Lyka Labs Ltd. — Proxy Solicitation & Information Statement 2023

Mar 16, 2023

Kishore Digitally signed by Kishore Prafullchandra Shah Prafullchandra Shah Date: 2023.03.16 15:11:15 +05'30'

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LYKA LABS LIMITED

CIN: L24230GJ1976PLC008738 Registered Office : 4801 / B & 4802 / A, GIDC Industrial Estate, Ankleshwar, Gujarat, 393 002. Corporate Office : Ground Floor, Spencer Building, 30, Forjett Street, Grant Road (West), Mumbai-400 036. Phone: 022- 66112200, Website: www.lykalabs.com; Email: companysecretary@lykalabs.com

NOTICE OF POSTAL BALLOT

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

Dear Member(s),

NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (the ‘Act’) read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (the ‘Rules’), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘SEBI Listing Regulations’) (including any statutory modification or reenactment thereof for the time being in force), in compliance with the Circular No. 11/ 2022 dated December 28, 2022, read with Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021 and 03/2022 dated May 05, 2022 issued by the Ministry of Corporate Affairs (the ‘MCA Circulars’), the SBI Circular No. SEBI /HO/ CFD/ CMD1/ CIR/ P/ 2020/ 79 dated May 12, 2020 (the ‘SEBI Circular’), and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (‘SS-2’), as amended; to transact the special business as set out hereunder by passing Ordinary Resolution, by way of postal ballot through voting by electronic means (remote e-voting) only.

SPECIAL BUSINESS:

Re-appointment of Mr. Yogesh Shah (DIN:06396150) as an Executive Director

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

“RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’, The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modifications or reenactment(s) thereof for the time being in force) and as per the recommendation of the Nomination and Remuneration Committee of the Company and as approved by Board of Directors of the Company, the Consent of the Members be and is hereby accorded for re-appointment of Mr. Yogesh Shah, Chief Financial Officer (CFO) of the Company, as an Executive Director of the Company with effect from 12th February 2023 till the conclusion of the 46th Annual General Meeting of the Company on such term and conditions, including remuneration as set out below:

• i. Salary of Rs.2,50,000/- (Rupees Two Lacs Fifty Thousand only) per month with such annual increment as may be decided by the Board of the Company from time to time up to ceiling of Rs.3,50,000/- (Rupees Three Lakhs Fifty Thousand only) per month during his term of office as an Executive Director, with following components:

• a. Basic– 50% of the salary.

• b. House Rent Allowance – 25% of the salary.

• c. All Other Allowances – 19% of the salary.

• d. Contribution to Provident Fund – 6% of the salary.

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• ii. He will be eligible for the personal accident insurance and encashment of un-availed privilege leave at the end of the tenure.

• iii. Any reimbursement of travelling and accommodation expenses actually incurred within India and abroad for business purposes of the Company and shall not be considered as perquisite.

RESOLVED FURTHER THAT in case of inadequacy of the profit or loss, incurred during the financial years during the tenure of the appointment of Executive Director, he shall be paid remuneration up to Rs.3,50,000/- (Rupees Three Lakhs Fifty Thousand only) per month plus the perquisite.

RESOLVED FURTHER THAT Mr. Kunal Gandhi (DIN: 01516156), Managing Director & CEO and Mr. Kishore P. Shah, Company Secretary & Compliance Officer; of the Company, be and are hereby severally authorised to sign and submit necessary documents and to do all such acts, deeds or things to give affect the above resolution.

RESOLVED FURTHER THAT a certified true copy of this resolution be furnished to the concerned for its record.”

Registered Office: 4801/B & 4802/A, GIDC Industrial Estate, Ankleshwar, Gujarat – 393 002.

For Lyka Labs Limited

Sd/-

Corporate Office: Spencer Building, Ground Floor, 30 Forjett Street, Grant Road West, Mumbai - 400 036.

Kishore P. Shah Company Secretary & Compliance Officer

Tel, : +91-022-66112200 E-mail: companysecretary@lykalabs.com Website: www.lykalabs.com CIN: L24230GJ1976PLC008738

Mumbai, 15th March 2023.

