schedule V and other applicable provisions if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘the Rules’) (hereinafter referred to as “the said Act” including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and on recommendation of Nomination and Remuneration Committee, Audit Committee and subject to Shareholders approval, consent of the Board of Directors of the Company be and is hereby accorded for revision in remuneration payable to Mr. Avinash Bharwani (DIN: 00981105) Whole- Time Director of the for his existing tenure i.e till 10[th] August, 2025, inter alia on the following terms and conditions:-

  • A. Salary : Rs. 82,00,000/- (Rupees Eighty-Two Lakhs only) per annum as a basic salary.

B. Perquisites :

In addition to the basic salary, Mr. Avinash Bharwani shall be entitled to the following perquisites and other allowances up to a maximum of Rs. 10,00,000 (Rupees Ten Lakhs only) per annum. The total combined salary and perquisites shall not exceed Rs. 92,00,000 (Rupees Ninety-Two Lakhs only) per annum.

The detailed perquisites are outlined below:

  • i. Rent-free furnished accommodation or house rent allowance in lieu thereof, not exceeding 50% of the basic salary plus actual electricity charges, gas bill, society maintenance, property tax, water charges, home servant salary for accommodation or his house.

  • ii. Leave Travel Allowance/ Concession for self and for family once in year in India as per actual amount spent towards air ticket, hotel, and other incidental expenses like car/taxi charges, porter charges etc.

Family” for the purpose of this agreement shall mean the self, spouse, dependent children and dependent parents of Mr. Avinash Bharwani.

  • iii. He shall be covered under Key Managerial Personnel insurance policy or equivalent other insurance policies taken by the Company / that shall be taken by the Company in future and personal accident insurance policy as per the rules of the Company.

  • iv. Reimbursement of all medical expenses for self and family(dependent) including hospitalization in India or abroad.

  • v. The Company's contribution towards Provident Fund, if applicable. Such contribution shall not be included in the computation of the ceiling on remuneration to the extent these, either singly or put together, are not taxable under the Income Tax Act, 1961.

  • vi. Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service.

  • vii. Encashment of leave at the end of the tenure.

viii. Use of chauffeur driven Company’s maintained Car for private and official purposes.

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JETKING INFOTRAIN LIMITED

  • ix. Use of Company’s telephone at residence for official and personal purposes and Company pay mobile phone for official and personal use.

  • x. Other/ Special allowances applicable as per Company’s policy.

  • xi. The perquisites and allowances, wherever applicable, shall be valued as per the Income Tax Rules, 1962.

RESOLVED FURTHER THAT the terms of remuneration as set out in this resolution shall be deemed to form part hereof and in the event of any inadequacy or absence of profits in any financial year(s), the aforementioned remuneration approved herein be continued to be paid as minimum remuneration to Mr. Avinash Bharwani for his term subject to such other approvals as may be necessary under the Companies Act, 2013 and SEBI Listing Regulations

RESOLVED FURTHER THAT notwithstanding anything contained herein, in any financial year, during the tenure of Mr. Avinash Bharwani, the Board of Directors of the Company be and is hereby authorized (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this resolution) to alter, vary, revise, modify the aforementioned remuneration from time to time and it shall not exceed the maximum permissible limit as stated aforesaid.

RESOLVED FURTHER THAT in terms of Section 190 of the Companies Act, 2013, no formal contract of service with Mr. Avinash Bharwani will be executed and terms set out herein and the existing terms will be considered as Memorandum setting out terms and conditions of his appointment and remuneration of Mr. Avinash Bharwani (DIN: - 00981105) as Whole-Time Director of the Company.

RESOLVED FURTHER THAT any one of the Directors or Company Secretary of the Company be and are hereby authorised to take such necessary steps as may be required to give effect to this Resolution.”

By and on behalf of the Board of Directors of Jetking Infotrain Limited

Place: Mumbai Date: November 12, 2024

Sd/Deepesh Shah Company Secretary Membership No: A52042

Registered Office:

Office No. 503, 5th Floor, Amore Commercial Premises Co-Op Society Ltd., CTS No. Junction of 2nd & 4th Road, Khar (West), Mumbai – 400052”.

