KPIT Technologies Ltd — Regulatory Filings 2021

Jul 31, 2021

July 31, 2021

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001.

Scrip ID: KPITTECH Scrip Code: 542651

Kind Attn: The Manager, Department of Corporate Services National Stock Exchange of India Ltd.,

Exchange Plaza, C/1, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai – 400051.

Symbol: KPITTECH Series: EQ

Kind Attn: The Manager, Listing Department

Subject:- Notice of 4th Annual General Meeting ("AGM") of KPIT Technologies Limited ("the Company").

Dear Sir / Madam,

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed Notice of the 4th AGM of the Company for the year ended March 31, 2021, to be held on Wednesday, August 25, 2021, at 10:30 a.m. (IST), through Video Conferencing/Other Audio Visual Means ("VC/OAVM").

Pursuant to Section 108 of the Companies Act, 2013, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company has fixed Wednesday, August 18, 2021, as the cut-off date to record the entitlement of the Members to cast their votes through e-voting for the AGM.

The Company has availed the e-voting facility from KFin Technologies Private Limited, Registrar & Transfer Agent of the Company for its members to cast their votes electronically.

Request you to take note of the same.

Thanking you,

Yours faithfully,

For KPIT Technologies Limited

Nida Deshpande Company Secretary & Compliance Officer

O +91 20 6770 6000 E info@kpit.com

W kpit.com

Notice

NOTICE is hereby given that the Fourth Annual General Meeting of KPIT Technologies Limited will be held on Wednesday, August 25, 2021, at 10.30 a.m., through Video Conference (VC) / Other Audio-Visual Means (OAVM) to transact the following business:

ORDINARY BUSINESS

• 1. To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2021, together with the reports of the Auditors and the report of the Board of Directors thereon.
• 1. To receive, consider and adopt the Audited Consolidated Financial Statements for the financial year ended March 31, 2021, together with the reports of the Auditors thereon.
• 1. To declare final dividend for the financial year ended March 31, 2021.

[The Board has recommended final dividend at ₹ 1.50 per equity share of ₹ 10/- each (at 15%)].

1. To appoint a Director in place of Mr. Sachin Tikekar (DIN: 02918460), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

1. To consider and if thought fit, to pass with or without modification(s), the following resolution as SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to the first proviso to sub section (1) of section 197 and other applicable provisions of the Companies Act, 2013, read with schedule V and the rules made thereunder and as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re-enactment(s), for the time being in force and the Articles of Association of the Company and as recommended by the Nomination and Remuneration (HR) Committee and the Board of Directors and subject to the approval of any other statutory authorities, as may be required in this regard, the approval of the Members of the Company, be and is hereby accorded to increase the overall maximum managerial remuneration limit payable to its directors, including managing

director, whole-time director and manager, if any, in respect of any financial year from 11% to 17% of the net profits of the Company, computed in the manner as laid down in section 198 of the Companies Act, 2013.

RESOLVED FURTHER THAT pursuant to clause (i) of the second proviso to sub section (1) of section 197 and other applicable provisions of the Companies Act, 2013, read with schedule V and the rules made thereunder and as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re-enactment(s), for the time being in force and the Articles of Association of the Company and as recommended by the Nomination and Remuneration (HR) Committee and the Board of Directors; and subject to the approval of any other statutory authorities, as may be required in this regard, the approval of the Members of the Company, be and is hereby accorded to increase the limit of 5% or 10% (as applicable), as stipulated in clause (i) of the first proviso to sub section (1) of section 197 of the Companies Act, 2013, payable to any one or more managing directors or whole-time directors of the Company in any financial year to 8% or 15% of the net profits of the Company, computed in the manner laid down in section 198 of the Companies Act, 2013 and in excess of limit under regulation 17(6)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to revise the remuneration payable to Mr. Kishor Patil, CEO & Managing Director and Mr. Sachin Tikekar, Whole-time Director which was approved by the members of the Company by resolution passed at the Annual General Meeting held on August 28, 2019 subject to the limit being increased by this resolution under section 197 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

RESOLVED FURTHER THAT pursuant clause (ii) of the second proviso to sub section (1) of section 197 and other applicable provisions of the Companies Act, 2013, read with schedule V and the rules made thereunder and as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re-enactment(s), for the time being in force and the Articles of Association of the Company and as recommended by the Nomination and Remuneration (HR) Committee and the Board of Directors and subject to the approval of any other statutory authorities, as may be required in this regard, the approval of the Members of the Company, be and is hereby accorded to increase the limit of 1%, as stipulated in clause (ii)(A) of the first proviso to sub section (1) of section 197 of the Companies Act, 2013, payable to Non-executive Directors of the Company in any financial year to 2% of the net profits of the Company, computed in the manner laid down in section 198 of the Companies Act, 2013.

