Kapston Services Limited — Proxy Solicitation & Information Statement 2024

Jun 3, 2024

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June 3,2024

To, The Listing Department, National Stock Exchange of India Limited, Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai- 400 051

Dear Sir/Madam,

Sub: Postal Ballot Notice

Ref: Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015.

Symbol: KAPSTON

In terms of Regulation 30 of the SEBI (LODR) Regulations, 2015, (as amended) we are enclosing herewith a Postal Ballot Notice (including instruction for E-voting and a statement under section 102(1) of the Companies Act,2013) seeking approval of members through e-voting in respect of the following matters:

1. alteration of Capital Clause of the Memorandum of Association of the Company by means of Sub-division/split of Equity Shares having the face value of Rs.10/- per share into Rs.5/- per share.

2. The Calendar events for aforementioned Postal Ballot is also attached

Thanking you,

For Kapston Services Limited

Triveni Digitally signed by Triveni Banda Banda Date: 2024.06.03 15:37:49 +05'30' Triveni Banda

Company Secretary and Compliance Officer

Encl : As above

K A P S T O N S E R V I C E S L I M I T E D

REGISTERED OFFICE: # 287, MIG – 2, IX Phase, KPHB, Hyderabad, Telangana - 500 072, Ph: 98487 78241 CORPORATE OFFICE: Plot # 75, Kavuri Hills, Madhapur, Hyderabad, Telangana - 500034, Ph: 98487 78243 Control Room: +91 96 4050 4050 (24X7) Emai l : info@kapstonservices.com Website: www.kapstonservices.com CIN. No. L15400TG2009PLC062658

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Calendar events of Postal Ballot

Sl. No	Event	Date
1	Cut-off Date (for sending Notice and eligibilityof e-voting)	31 May, 2024 (Friday)
2	Date of completion of dispatch of Postal Ballot Notice	3 June, 2024 (Monday)
3	Start of e-voting (date & time)	4 June, 2024 (Tuesday) at 9:00 Hours(IST)
4	End of e-voting (date & time)	3 July, 2024 (Wednesday) at 17:00 Hours(IST)
5	Date of submission of Scrutinizer’s Report	On or before 5 July, 2024 (Friday)
6	Date of submission of results of Postal Ballot	On or before 5 July, 2024 (Friday)

K A P S T O N S E R V I C E S L I M I T E D

REGISTERED OFFICE: # 287, MIG – 2, IX Phase, KPHB, Hyderabad, Telangana - 500 072, Ph: 98487 78241 CORPORATE OFFICE: Plot # 75, Kavuri Hills, Madhapur, Hyderabad, Telangana - 500034, Ph: 98487 78243 Control Room: +91 96 4050 4050 (24X7) Emai l : info@kapstonservices.com Website: www.kapstonservices.com CIN. No. L15400TG2009PLC062658

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KAPSTON SERVICES LIMITED Corporate Identity Number (CIN): L15400TG2009PLC062658 Registered Office : Plot No.287, MIG-2, IX Phase, KPHB, Kukatpally Hyderabad, TG -500072. Corporate Office : Plot No. 75, Kavuri Hills, Madhapur, Hyderabad, Telangana – 500034. Website : www.kapstonservices.com, email : cs@kapstonservices.com Contact Details : +91 96 4050 4050

POSTAL BALLOT NOTICE

[Notice issued to members pursuant to Section 108 and Section 110 of the Companies Act, 2013, read with rules made thereunder]

VOTING STARTS ON VOTING ENDS ON Tuesday, June 4, 2024 Wednesday, July 3, 2024 at 9:00 Hours (IST) at 17:00 Hours (IST)