CIN: L72100MH1983PLC127133 E-mail: [email protected] Website: www.jetking.com Tel: 9820009165

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JETKING INFOTRAIN LIMITED

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 through Postal Ballot is annexed and forms part of this Notice.

  2. In compliance with the MCA Circulars and SEBI Circular, if any, 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 dematerialized form, whose names appear in the Register of Members/ list of beneficial owners as received from National Securities Depository Limited (“NSDL”)/ Central Depository Services (India) Limited (“CDSL”) on Friday , November 08, 2024 .

  3. In compliance with the provisions of Section 108 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is providing e- voting facility for its Members to enable them to cast their votes on the resolutions electronically.

  4. 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, which will only be considered for voting.

  5. Members whose names appear on the Register of Members/ List of Beneficial Owners as on Friday , November 08, 2024 , will be considered for the purpose of voting. A person who is not a member as on cutoff date for reckoning voting rights should treat this Notice for information purposes only.

  6. The E-voting will remain open for the Members for exercising their voting from Tuesday, November 19, 2024 at 9.00 a.m . (IST) till Wednesday, December 18, 2024 at 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 cut-off date may cast their vote electronically. The e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

  7. Members may note that the Postal Ballot Notice will be available on the Company’s website www.jetking.com , websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com.

  8. A Copy of Memorandum & Articles of Association and other necessarily documents of the Company pursuant to Section 102 of the Companies Act, 2013 are open for inspection for the shareholders in electronic mode. Members can inspect the same by sending an email to [email protected] till the last date of voting.

  9. The Board of Directors have appointed Mr. Anand Mukherjee (Membership No. F11804), Partner of AVS & Associates, Company Secretaries, as Scrutinizer for conducting voting process in a fair and transparent manner.

  10. The results of the postal ballot will be declared not later than 2 working days of conclusion of remote e- voting i.e. on or before Friday, December 20, 2024 . The results declared along with the report of the Scrutinizer shall be placed on the website of the Company viz., www.jetking.com and on the website of NSDL 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.

  11. 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. Wednesday, December 18, 2024 .

  12. 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 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).

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13. Instructions for voting:

Remote e-Voting Instructions for shareholders:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

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

Individual Shareholders holding securities in demat mode with NSDL: METHOD 1 - If registered with NSDL IDeAS facility

Users who have registered for NSDL IDeAS facility:

  • a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.

  • b) Enter user id and password. Post successful authentication, click on “Access to e-voting”.

  • c) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

User who have not registered for NSDL IDeAS facility:

  • a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp “

  • b) Proceed with updating the required fields.

  • c) Post registration, user will be provided with Login ID and password.

  • d) After successful login, click on “Access to e-voting”.

  • e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of NSDL:

  • a) Visit URL: https://www.evoting.nsdl.com/

  • b) Click on the “Login” tab available under ‘Shareholder/Member’ section.

  • c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

  • d) Post successful authentication, you will be re-directed to NSDL depository website wherein you can see “Access to e-voting”.

  • e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL: METHOD 1 – If registered with CDSL Easi/Easiest facility Users who have registered for CDSL Easi/Easiest facility.

  • a) Visit URL: https://web.cdslindia.com/myeasitoken/home/login or www.cdslindia.com.

  • b) Click on New System Myeasi

  • c) Login with user id and password

  • d) After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service providers i.e., LINKINTIME, for voting during the remote e-voting period.

  • e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

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JETKING INFOTRAIN LIMITED

Users who have not registered for CDSL Easi/Easiest facility.

  • a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration

  • b) Proceed with updating the required fields.

  • c) Post registration, user will be provided Login ID and password.

  • d) After successful login, user able to see e-voting menu.

  • e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of CDSL.

  • a) Visit URL: https://www.cdslindia.com/

  • b) Go to e-voting tab.

  • c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.