RESOLVED FURTHER THAT any one of the Directors and the Chief Financial Officer and the Company Secretary of the Company be and are hereby severally authorized to furnish a certified copy of this resolution and to do all such acts, deeds, matters and things as may be necessary and expedient to implement this decision."

1. To consider and if thought fit, to pass with or without modification(s), the following resolution as SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to the provisions of section 149 & 152 read with schedule IV and other applicable provisions of the Companies Act, 2013 and the rules made thereunder and as per provisions of Regulation 17(1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions including any statutory modification(s) or re-enactment thereof for the time being in force and on the basis of the recommendation of the Nomination and Remuneration (HR) Committee and the Board of Directors, Prof. Alberto Luigi Sangiovanni Vincentelli (DIN: 05260121), who was appointed as an Independent Director of the Company for a period of 5 years with effect from January 16, 2019, not liable to retire by rotation, the approval of the Members of the Company be and is hereby

accorded to Prof. Alberto Luigi Sangiovanni Vincentelli (DIN: 05260121) to continue to hold office as an Independent Director of the Company on attaining the age of 75 years (Date of Birth: June 23, 1947) during his current tenure of directorship valid till January 15, 2024.

RESOLVED FURTHER THAT any one of the Directors and the Chief Financial Officer and the Company Secretary of the Company be and are hereby severally authorized to furnish a certified copy of this resolution and to do all such acts, deeds, matters and things as may be necessary and expedient to implement this decision."

By Order of the Board of Directors For KPIT Technologies Limited

Pune Nida Deshpande July 23, 2021 Company Secretary

NOTES:

• 1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, ("the Act") is annexed hereto.
• 1. The relevant details, pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Regulations") and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment at this AGM is annexed.
• 1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs ("MCA") has vide its General Circular Nos. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020 and General Circular No. 02/2021 dated January 13, 2021, (collectively referred to as "MCA Circulars") & Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 and SEBI/ HO/ CFD/ CMD2/ CIR/ P/ 2021/11 issued by the Securities and Exchange Board of India (SEBI) dated May 12, 2020, & January 15, 2021 respectively permitted the holding of the Annual General

Meeting ("AGM") through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Act, SEBI Regulations, 2015 and MCA Circulars, the AGM of the Company is being held through VC / OAVM.