Dear Member(s),

NOTICE is hereby given under Section 108, and 110 of the Companies Act, 2013, as amended (hereinafter referred to as the “Act”) read together with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”), (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Secretarial Standard-2 on General Meetings (“the SS-2”), read with General Circular Nos. 09/2023 dated September 25, 2023, General Circular No. 11/2022 dated December 28, 2022, General Circular No. 03/2022 dated May 5, 2022, General Circular No. 20/2021 dated December 8, 2021, General Circular No. 10/2021 dated June 23, 2021, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 17/2020 dated April 13, 2020 and General Circular No. 14/2020 dated April 8, 2020, issued by the Ministry of Corporate Affairs, Government of India (“MCA Circulars”), Regulation 30 and 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the ‘SEBI Listing Regulations) and other applicable laws, rules and regulations, for seeking approval of Members of Kapston Services Limited (“the Company”) to the proposed resolutions appended below through Postal Ballot, only through Remote E-Voting, i.e., remote voting by electronic means.

The proposed resolution in the explanatory statement pursuant to section 102(1), 110 of the Act any other applicable provisions of the Act, read with rules framed thereunder; setting out

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the material facts and reasons thereof concerning the resolutions mentioned in this Postal Ballot Notice(Notice”), are annexed hereto.

In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members whose email addresses are registered with the Company/ Depository Participants and whose names appear on the Register of Members as of May 31, 2024 (“Cut-Off Date”). A member whose e-mail address is not registered with the Company/ Depository Participants, may please follow the process provided in the notes to the postal ballot hereto to receive this Notice and login ID and password for remote e- voting. The communication of the assent or dissent of the members would only take place through the e- voting system. Accordingly, the Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically. Members are requested to follow the procedure and read the instructions as stated in the Notes of the Postal Ballot to cast their vote electronically not later than 05:00 P.M. (IST), Wednesday, July 3, 2024 , i.e., the last day to cast vote electronically, to be eligible for being considered.

Pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014, the Board of Directors has appointed Mr. D S Rao (ACS 12394; CP no.: 14487 ) Practicing Company Secretary, Hyderabad as the Scrutinizer for conducting the postal ballot through the e-voting process in a fair and transparent manner, and he has communicated his willingness to be appointed and will be available for the said purpose. The scrutinizer decision on the validity of the Postal Ballot shall be final.

The Company has engaged the services of Bigshare Services Pvt Ltd (‘Bigshare’) as the agency to provide an e-voting facility. After the completion of scrutiny, the Scrutinizer will submit his report to the Chairperson of the Company or any other person authorized by him. The results of e-voting will be announced on or before Friday, July 5, 2024, and will be displayed on the Company’s website, www.kapstonservices.com and on the website of e- Voting agency i.e Bigshare Services Private Limited at https://ivote.bigshareonline.com. It will also have communicated to the Stock Exchange i.e National Stock Exchange of India Limited (NSE).

The proposed resolutions, if approved, will be taken as having duly passed on the last date specified for e-voting by the requisite majority of members be means of Postal Ballot i.e Wednesday, July 3, 2024

SPECIAL BUSINESS

1. To consider and approve alteration of Capital Clause of the Memorandum of Association of the Company by means of Sub-division/split of Equity Shares having the face value of Rs.10/- per share into Rs.5/- per share.

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

“ RESOLVED THAT pursuant to Section 13, 61(1)(d) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) read with the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and subject to the provisions of the Memorandum and Articles of Association of the Company and such other approval(s), consent(s), permission(s) and sanction(s) as may be necessary from the appropriate statutory authority(ies), the approval of the Members of the Company be and is hereby accorded for alteration of Clause V of Memorandum of Association by subdividing existing Equity Shares having face value of Rs.10/- each into two Equity Shares having face value of Rs.5/- of each.

RESOLVED FURTHER THAT Clause V of Memorandum of Association be and is hereby altered as under:

• “V. The authorised share capital of the Company is ₹ 11,50,00,000/- (Rupees Eleven crores Fifty Lakhs Only) divided into 2,30,00,000 (Two Crores Thirty Lakhs) Equity Shares of ₹ 5/-(Rupees Five Only) each with a power to increase and reduce the capital of the Company, subject to the provisions of the Act.”