  • d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

  • e) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant:

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL/CDSL for e-voting facility.

  • a) Login to DP website

  • b) After Successful login, members shall navigate through “e-voting” tab under Stocks option.

  • c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting menu.

  • d) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

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

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

  1. Visit URL: https://instavote.linkintime.co.in

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

A. User ID:

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

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

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

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

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JETKING INFOTRAIN LIMITED

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

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

▶ Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter). ▶ Click “confirm” (Your password is now generated).

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

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

Cast your vote electronically:

  1. After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon . 2. E-voting page will appear.

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

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

Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”): STEP 1 – Registration

  • a) Visit URL: https://instavote.linkintime.co.in

  • b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”

  • c) Fill up your entity details and submit the form.

  • d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up at Sr.No. 2 above). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].

  • e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.

  • f) While first login, entity will be directed to change the password and login process is completed.

STEP 2 –Investor Mapping

  • a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above. b) Click on “Investor Mapping” tab under the Menu Section

  • c) Map the Investor with the following details:

  • a. ‘Investor ID’ -

    • i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

    • ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID .

  • b. ‘Investor’s Name - Enter full name of the entity.

  • c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.

  • d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.

  • d) Click on Submit button and investor will be mapped now.

  • e) The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods, once remote e-voting is activated: METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

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JETKING INFOTRAIN LIMITED

  • b) Click on ‘Votes Entry’ tab under the Menu section.

  • c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of Instavote before the start of remote evoting.

  • d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.

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

  • f) After selecting the desired option i.e., Favour / Against, click on 'Submit'.

  • g) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

OR

VOTES UPLOAD:

  • a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

  • b) You will be able to see the notification for e-voting in inbox.

  • c) Select 'View' icon for ' Company’s Name / Event number '. E-voting page will appear.

  • d) Download sample vote file from ‘Download Sample Vote File’ option.

  • e) Cast your vote by selecting your desired option 'Favour / Against' in excel and upload the same under ‘Upload Vote File’ option.

  • f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type Helpdesk details
Individual Shareholders
holding securities in
demat mode with NSDL
Members facing any technical issue in login can contact NSDL
helpdesk by sending a request at [email protected] or call at : 022 -
4886 7000 and 022-2499 7000
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] or
contact at toll free no. 1800 22 55 33

Forgot Password:

Individual shareholders holding securities in physical form has forgotten the password:

If an Individual shareholder holding securities in physical form has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

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

o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

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JETKING INFOTRAIN LIMITED

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.

Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:

If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click ‘forgot password?’

o Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

  • It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

  • During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

InstaVote Support Desk Link Intime India Private Limited

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JETKING INFOTRAIN LIMITED

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (2) AND SECTION 110 OF THE COMPANIES ACT, 2013

ITEM NO.1

As the Members are aware that Mr. Harsh Bharwani was re-appointed as Whole-time Director of the Company for a period of 3 years with effect from 31st August, 2023 to 30th August, 2026 and his re-appointment was approved by the shareholders at the 39th Annual General Meeting (“AGM”) of the Company held on 21[st] September, 2023.

Management has considered to re-align the designation of Mr. Harsh Bharwani considering his overall leadership role, especially in driving the company’s domestic business as well as international expansion, innovation in existing course like integrating degree programs, on boarding international tie ups, leveraging partnerships in India and oversees. Hence, the Board of Directors upon the recommendation of the Nomination & Remuneration Committee & Audit Committee, in its meeting held on November 12, 2024, has approved re-designation of Mr. Harsh Bharwani as ‘Managing Director & CEO’ with effect from November 12, 2024, for remaining period of his current tenure i.e. upto 30[th] August, 2026, including increase in compensation as mentioned above in resolution and such amount is within the limits as mentioned in Section 197 read with Schedule V of the Companies Act, 2013

The re-designation of Mr. Harsh Bharwani as ‘Managing Director & CEO’ is subject to the approval of the Members of the Company.