• 1. Pursuant to the provisions of the Act and MCA Circulars, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence, the Proxy Form is not annexed to this Notice.
• 1. Participation of members through VC will be reckoned for the purpose of quorum for the AGM as per section 103 of the Act.
• 1. Pursuant to the provisions of Section 108 of the Act, the Rules made thereunder and Regulation 44 of the SEBI Regulations, the Company is providing a facility to the shareholders to exercise their right to vote by electronic means (e-voting). Instructions for e-voting are attached to this notice.
• 1. The facility for voting during the AGM ("Insta Poll") will also be made available. Members present in the AGM through VC and who have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through Insta Poll during the AGM.
• 1. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote through remote e-voting. The said Resolution/ Authorization shall be sent to the Scrutinizer by email through its registered email address to jbbhave@gmail.com with a copy marked to evoting@kfintech.com. Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC.
• 1. The Company has fixed Wednesday, August 18, 2021 as the Cut-off Date for determining entitlement of members to vote on the resolutions set forth in above notice for the financial year ended March 31, 2021.
• 1. The e-voting period commences on Friday, August 20, 2021 (1:00 p.m. IST) and ends on Tuesday, August 24, 2021 (5:00 p.m. IST) both days inclusive. During this period, members holding shares either in physical or dematerialized form, as on cut-off date, i.e. as on Wednesday, August 18, 2021 may cast their votes electronically. The e-voting module will be disabled by KFin Technologies Private Limited ("KFintech") for voting thereafter.
• 1. A member will not be allowed to vote again on any resolution on which vote has already been cast and shall not be allowed to change it subsequently. The voting rights of members shall be in proportion to the number of shares held by the members as on the cut‑off date, i.e. Wednesday, August 18, 2021.
• 1. Any person who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at einward.ris@kfintech. com. However, if he / she is already registered with KFintech for remote e-voting then he / she can use his / her existing user ID and password for casting the vote.
• 1. In light of the MCA Circulars, Notice of the AGM along with the Annual Report 2020-21 is being sent by electronic mode to those Members whose email addresses are registered with the depositories. For Members who have not registered their email addresses, we urge members to support our commitment to environmental protection by choosing to receive the Company's communication through email. Members holding shares in demat mode, who have not registered their email addresses are requested to register their email addresses with their respective depository participants, and members holding shares in physical mode are requested to update their email addresses with the Company's RTA, KFin Technologies Private Limited at einward.ris@ kfintech.com to receive copies of the Annual Report 2020-21 in electronic mode.
• 1. In light of the MCA Circulars, shareholders who have not registered their email addresses and in consequence the Notice & Annual Report could not be serviced, may temporarily get their email address registered with the Company's Registrar and Share Transfer Agent, KFin Technologies Private Limited, by clicking the link: https://ris.kfintech. com/clientservices/mobilereg/mobileemailreg. aspx and follow the registration process as guided thereafter. Post successful registration of the email, the shareholder would get soft copy of the notice and the procedure for e-voting along with the User ID and Password to enable e-voting for this Annual General Meeting.
• 1. Members may also note that the Notice and Annual Report 2020-21 will also be available on the Company's website https://www.kpit.com/ investors/#corporate-governance and websites of the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited, at www.bseindia. com and www.nseindia.com respectively.
• 1. Members desirous of obtaining any information concerning the accounts, operations, and business of the Company are requested to address their queries to the Chief Investor Relation Officer at Sunil.Phansalkar@kpit.com or to the secretarial department at grievances@kpit.com so as to reach them at least seven days before the date of the meeting i.e. Wednesday, August 18, 2021, to enable the Company to make available the required information at the meeting, to the extent possible.
• 1. The Securities and Exchange Board of India ("SEBI") has made it mandatory to distribute dividends through electronic channel such as RTGS/NEFT/ NACH. Members holding shares in demat form are requested to notify change in their bank account details, if any, to their DPs immediately and not to send the requests directly to the Company or to its Registrar & Share Transfer Agent.

Members holding shares in physical form are requested to intimate change in their Bank account details, if any, to the Registrar & Share Transfer Agent of the Company.

1. SEBI has mandated the submission of the Permanent Account Number (PAN) by every participant in the securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their DPs. Members holding shares in physical form are required to submit their PAN details to the Registrar & Share Transfer Agent.

2. 1. Members are requested to:
3. quote their Registered Folio number in case of shares in physical form and DP ID and Client ID in case of shares in demat form, in their correspondence(s) to the Company.
4. direct all correspondence related to shares including consolidation of folios, if shareholdings are under multiple folios, to the RTA of the Company.
5. take note that SEBI has included the securities of the Company in the list of companies for compulsory settlement of trades in dematerialized form for all the investors effective June 26, 2000. Accordingly, shares of the Company can be traded only in dematerialized form with effect from June 26, 2000. Members holding shares in physical form are, therefore, requested to get their shares dematerialized at the earliest.
6. 1. All the shareholder are requested to note that, in terms of the provisions of the Income-tax Act, 1961, as amended by the Finance Act, 2020, Dividend paid or distributed by Company on or after April 1, 2020 shall be taxable in the hands of the shareholders. Every Company is required to deduct tax at source ("TDS") on Dividend to be paid to shareholders at the prescribed rate. Therefore, if dividend is declared, same will be paid after deducting TDS. Shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H, to avail the benefit of non-deduction of tax at source. The Shareholders can submit their declarations directly to RTA at https://ris.kfintech.com/form15. Forms are available on website of RTA at https://mfs.kfintech. com/mfs/.
7. 1. The Register of Directors and Key Managerial Personnel and their shareholding, maintained

under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the members during the AGM.