RESOLVED FURTHER THAT the sub-divided Equity Shares having face value ₹5/(Rupees Five) each shall rank pari passu in all respects with each other and carry the same rights.

RESOLVED FURTHER THAT the Board of Directors of the Company or any Committee of the Board, be and are hereby severally authorized to do all such acts, deeds, matters and things including to fix and announce the Record Date for the above-said sub-division, to make appropriate adjustments on account of sub-division of Equity Shares in accordance with the statutory requirements as well as to delegate all or any of its/their powers herein conferred to any other Officer(s)/Authorised Representative(s) of the Company, take all such steps and actions for the purposes of making all such filings and registrations as may be required in relation to the aforesaid amendment to the Memorandum of Association to give such directions as may be necessary or desirable, to apply for necessary approvals, to settle any questions, difficulties or doubts that may arise and generally, to do all acts, deeds, matters and things as they may, in their absolute discretion deem necessary, expedient, usual or proper in relation to or in connection with or for matters in relation or consequential to the sub-division of Equity Shares including execution and filing of all the relevant documents with the Registrar of Companies, Stock Exchanges, Depositories and other appropriate

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authorities, in due compliance of the applicable rules and regulations, without seeking any further consent or approval of the Members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

By the Order of the Board of Directors for Kapston Services Limited

Place: Hyderabad Date: May 29, 2024

sd/

Srikanth Kodali Managing Director DIN: 02464623

NOTES:

1. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, read with section 110 and other applicable provisions, if any of the Act read with the rules framed thereunder, concerning the Special Business in respect of items set out above is annexed hereto and forms part of this notice.

2. In terms of Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of Companies (Management and Administrations) Rules, 2014, the business set out in the notice above is sought to be passed by Postal Ballot.

3. The Board of Directors has appointed Mr. D.S. Rao, Practicing Company Secretary (C.P.No.14487), as a Scrutinizer to scrutinise the postal ballot process in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.

4. The Postal Ballot Notice is being sent only by e-mail to those members who have registered their e-mail address with their Depository Participant(s) (‘DPs’) or with Big share Services Private Limited, Registrar and Share Transfer Agent of the Company (‘Bigshare’) and whose names appear in the Register of Members/List of Beneficial Owners as received from Depositories, i.e. National Securities Depository Limited(‘NSDL’)/Central Depository Services (India) Limited (‘CDSL’) as on Friday, May 31, 2024 (‘Cut-off date’) in accordance with the provisions of the Companies Act, 2013, read with Rules made thereunder and, General Circular Nos. 09/2023 dated September 25, 2023, 11/2022 dated December 28, 2022, General Circular No. 03/2022 dated May 5, 2022, General circular No 20/2021, 10/2021, 39/2020, 33/2020, 22/2020,

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17/2020 and 14/2020, dated December 08, 2021, June 23, 2021, December 31, 2020, September 28, 2020, June 15, 2020, April 13, 2020, and April 08, 2020, respectively, issued by the Ministry of Corporate Affairs, Government of India (‘MCA Circulars’). In accordance with the aforesaid MCA Circulars, a physical copy of the Notice, Postal Ballot Form, and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place through the process of remote e-Voting only. A person who is not a Member on the cut-off date should treat this Notice of Postal Ballot for information purposes only.

1. A member cannot exercise his vote by proxy on Postal Ballot. Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the CutOff Date.

2. In terms of Sections 108, 110 and other applicable provisions of the Companies Act, 2013, as amended, read together with the Companies (Management and Administration) Rules, 2014 and in compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the ‘SEBI Listing Regulations’) read with circular of SEBI on e-Voting Facility provided by Listed Entities, dated December 9, 2020, SS-2 and amendments thereto, the Company is pleased to offer remote e-Voting facility to all the Members of the Company. The Company has appointed Bigshare Services Pvt Ltd to facilitate e-Voting to enable the Members to cast their votes electronically (hereinafter referred to as the ‘remote e-Voting’). The instructions for e-voting are provided as part of this Postal Ballot Notice, which the members are requested to read carefully before casting their vote.