Mr. Harsh Bharwani is a visionary leader at Jetking, instrumental in driving the company’s domestic business as well as international expansion. Under his guidance. His initiatives have not only enhanced Jetking's brand visibility but has also generated significant growth. He has also been instrumental in driving innovation in existing course like integrating degree programs, on boarding international tie ups, leveraging partnerships in India and oversees. These initiatives have created a new business model, i.e. ready to be scale across the region. His strategic foresight and collaborative approach have been pivotal in Jetking's growth trajectory, positioning the organization as a leader in the technology training sector.

The proposed increase in the remuneration as mentioned above is due to the facts that: (i) Increased Responsibility and Ownership (ii) Improved Financial Health due to Revenue Growth, Net Profit Surge and expense optimization (iii) Stabilizing and scaling (iv) Strategic Partnerships (v) Focus on attracting Foreign Investment.

Except Mr. Harsh Bharwani, Mr. Avinash Bharwani, Mr. Siddarth Bharwani, Directors of the Company and to the extent of their collective shareholding in the Company, none of the other Directors and/or Key Managerial Personnel or their relatives, are in any way, concerned or interested, financially or otherwise, in the resolution mentioned at Item No. 1 of the Notice.

The Board recommends the resolution as set out in Item No.1 of this notice for the approval by the shareholders of the Company by way of Special Resolution

The profile and specific areas of expertise and other relevant information as required under the LODR Regulations and SS-2 are provided below in this Notice.

ITEM NO. 2

As the Members are aware that Mr. Siddarth Bharwani was re-appointed as Whole-time Director of the Company for a period of 3 years with effect from 1[st] July 2024 to 30[th] June, 2027 and his re-appointment was approved by the shareholders through Postal Ballot dated May 28, 2024.

Management has considered to re-align the designation of Mr. Siddarth Bharwani considering his overall leadership role, especially in planning and executing sales and marketing strategies, as well as creating centers of excellence that elevate operational standards, especially his visionary approach to position Jetking towards the next leap of technology adoption through Blockchain, Artificial Intelligence and quantum Computing.

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JETKING INFOTRAIN LIMITED

Hence, the Board of Directors upon the recommendation of the Nomination & Remuneration Committee & Audit Committee, in its meeting held on November 12, 2024, has re-designated Mr. Siddarth Bharwani as ‘Joint Managing Director & CFO’ with effect from November 12, 2024, for remaining period of his current tenure i.e. upto June 30, 2027, including increase in compensation as mentioned above in resolution and such amount is within the limits as mentioned in Section 197 read with Schedule V of the Companies Act, 2013

The re-designation of Mr. Siddarth Bharwani as ‘Joint-Managing Director & CFO’ is subject to the approval of the Members of the Company.

Mr. Siddarth Bharwani is a dynamic leader at Jetking, with extensive experience managing individual center operations and overseeing a network of over 150 franchise centers across India. His expertise encompasses planning and executing sales and marketing strategies, as well as creating centers of excellence that elevate operational standards. With a strong focus on strategic account management, investment management, and business planning, Mr. Bharwani is dedicated to steering Jetking toward innovative growth. His visionary approach aims to position Jetking towards the next leap of technology adoption through Blockchain, Artificial Intelligence and quantum Computing. Additionally, a strong emphasis on utilizing Bitcoin as a treasury reserve asset for the Company marking the first ever publicly listed Company in India to make such a move. Future projects under his leadership include attracting foreign investment to fuel Jetking's expansion, enhancing working capital, and exploring opportunities in Bitcoin and blockchain-related ventures. Thanks to his strategic initiatives, Jetking has achieved significant milestones and established a strong trajectory within the IT industry.

The proposed increase in the remuneration as mentioned above is mainly due to the facts that: (i) Increased Responsibility and Ownership (ii) Improved Financial Health due to Revenue Growth, Net Profit Surge and expense optimization (iii) Stabilizing and scaling (iv) Strategic Partnerships (v) Focus on attracting Foreign Investment.