All documents referred to in the Notice will be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM, i.e. Wednesday August 25, 2021. Members seeking to inspect such documents may send an email to grievances@kpit. com

1. Since Annual General Meeting of the Company is held through VC /OAVM, the Attendance sheet, Venue Route map is not attached with this notice.

EXPLANATORY STATEMENT AND ADDITIONAL INFORMATION ON DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AT THE ANNUAL GENERAL MEETING.

[As required by Section 102 of the Companies Act, 2013 ("the Act") and pursuant to Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings ("SS-2"), issued by the Institute of Company Secretaries of India and approved by the Central Government, the following Explanatory Statement sets out all material facts relating to the business mentioned under Item Nos. 4, 5 & 6 of accompanying Notice.]

Item No. 4

Mr. Sachin Tikekar, aged 53 years, is the Co-Founder and President of KPIT. Mr. Tikekar has been with the Company since the beginning and has led and guided the Company in different areas. In his current role, Mr. Tikekar is responsible for growing & nurturing strategic relationships with customers and partners.

Mr. Tikekar has served the Company in a number of capacities. He has been the Executive Sponsor for Europe. He was the Chief People & Operations Officer with responsibility for imbibing KPIT culture in the organization, accelerating learning opportunities for employees globally and fostering innovation in attracting, nurturing and retaining talent. He was also the Chief Operating Officer for KPIT in the US. He established the company's now deeply rooted presence in the US.

Over the years, Mr. Tikekar has spearheaded the successful integration of acquired entities within KPIT. Before joining KPIT, he has worked with US Sprint and Strategic Positioning Group.

Mr. Tikekar holds Master's in Strategic Management and International Finance from Temple University.

The details of his directorships and membership of committees in other companies are as follows on March 31, 2021:

Names of the Companies	Designation
Sanis Estate Private Limited	Director
Nostrum High Performance Inc.	Director
Hypower Mobility Private Limited	Director
KPIT Technologies Netherlands B. V.	Director
KPIT (Shanghai) Software Technology Co.	Director
Limited
KPIT Technologies GK	Director
KPIT Technologies Inc.	Director
KPIT Technologies Holding Inc.	Director
KPIT Technologies Pte. Limited	Director
KPIT Technologias Ltda.	Director
ThaiGerTec Co., Limited	Director

He does not hold membership in any committee in other companies.

Mr. Tikekar has been a Director on our Board since incorporation and appointed as Whole-time Director from January 16, 2019 for a period of five years subject to retirement by rotation.

As on March 31, 2021, Mr. Tikekar holds 840,800 equity shares in the Company.

Mr. Tikekar is not related to any other Director or Key Managerial Personnel of the Company or their relatives.

Except Mr. Sachin Tikekar or his relatives, none of the Directors or key managerial personnel or their relatives are concerned or interested, financially or otherwise, in the proposed resolution.

The Board of Directors recommends the Ordinary Resolution set forth as Item No. 4 of the Notice for approval of the shareholders.

Item No. 5:

As per the provisions of Section 197 of the Companies Act, 2013 ("the Act"), read with Schedule V and the Rules made thereunder, the total managerial remuneration payable by the Company to its directors, including managing director, whole-time director and manager, if any, in respect of any financial year may exceed 11% of the net profits of the Company, provided the same is approved by the members of the Company with requisite majority. This is an enabling provision introduced by the Parliament recently in section 197 of the Companies Act, 2013.

Current limits are applicable to profits of the Standalone entity. Our experience is that the Consolidated profits are 160% of the profits of the Standalone entity. The Board of Directors supervises entire operations of the Company in its consolidated form. The Executive Directors manage the operations of the consolidated entities structure of the Company and not just the Standalone entity. The Dividend pay-out ratio for distribution to shareholders is also worked out on the basis of the Consolidated Profits of the Company.

The current applicable legal provisions restrict the calculations with reference only to Standalone entity Profits and the same are not in alignment with actual operations handled by the Company. We therefore, are seeking to incorporate this difference by appropriately expanding the limits as they are applied to the Standalone entity. The upward revision in the limits will also help us to appropriately remunerate directors, both Executive and Non-executive Directors who can be based abroad and for whom different level of remuneration is expected to be paid.