3. The portal for remote e voting will remain open for the members for exercising their voting right from Tuesday June 4, 2024 (9.00 AM IST) till Wednesday 3 July,2024 (5.00 P.M IST) both days inclusive. Please note the e-voting module will be disable for e- voting by Bigshare after the said date and time. During this period, the members of the Company holding shares as on cut-off date may cast their vote electronically. Once vote on the resolution is cast by the member, he/she shall not allowed to change it subsequently

4. All material documents referred to in this Postal Ballot Notice will be open/available for inspection through electronic mode by the Members of the Company during working hours on all working days up to and including the last day for remote e-Voting, i.e., Wednesday, July 3, 2024 . Any member seeking to inspect the documents can send an e- mail to cs@kapstonservices.com with the subject line “Inspection of Documents.”

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1. The Notice of Postal Ballot is also placed on the website of the Company, i.e. www.kapstonservices.com, and the website of Bigshare, i.e. https://ivote.bigshareonline.com and at the relevant sections of the websites of the stock exchanges on which the shares of the Company are listed, i.e. National Stock Exchange of India Limited (www.nseindia.com).

10. Procedure for registering the e-mail addresses for obtaining the Notice of Postal ballot and remote e-Voting instructions by the Members whose e-mail addresses are not registered with the DPs

Those persons who are Members of the Company as of the Cut-off date, i.e ., Friday, May 31, 2024, and who have not yet registered their e-mail addresses are requested to get their e-mail addresses registered by following the procedure given below:

• (i) For Temporary Registration for Demat shareholders: The Members of the Company holding equity shares of the Company in Demat Form and who have not registered their e-mail addresses may temporarily get their e-mail addresses registered with Bigshare by clicking the link on their website www.bigshareonline.com at the “For Investor” tab by choosing the “E-mail/Bank Detail Registration” heading and follow the registration process as guided therein. The Members are requested to provide details such as Name, DPID, Client ID/ PAN, mobile number and e-mail id. In case of any query, a member may send an e- mail to Bigshare at investor@bigshareonline.com. On submission of the shareholder’s details, the shareholder will receive an OTP, which needs to be entered in the link for verification.

• (ii) For Permanent Registration for Demat shareholders: It is clarified that for permanent registration of e-mail address, the Members are requested to register their e-mail address in respect of Demat holdings with the respective DP by following the procedure prescribed by the DP.

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E-VOTING INTRUCTIONS FOR POSTAL BALLOT ARE AS UNDER:

• i. The voting period begins on Tuesday, June 4, 2024 (09:00 a.m. IST) and ends on Wednesday, July 3, 2024 (05:00 p.m. IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of Friday, May 31, 2024 , may cast their vote electronically. The e-voting module shall be disabled by Bigshare for voting thereafter.

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

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

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

iii. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode withCDSL

1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasinew/home/login or visit www.cdslindia.com and click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page ofBIGSHAREthe e-Voting service provider and you will be re-directed toi-Votewebsite for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. BIGSHARE, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasinew/Registration/EasiRegistrati on 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a link www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress, and also able to directly access the system of all e-Voting Service Providers. Click onBIGSHAREand you will be re-directed toi- Votewebsite for casting your vote during the remote e-voting period.

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Individual Shareholders holding securities in demat mode withNSDL

1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither 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 nameBIGSHAREand you will be re-directed toi-Votewebsite for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e- Voting service provider nameBIGSHAREand you will be redirected toi-Votewebsite for casting your vote during the remote e-Voting period.