Except Mr. Harsh Bharwani, Mr. Avinash Bharwani, Mr. Siddarth Bharwani, Directors of the Company and to the extent of their collective shareholding in the Company, none of the other Directors and/or Key Managerial Personnel or their relatives, are in any way, concerned or interested, financially or otherwise, in the resolution mentioned at Item No. 2 of the Notice.

The Board recommends the resolution as set out in Item No.2 of this notice for the approval by the shareholders of the Company by way of Special Resolution

The profile and specific areas of expertise and other relevant information as required under the LODR Regulations and SS-2 are provided below in this Notice.

ITEM NO. 3

Mr. Avinash Bharwani was appointed as Whole time Director (“WTD”) of the Company w.e.f 11th August, 2022 to 10th August, 2025, for a period of 3(three) years, liable to retire by rotation at the 38[th] Annual General Meeting of members held on 14[th] September, 2022.

Mr. Avinash Bharwani, Chairman of Jetking, has steered the company’s transformation from a traditional IT training provider to a forward-looking tech business. With over 20 years of expertise in skill development, his vision focuses on integrating cutting-edge technologies like cloud computing, cybersecurity, and blockchain to meet the evolving needs of India’s workforce and global markets. His leadership emphasizes robust governance, operational efficiency, and scalable growth, ensuring Jetking stays adaptable while maintaining high standards. Through strategic partnerships with tech giants and a focus on skill-specific training, he is positioning Jetking as a leader in bridging the IT skill gap, leveraging the latest in AI and blockchain to keep pace with industry changes.

In accordance with the provisions of Section 196, 197, 198 and 203 read with Schedule V and other applicable provisions if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“the Rules”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015 (“the Listing Regulations”) and on

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JETKING INFOTRAIN LIMITED

recommendation of Nomination and Remuneration Committee and Audit Committee, the Board of Directors in their Board meeting held on November 12, 2024 has approved the revision in remuneration payable to Mr. Avinash Bharwani w.e.f November 12, 2024 up to August 10, 2025 as mentioned above in resolution and such amount is within the limits as mentioned in Section 197 read with Schedule V of the Companies Act, 2013

The increase in remuneration is subject to the approval of the Members of the Company.

The proposed increase in the remuneration as mentioned above is due to the facts that: (i) Increased Responsibility and Ownership (ii) Improved Financial Health due to Revenue Growth, Net Profit Surge and expense optimization (iii) Stabilizing and scaling (iv) Strategic Partnerships (v) Focus on attracting Foreign Investment.

Except Mr. Harsh Bharwani, Mr. Avinash Bharwani, Mr. Siddarth Bharwani, Directors of the Company and to the extent of their collective shareholding in the Company, none of the other Directors and/or Key Managerial Personnel or their relatives, are in any way, concerned or interested, financially or otherwise, in the resolution mentioned at Item No. 3 of the Notice.

The Board recommends the resolution as set out in Item No.3 of this notice for the approval by the shareholders of the Company by way of Special Resolution

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JETKING INFOTRAIN LIMITED

Details of the Directors seeking Appointment /Re-appointment/ Variation/ Revision in terms of remuneration as required under Regulation 36(3) of SEBI (LODR) Regulations 2015 and applicable provisions of Secretarial Standard – 2:

==> picture [456 x 571] intentionally omitted <==

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

Name of Director Harsh Bharwani Siddarth Bharwani
Director Identification 02020253 02020370
Number
Age 42 Years 38 Years
Date of Birth 07/03/1982 16/09/1986
Work Experience in More than 20 Years More than 16 Years
functional area
Qualification a. Bachelor of Commerce a. Bachelors of Business
Commerce, Bond University,
Brisbane, Australia.
b.Bachelor of Mass Media.
Terms and Condition of As Managing Director & CEO for his As Joint Managing Director &
Appointment/re- existing term i.e w.e.f 12 [th] CFO for his existing term i.e w.e.f
appointment & Last drawn November, 2024 to 30 [th] August, 12 [th] November, 2024 to 30 [th]
Remuneration. 2026. June, 2027.
Last Remuneration Drawn as Last Remuneration Drawn as
Director – Rs. 2,91,667/- p.m. Director – Rs. 2,91,667/- p.m.
Remuneration sought to be As set out in the resolution for item As set out in the resolution for
paid, in case appointment is no. 1 item no. 2
approved
Directorship in other 3 4
Companies including Listed
-
Company - Jetking Lightning Pvt Ltd Jetking Technologies Pvt Ltd
- Akisa Lifestyle Pvt Ltd -Jetking Lightning Pvt Ltd
-Open Seva Education &
Healthcare Foundation
Membership of Committees Of Nil 1
other Companies including
Listed Company (Audit
Committee/Nomination
Remuneration Committee/
Stakeholders Relationship
Committee)
No. of Shares held in the 5,12,493 equity shares of the 5,76,451 equity shares of the
Company Company Company
Date of First Appointment on 31 [st] August, 2020 1 [st] July, 2021
the Board
----- End of picture text -----

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JETKING INFOTRAIN LIMITED

Relationship
with
other
Director, Manager & KMP
Relative of Mr. Siddarth Bharwani
Mr. Avinash Bharwani, Directors of
the Company
Relative of Mr. Harsh Bharwani
and
Mr.
Avinash
Bharwani,
Directors of the Company
Board Meeting Attended (F.Y.
2023-24)
5 5
Names of the listed entities
from which the appointee has
resigned in the past three
years
NIL NIL

==> picture [309 x 482] intentionally omitted <==

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

Name of Director Avinash Bharwani
Director Identification 00981105
Number
Age 40 Years
Date of Birth 18/11/1983
Work Experience in More than 20 years
functional area
Qualification a. Bachelor of Commerce from
University of Mumbai - Jai Hind
College of Arts, Science and
Commerce
b. Higher Secondary Certificate from
H.R. College
Terms and Condition of As Whole-Time Director for a period
Appointment & Last of 3 (three) years w.e.f 11 [th] August,
Remuneration 2022 to 10 [th] August 2025.
Last Remuneration Drawn as
Director – Rs. 2,91,667 p.m.
Remuneration sought to be As set out in the resolution for item
paid, in case appointment is no. 3
approved
Directorship in other 2
Companies including Listed -Jetking Technologies Pvt Ltd
Company -Jetking Lightning Pvt Ltd
Membership of Committees 2
Of other Companies
including
Listed Company (Audit
Committee/Nomination
Remuneration Committee/
Stakeholders Relationship
Committee)
----- End of picture text -----

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JETKING INFOTRAIN LIMITED

No. of Shares held in the
Company
5,11,888
equity
shares
of
the
Company
Date of First Appointment on
the Board
11thAugust, 2022
Relationship
with
other
Director, Manager & KMP
Relative of Mr. Siddarth Bharwani
and Mr. Harsh Bharwani, Directors of
the Company
Board
Meeting
Attended
5
(F.Y. 2023-24)

Disclosure as required under Schedule V of the Companies Act, 2013 is given as under:

I.General information

Nature of industry Higher education, technical & vocational education
Date or expected date of commencement
of commercial production:
The
Company
is
in
service
industry
since
incorporation
In case of new companies, expected date of
commencement of activities as per project
approved by financial institutions
appearing in the prospectus
Not applicable

Standalone financial Performance:

(Amt in Rs Lakhs)
Particulars F.Y 2021-22 F.Y 2022-23 F.Y 2023-24
Total
income
from
operations
(Net)
1580.67 1996.84 2374.36
Total expenses 1414.77 2008.33 2403.52
Profit
/
Loss
before tax
165.90 (11.49) (29.16)
Profit / Loss after
tax
189.24 (11.49) (29.35)

Consolidated financial performance

Particulars F.Y 2021-22 F.Y 2022-23 F.Y 2023-24
Total
income
from
operations
(Net)
1795.74 2245.87 2374.36
Total expenses 1648.72 2260.70 2403.52
Profit
/
Loss
before tax
147.02 (14.83) (49.96)
Profit / Loss after
tax
173.61 (14.83) (50.15)

Foreign investments or collaborations, if any: There is no direct foreign investment in the Company except to the extent shares held by Non-Resident acquired through secondary market. There is no foreign collaboration in the Company.