Pursuant to the recommendation of the Nomination and Remuneration (HR) Committee, the Board of Directors of the Company in its meeting held on June 21, 2021, recommended to increase the overall maximum limit of managerial remuneration payable by the Company in respect of any financial year from 11% to 17% of the net profits of the Company, computed in the manner as laid down in section 198 of the Act.

Further, as regards the remuneration of managing director, whole-time director and manager, as per the provisions of Section 197 of the Act, read with schedule V and the rules made thereunder, the total managerial remuneration payable by a Company to its directors, including managing director, whole-time director and manager, if any, in respect of any financial year may exceed 5% or 10% of the net profits of the Company, provided the same is approved by the members of the Company with requisite majority. This is an enabling provision introduced by the Parliament recently in section 197 of the Companies Act, 2013. At the same time, companies are now permitted to pay their managing directors and whole-time directors remuneration in excess of the limit of 5% or 10% of net profits in any financial year, subject to the approval of members of the Company by special resolution.

Pursuant to the recommendation of the Nomination and Remuneration (HR) Committee, the Board of Directors of the Company in its meeting held on June 21, 2021, the special resolution set out above seeks approval of the members for increasing the limit of 5% or 10% to 8% or 15% respectively for the remuneration payable to one or more managing directors and/or whole-time directors or manager of the Company in any financial year.

Regulation 17(6)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, requires a company to seek approval of members by special resolution if the limit provided for payment of remuneration to executive directors exceeds the limit under Regulation 17(6)(e). The special resolution set out above also seeks approval of the members for payment of remuneration to executive directors for the increased limit till the expiry of their term under Regulation 17(6)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, as regards the remuneration of the Nonexecutive Directors, as per the provisions of section 197 of the Act read with schedule V and the rules made thereunder, companies are now permitted to pay their non-executive directors remuneration in excess of the limit of 1% of net profits in any financial year, subject to the approval of members of the Company by special resolution.

Pursuant to the recommendation of the Nomination and Remuneration (HR) Committee, the Board of Directors of the Company in its meeting held on June 21, 2021, set out above as special resolution seeking approval of

the members for increasing the limit of 1% to 2% for the remuneration payable to non- executive directors of the Company in any financial year.

Except Mr. S. B. (Ravi) Pandit, Mr. Kishor Patil, Mr. Sachin Tikekar, Mr. Anant Talaulicar, Mr. B V R Subbu, Prof. Alberto Luigi Sangiovanni Vincentelli, Dr. Nickhil Jakatdar and their relatives, none of the key managerial personnel or any of their relatives are, in any way, concerned or interested, whether financially or otherwise, in this resolution.

Ms. Shubhalakshmi Panse resigned from the position of Independent Director with effect from June 17, 2021.

None of the Directors are related to each other or key managerial personnel of the Company or their relatives.

The Board of Directors recommends the Special Resolution set forth as Item No. 5 of the Notice for approval of the shareholders.

Item No. 6

Prof. Alberto Luigi Sangiovanni Vincentelli, aged 74 years, was appointed as an Independent Director for a period of 5 years, not liable to retire by rotation, from January 16, 2019 and to hold office till January 15, 2024 pursuant to the provisions of Section 149 of the Companies Act, 2013.

Pursuant to Regulation 17(1A) of the Listing Regulations, 2015, with effect from April 1, 2019, no listed entity shall appoint a person or continue the directorship of any person as a non-executive director who has attained the age of 75 years unless special resolution is passed to that effect.

Prof. Alberto is the Buttner Chair at the Department of Electrical Engineering & Computer Sciences, University of California, Berkeley. He is a Co-founder of Cadence and Synopsys, the two leading companies in the area of Electronic Design Automation. Prof. Alberto is a member of the Board of Directors of Cadence. He was a member of the HP Strategic Technology Advisory Board, of the ST Microelectronics Advisory Board and of the Science and Technology Advisory Board of General Motors as well as a member of the Technology Advisory Council of United Technologies Corporation. He served as the Chairperson of the Strategy Committee of the Italian Strategic Fund, and as the Chairperson of the National Committee of

Research Trustees for the Italian Ministry of University, Education and Scientific Research. He is the Chairperson of four High Tech Startup in UK, Netherlands and Italy. He consulted for several companies such as Intel, IBM, ATT, General Electric, BMW, Mercedes, Magneti Marelli, GM, Fujitsu, Kawasaki Steel, Pirelli and Telecom Italia. He possesses a vast experience of more than 50 years.