Individual Shareholders (holding securities in demat mode) login through their Depository Participants

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

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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 withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 and 22-23058542-43.
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

2. Login method for e-Voting for shareholder other than individual shareholders holding shares in Demat mode & physical mode is given below:

• You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

• Click on “ LOGIN ” button under the ‘ INVESTOR LOGIN ’ section to Login on E- Voting Platform.

• Please enter you ‘ USER ID’ (User id description is given below) and ‘ PASSWORD’ which is shared separately on you register email id.

• Shareholders holding shares in CDSL demat account should enter 16 Digit Beneficiary ID as user id.

• Shareholders holding shares in NSDL demat account should enter 8 Character DP ID followed by 8 Digit Client ID as user id.

• Shareholders holding shares in physical form should enter Event No + Folio Number registered with the Company as user id.

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Note If you have not received any user id or password please email from your registered email id or contact i-vote helpdesk team. (Email id and contact number are mentioned in helpdesk section).

• Click on I AM NOT A ROBOT (CAPTCHA) option and login.

NOTE : If Shareholders are holding shares in demat form and have registered on to e- Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

• If you have forgotten the password: Click on ‘ LOGIN ’ under ‘ INVESTOR LOGIN ’ tab and then Click on ‘ Forgot your password ?

• Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘ Reset ’.

• (In case a shareholder is having valid email address, Password will be sent to his / her registered e-mail address).

Voting method for shareholders on i-Vote E-voting portal:

• After successful login, Bigshare E-voting system page will appear.

• Click on “ VIEW EVENT DETAILS (CURRENT) ” under ‘ EVENTS ’ option on investor portal.

• Select event for which you are desire to vote under the dropdown option.

• Click on “VOTE NOW” option which is appearing on the right hand side top corner of the page.

• Cast your vote by selecting an appropriate option “ IN FAVOUR ”, “ NOT IN FAVOUR ” or “ ABSTAIN ” and click on “ SUBMIT VOTE ”. A confirmation box will be displayed. Click “ OK ” to confirm, else “ CANCEL ” to modify. Once you confirm, you will not be allowed to modify your vote.

• Once you confirm the vote you will receive confirmation message on display screen and also you will receive an email on your registered email id. During the voting period, members can login any number of times till they have voted on the resolution(s). Once vote on a resolution is casted, it cannot be changed subsequently.

• Shareholder can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE ” option on investor portal.

3. Custodian registration process for i-Vote E-Voting Website:

• You are requested to launch the URL on internet browser: https://ivote.bigshareonline.com

• Click on “ REGISTER ” under “ CUSTODIAN LOGIN ”, to register yourself on Bigshare i-Vote e-Voting Platform.

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• Enter all required details and submit.

• After Successful registration, message will be displayed with “User id and password will be sent via email on your registered email id” .

• NOTE : If Custodian have registered on to e-Voting system of https://ivote.bigshareonline.com and/or voted on an earlier event of any company then they can use their existing user id and password to login.

• If you have forgotten the password: Click on ‘ LOGIN ’ under ‘ CUSTODIAN LOGIN ’ tab and further Click on ‘ Forgot your password ?

• Enter “ User ID” and “ Registered email ID ” Click on I AM NOT A ROBOT (CAPTCHA) option and click on ‘ RESET .

• (In case a custodian is having valid email address, Password will be sent to his / her registered e-mail address).

Voting method for Custodian on i-Vote E-voting portal:

• After successful login, Bigshare E-voting system page will appear.

Investor Mapping:

• First you need to map the investor with your user ID under “ DOCUMENTS ” option on custodian portal.

• Click on “ DOCUMENT TYPE ” dropdown option and select document type power of attorney (POA).

• Click on upload document “ CHOOSE FILE ” and upload power of attorney (POA) or board resolution for respective investor and click on “ UPLOAD ”. Note : The power of attorney (POA) or board resolution has to be named as the “ InvestorID.pdf ” (Mention Demat account number as Investor ID.)