II. Information about the appointee:

Particulars Mr. Harsh Bharwani Mr. Siddarth
Bharwani
Mr. Avinash Bharwani

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JETKING INFOTRAIN LIMITED

==> picture [437 x 652] intentionally omitted <==

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

Background details Mr. Harsh Bharwani has Mr. Siddarth Bharwani Mr. Avinash Bharwani
21 years of experience in is having 16 years of is having 20 years of
Human Resource Sales, rich experience in rich experience in
and International management of building customer-
Business. He is a Certified 150+franchise centers centric businesses in
NLP Trainer and Certified of Jetking across the the
Business Coach. Because of country w.r.t planning Food & Beverage,
his professional traits he and executing sales Information
managed to overcome and marketing to Technology and Skill
different aspects of creating center of Development Industry
business. He is currently excellence in strategic through Market
responsible for Jetking accounts Research, Innovation,
India and Overseas management, Product Development,
Operations investment Franchise/Channel
management and Expansion, Fund
business planning of Raising, Merger &
the company. Acquisition, New
Considering his rich Business Incubation,
and varied experience Business Modelling and
and due to his Growth Hacking.
sustained efforts the
Company has achieved
greater heights.
Remuneration / Rs. 41,18,000/- Rs. 35,00,000/- Rs. 35,00,000/-
sitting fees
received in FY
2023-24 (Rs In
Lakhs)
Recognition or --- Launched Influencer Franchise Awards for
awards Marketing category for Jetking in the category
digital marketing of ‘Hall of fame’ and
generating close to Speaker on ‘Skill
10 Million impressions development &
across Upskilling’ at Startup
Channels. Summit
Integrated Facebook
and Youtube for more
than 150 Business
Partners.
Job profile and his Mr. Harsh Bharwani Mr. Siddarth Bharwani Mr. Avinash Bharwani
suitability possess rich experience in shall be responsible shall be helpful to reach
in Human Resource, Sales for the day to day us towards better
and International Business operation and results of the
for more than 20 years. He managing the affairs of Company in the form of
has provided dedicated the Company under good corporate
service and significant the superintendence, governance, better
contribution to the overall guidance and control directions and
growth of the Company of the Board. suggestions whenever
required.
Remuneration As mentioned in Notice As mentioned in As mentioned in Notice
proposed Notice
Pecuniary Relative of Mr. Avinash Relative of Mr. Harsh Relative of Mr. Harsh
relationship Bharwani and Mr. Siddarth Bharwani and Mr. Bharwani and
directly or Bharwani. Avinash Bharwani Mr. Siddarth Bharwani.
----- End of picture text -----

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JETKING INFOTRAIN LIMITED

indirectly with the company, or relationship with the managerial personnel, if any

Comparative remuneration profile with respect to industry, size of the company, profile of the position and person: Taking into size of the Company, industry benchmark in general, profile, position the proposed remuneration is in line with the current remuneration structure of industry.

III Other information:

Reasons of loss or inadequate profits, Steps taken or proposed to be taken for improvement and expected increase in productivity and profits in measurable terms: The Company has taken all out measures to reduce costs as well as improve operational efficiency and the Company undertakes constant measures to improve it.

IV. Disclosures: Remuneration package of the appointees is fully described in the Explanatory Statement as stated above.

By and on behalf of the Board of Directors of Jetking Infotrain Limited

Place : Mumbai Date: November 12, 2024

Sd/Deepesh Shah Company Secretary Membership No: A52042

Registered Office:

Office No. 503, 5th Floor, Amore Commercial Premises Co-Op Society Ltd., CTS No. Junction of 2nd & 4th Road, Khar (West), Mumbai – 400052”.

CIN: L72100MH1983PLC127133 E-mail: [email protected] Website: www.jetking.com Tel: 9820009165

20