Prof. Alberto is well conversant with the Company's business industry & related business areas of the Company. He brings independent judgement and gives thoughtful directions in Board room discussions or otherwise. He has been a keen observer of IT industry since decades and his vision domain, has helped the Company to achieve significant growth in strategy & planning at global level. He has vast knowledge in AI & Digital solutions in area of Autonomous Driving, Connected Vehicles, Vehicle Networks, Diagnostics and has a proactive and prophetic knowledge of technology and allied risks.

Accordingly, considering the significant benefits that are reaped by the Company from the experience, expertise, mature wisdom and performance evaluation of Prof. Alberto, the approval of the Members is being sought by way of special resolution mentioned in the Item No. 6 of this Notice for his continuation as an Independent Director of the Company on attaining age of 75 years (Date of Birth: June 23, 1947) during his current tenure of directorship valid till January 15, 2024.

The details of his directorships and membership of committees in other companies are as follows on March 31, 2021:

Names of the Companies	Designation
Expert System USA	Director
Cadence Design Systems	Director
Expert Systems	Director
Cogisen	Director
EXEIN	Director
Quantum Motion	Director
Cy4Gate	Director
Phoelex	Director

Directorships:

Membership/Chairmanship:

Name of the	Name of the	Member /
Company	Committee	Chairman
Cy4Gate	Strategy Committee	Chairman
Cadence Design Systems	Strategy Committee	Member
Quantum Motion	Remuneration Committee	Member

As on March 31, 2021, Prof. Alberto does not hold any shares in the Company.

Details of Prof. Alberto's last drawn remuneration are given in the Corporate Governance report of this annual report.

Except Prof. Alberto or his relatives, none of the Directors or key managerial personnel or their relatives are concerned or interested, financially or otherwise, in the proposed resolution.

The Board of Directors recommends the Special Resolution set forth as Item No. 6 of the Notice for approval of the shareholders.

PROCEDURE FOR REMOTE E-VOTING, PARTICIPATION AND VOTING AT E-AGM ("INSTAPOLL")

• 1. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI (Listing Obligations Disclosure Requirement) Regulations, 2015 ("Listing Regulations") and in terms of SEBI vide circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting facility provided by listed entities, the Members are provided with the facility to cast their vote electronically, through the e-Voting services provided by KFin Technologies Private Limited ("KFintech/ KFin"), on all the resolutions set forth in this Notice. The instructions for e-Voting are given herein below.
• 1. However, in pursuant to SEBI circular no. SEBI/HO/ CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on "e-Voting facility provided by Listed Companies", e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs in order to increase the efficiency of the voting process.
• 1. Individual demat account holders would be able to cast their vote without having to register again with the E-Voting Service Provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and e-mail ID with their DPs to access e-Voting facility.
• 1. The remote e-Voting period commences on Friday, August 20, 2021 (1.00 P.M.) and ends on Wednesday, August 24, 2021 (5.00 P.M.).
• 1. The voting rights of Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date i.e. Wednesday, August 18, 2021.
• 1. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@ Kfintech.com. However, if he / she is already registered with KFintech for remote e-Voting then he /she can use his / her existing User ID and password for casting the vote.
• 1. In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under "Login method for remote e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode."
• 1. The details of the process and manner for remote e-Voting and e-AGM are explained herein below:

Step 1 : Access to Depositories e-Voting system in case of individual shareholders holding shares in demat mode.

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

Step 3 : Access to join virtual meetings (e-AGM) of the Company on KFin system to participate in e-AGM and vote at the AGM ("Instapoll").

Details on Step 1 are mentioned below:

i. Login method for remote e-Voting for Individual shareholders holding securities in demat mode.