• Your investor is now mapped and you can check the file status on display.

Investor vote File Upload:

• To cast your vote select “ VOTE FILE UPLOAD ” option from left hand side menu on custodian portal.

• Select the Event under dropdown option.

• Download sample voting file and enter relevant details as required and upload the same file under upload document option by clicking on “ UPLOAD ”. Confirmation message will be displayed on the screen and also you can check the file status on display (Once vote on a resolution is casted, it cannot be changed subsequently).

• Custodian can “ CHANGE PASSWORD ” or “ VIEW/UPDATE PROFILE ” under “ PROFILE ” option on custodian portal.

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- Helpdesk for queries regarding e voting:

Helpdesk for queries regarding e-voting:
Login type	Helpdesk details
Shareholder‘s other than individual shareholders holding shares in Demat mode & Physical mode.	In case shareholders/ investor have any queries regarding E-voting, you may refer the Frequently Asked Questions (‘FAQs’) and i-Vote e-Voting module available at https://ivote.bigshareonline.com,under download section or you can email us to ivote@bigshareonline.com or call us at: 1800 22 54 22.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (‘THE ACT’) FORMING PART OF THE NOTICE

Item No 1

The Equity Shares of the Company are listed and traded on the National Stock Exchange of India Limited. The Company’s strong performance and the faith of the investors have led to a significant increase in the market price of its Equity Shares. In order to provide enhanced liquidity in the capital market by widening the shareholder base and to make it more affordable for small investors, it is proposed to sub‑divide, 1 (One) fully paid-up Equity Share of face value ₹10/- each into 2 (Two) fully paid-up Equity Shares of face value of ₹5/each pursuant to the provisions of Section 61(1)(d) of the Act, the rules made thereunder and other applicable provisions.

The Record Date for the aforesaid sub-division of Equity Shares shall be fixed by the Board (including any Committee thereof) after the approval of the Members is obtained for the proposed sub-division.

The share capital structure of the Company shall be as under after the proposed split:

Type of Capital	Pre-Split Capital Structure	Pre-Split Capital Structure	Pre-Split Capital Structure	Post-Split Capital	Post-Split Capital	Structure
	No. of Shares	Face Value (Rs.)	Total Share Capital (Rs.)	No. of Shares	Face Value (Rs.)	Total Share Capital (Rs.)
Authorised Share Capital	1,15,00,000	10	11,50,00,000	2,30,00,000	5	11,50,00,000
Issued, Subscribed and Paid-up Share Capital	1,01,44,061	10	10,14,40,610	2,02,88,122	5	10,14,40,610

In the opinion of the Board, the proposed sub-division of the Equity Shares is in the best interest of the Company and the investors and therefore, the Board, at its meeting held on May 29, 2024 , approved the aforesaid sub-division subject to the requisite approval of the shareholders. The proposed sub‑division of fully paid-up Equity Shares will not result in any change in the amount of Authorized, Issued, Subscribed and Paid‑up Equity Share Capital of the Company.

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The sub-division of Equity Shares proposed under Item No. 1 of this Notice shall also require consequential amendments to the existing Clause V (Capital Clause) of the Memorandum of Association of the Company. Accordingly, the consent of the Members is sought for the passing of Ordinary Resolutions for the alteration of Memorandum of Association of the Company by means of sub-division of Equity Shares.

A draft copy of the modified Memorandum of Association is available for inspection by the Members of the Company. They may follow the process for inspection of documents as mentioned in the ‘Notes’ section forming part of this Notice.

None of the Directors and Key Managerial Personnel of the Company or their respective relatives is concerned or interested in the above mentioned Resolution.

The Board recommends the Resolutions set forth in Item Nos.1 for the approval of the Members.

By the Order of the Board of Directors for Kapston Services Limited

Place: Hyderabad Date: May 29, 2024

sd/

Srikanth Kodali Managing Director DIN: 02464623

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