Type of shareholders	Login Method
Individual Shareholders	1.		User already registered for IDeAS facility:
holding securities in demat mode with NSDL		i.	Visit URL: https://eservices.nsdl.com
		ii.	Click on the "Beneficial Owner" icon under "Login" under 'IDeAS' section.
		iii.	On the new page, enter User ID and Password. Post successful authentication, click on "Access to e-Voting"
		iv.	Click on company name or e-Voting service provider and you will be re directed to e-Voting service provider website for casting the vote during the remote e-Voting period.
	2.		User not registered for IDeAS e-Services
		i.	To register click on link : https://eservices.nsdl.com
		ii.	Select "Register Online for IDeAS" or click at https://eservices.nsdl.com/ SecureWeb/IdeasDirectReg.jsp
		iii.	Proceed with completing the required fields.
		iv.	Follow steps given in points 1.
	3.		Alternatively by directly accessing the e-Voting website of NSDL
		i.	Open URL: https://www.evoting.nsdl.com/
		ii.	Click on the icon "Login" which is available under 'Shareholder/Member' section.
		iii.	A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen.
		iv.	Post successful authentication, you will requested to select the name of the company and the e-Voting Service Provider name, i.e. KFintech.
		v.	On successful selection, you will be redirected to KFintech e-Voting page for casting your vote during the remote e-Voting period.

Type of shareholders	Login Method
Individual Shareholders	1.	Existing user who have opted for Easi / Easiest
holding securities in		i. Visit URL: https://web.cdslindia.com/myeasi/home/login or
demat mode with CDSL		URL: www.cdslindia.com
		ii. Click on New System Myeasi
		iii. Login with your registered user id and password.
		iv. The user will see the e-Voting Menu. The Menu will have links of ESP i.e. KFintech e-Voting portal.
		v. Click on e-Voting service provider name to cast your vote.
	2.	User not registered for Easi/Easiest
		i. Option to register is available at
		https://web.cdslindia.com/myeasi/Registration/EasiRegistration
		ii. Proceed with completing the required fields.
		iii. Follow the steps given in point 1
	3.	Alternatively, by directly accessing the e-Voting website of CDSL
		i. Visit URL: www.cdslindia.com
		ii. Provide your demat Account Number and PAN No.
		iii. System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account.
		iv. After successful authentication, user will be provided links for the respective ESP, i.e KFintech where the e-Voting is in progress.
Individual Shareholder login through their demat accounts / Website of Depository Participant	i.	You can also login using the login credentials of your demat account through your DP registered with NSDL /CDSL for e-Voting facility.
	ii.	Once logged-in, 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.
	iii.	Click on options available against company name or e-Voting service provider – Kfintech and you will be redirected to e-Voting website of KFintech for casting your vote during the remote e-Voting period without any further authentication.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.

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

Login type	Helpdesk details
Securities held with	Please contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll
NSDL	free no.: 1800-1020-990 and 1800 22-44-30
Securities held with	Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or
CDSL	contact at 022- 23058738 or 022-23058542-43

Details on Step 2 are mentioned below:

• ii. Login method for e-Voting for shareholders other than Individual's shareholders holding securities in demat mode and shareholders holding securities in physical mode.
• A. Members whose email IDs are registered with the Company/ Depository Participants (s), will receive an email from KFintech which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:
• i. Launch internet browser by typing the URL: https://evoting.kfintech.com/
• ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number), followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting the vote.
• iii. After entering these details appropriately, click on "LOGIN".
• iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,\$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
• v. You need to login again with the new credentials.

• vi. On successful login, the system will prompt you to select the "EVEN" of the Company and click on "Submit"

• vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under "FOR/AGAINST" or alternatively, you may partially enter any number in "FOR" and partially "AGAINST" but the total number in "FOR/AGAINST" taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either "FOR" or "AGAINST" it will be treated as "ABSTAIN" and the shares held will not be counted under either head.

• viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.
• ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.
• x. You may then cast your vote by selecting an appropriate option and click on "Submit".
• xi. A confirmation box will be displayed. Click "OK" to confirm else "CANCEL" to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).

• xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/ Authority Letter etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to cast its vote through remote e-voting. together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email id jbbhave@gmail.com with a copy marked to evoting@kfintech.com. The scanned image of the above-mentioned documents should be in the naming format "Corporate Name_EVEN No."

• B. Members whose email IDs are not registered with the Company/Depository Participants(s), and consequently the Annual Report, Notice of AGM and e-voting instructions cannot be serviced, will have to follow the following process:

• i. Members who have not registered their email address and in consequence the Annual Report, Notice of AGM and e-voting instructions cannot be serviced, may temporarily get their email address and mobile number regsitered with KFintech, by accessing the link: https://ris.kfintech.com/ clientservices/mobilereg/mobileemailreg.aspx. Members are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the notice and e-voting instructions along with the User ID and Password. In case of any queries, member may write to einward.ris@ kfintech.com.
• ii. Alternatively, member may send an e-mail request at the email id einward.ris@kfintech. com along with scanned signed copy of the request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Annual report, Notice of AGM and the e-voting instructions.
• iii. After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.

Details on Step 3 are mentioned below:

• iii. Instructions for all the shareholders, including Individual, other than Individual and Physical, for attending the AGM of the Company through VC/ OAVM and e-Voting during the meeting ("Instapoll").
• i. Member will be provided with a facility to attend the AGM through VC / OAVM platform provided by KFintech. Members may access the same at https://emeetings.kfintech. com/ by using the e-voting login credentials provided in the email received from the KFintech. After logging in, click on the Video

Conference tab and select the EVEN of the Company. Click on the video symbol and accept the meeting etiquettes to join the meeting.

Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned above.

• ii. The Members can join the e-AGM 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice
• iii. Members are encouraged to join the Meeting through Laptops/ Desktops with Google Chrome (preferred browser), Safari, Internet Explorer, Microsoft Edge, Mozilla Firefox 22.
• iv. Members will be required to grant access to the webcam to enable VC / OAVM. Further, Members connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• v. The Members who have not cast their vote through remote e-voting shall be eligible to cast their vote through e-voting system available during the AGM. E-voting during the AGM is integrated with the VC / OAVM platform. The Members may click on the voting icon displayed on the screen to cast their votes.
• vi. A Member can opt for only single mode of voting i.e., through Remote e-voting or voting at the AGM. If a Member casts votes by both modes, then voting done through Remote e-voting shall prevail and vote at the AGM shall be treated as invalid.
• vii. Institutional Members are encouraged to attend and vote at the AGM through VC / OAVM.

OTHER INSTRUCTIONS

• i. Speaker Registration: The Members who wish to speak during the meeting may register themselves as speakers for the AGM to express their views. They can visit https://emeetings.kfintech.com and login through the user id and password provided in the mail received from Kfintech. On successful login, select 'Speaker Registration' which will opened from Friday, August 20, 2021 (1.00 P.M.) to Monday, August 23, 2021 (1.00 P.M). Members shall be provided a 'queue number' before the meeting. The Company reserves the right to restrict the speakers at the AGM to only those Members who have registered themselves, depending on the availability of time for the AGM.
• ii. Post your Question: The Members who wish to post their questions prior to the meeting can do the same by visiting https://emeetings.kfintech. com. Please login through the user id and password provided in the mail received from Kfintech. On successful login, select 'Post Your Question' option which will opened from Friday, August 20, 2021 (1.00 P.M.) to Monday, August 23, 2021 (1.00 P.M). Please note that, shareholders' questions will be answered only if the shareholder continue to hold the shares as on cut-off date i.e. Wednesday, August 18, 2021.
• iii. In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of https://evoting.kfintech.com (KFintech Website) or email at evoting@kfintech.com or call KFintech's toll free No. 1-800-309-4001 for any further clarifications.
• iv. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on Wednesday, August 18, 2021, being the cut-off date,

are entitled to vote on the Resolutions set forth in this Notice. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only. Once the vote on a resolution(s) is cast by the Member, the Member shall not be allowed to change it subsequently.

• v. In case a person has become a Member of the Company after dispatch of AGM Notice but on or before the cut-off date for E-voting, he/she may obtain the User ID and Password in the manner as mentioned below:
• i. If the mobile number of the member is registered against Folio No./ DP ID Client ID, the member may send SMS: MYEPWD E-Voting Event Number + Folio No. or DP ID Client ID to 9212993399
• 1. Example for NSDL:
• MYEPWD IN12345612345678
• 1. Example for CDSL:
• MYEPWD 1402345612345678
• 1. Example for Physical:

MYEPWD XXXX1234567890

• ii. If e-mail address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https:// evoting.kfintech.com/ , the member may click "Forgot Password" and enter Folio No. or DP ID Client ID and PAN to generate a password.
• iii. Members who may require any technical assistance or support before or during the AGM are requested to contact KFintech at toll free number 1-800-309-4001 or write to them at evoting@kfintech.com.