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NOTES:

1. The relevant Statement pursuant to the provisions of Section 102 of the Act read with Section 110 of the Act and Rule 22 of the Rules, as amended, setting out the material facts relating to the aforesaid resolution and the reason thereof is annexed hereto and forms part of this Notice.

2. In compliance with the MCA Circulars and the SBI Circular, this Postal Ballot Notice is being sent only through electronic mode to those members whose email addresses are registered either with the Company or the Register & Share Transfer Agent (RTA) of the Company or their respective Depository Participants as on 10th March 2023 (i.e. the ‘Cut-off Date’).

3. The Company is providing the facility of remote e-voting to its members and has engaged the services of National Securities Depository Limited (the ‘NSDL’) for this purpose. The members are requested to go through the detailed “INSTRUCTIONS FOR E-VOTING” and Notes appended to the Postal Ballot Notice.

4. The Postal Ballot Notice has been uploaded on the website of the Company at www.lykalabs.com. The Notice can also be accessed from the 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. The Notice is also disseminated on the website of the NSDL at www.evoting.nsdl.com.

5. The voting shall commence on Friday, 17th March 2023, at 9:00 a.m. (IST) and shall end on Saturday, 15th April 2023, at 5:00 p.m. (IST). During this period, the members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The remote e-voting module shall be disabled by the NSDL for voting thereafter.

6. The relevant documents referred to in the Notice and the Explanatory Statement are open for inspection by the members at the Corporate Office of the Company from Monday to Friday except public holidays, between 10:00 a.m. to 1:00 p.m. upto the Friday, 14th April 2023, at 5:00 p.m.

7. The Board has appointed Mr. Kaushal Doshi of M/s. Kaushal Doshi & Associates, Practicing Company Secretary, (CP 13143) as a scrutinizer (the ‘Scrutinizer’) to scrutinize the remote e-voting process in a fair and transparent manner.

8. The Chairman or in his absence any other Director authorised by the Board of Directors of the Company, shall forthwith on receipt of the Consolidated Scrutinizer’s Report, declare the results of the e-voting. The results of e-voting will be declared and published, along with consolidated Scrutinizer’s Report, on the website of the Company at www.lykalabs.com and on the NSDL website at www.evoting.nsdl.com and the same shall also be simultaneously communicated to the BSE Limited and the National Stock Exchange of India Limited within two working days from the conclusion of e-voting process.

9. The resolution passed by the members through postal ballot are deemed to have been passed as if they are passed at a general meeting of the members.

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PROCEDURE FOR REMOTE E-VOTING:

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:

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

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

- Step 1: Access to NSDL e Voting system

- A Login method for e Voting for Individual shareholders holding securities in demat mode

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

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 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 i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless votingexperience.

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Individual Shareholders holding securities in demat mode with CDSL	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 users to login Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 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 of the e-Voting service provider 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, 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 CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on 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.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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.

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

	**Login type **	Helpdesk details
	Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at 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 helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33
	B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. How to Log-in to NSDL e-Voting website? 1. 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. 2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. 3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically. 4. Your User ID details are given below : Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical Your User ID is: a) For Members who hold shares in demat account with NSDL. 8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**. b) For Members who hold shares in demat account with CDSL. 16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12** c) For Members holding shares in Physical Form. EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001** 5. Password details for shareholders other than Individual shareholders are given below: a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password. c) How to retrieve your ‘initial password’? (i) Ifyour email ID is registered inyour demat account or with the company, your ‘initial
	1. 2. 3. 4. 5.

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

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

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

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

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• 1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
• 1. Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.

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

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

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

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

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

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

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

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

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

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General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the

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Scrutinizer by e-mail to doshikaushal20@gmail.com with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

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

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

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

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

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to companysecretary@lykalabs.com. If you are an Individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e- Voting for Individual shareholders holding securities in demat mode.

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

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

Registered Office: 4801/B & 4802/A, GIDC Industrial Estate, Ankleshwar, Gujarat – 393 002.

For Lyka Labs Limited

Kishore P. Shah

Company Secretary & Compliance Officer

Corporate Office: Spencer Building, Ground Floor, 30 Forjett Street, Grant Road West, Mumbai - 400 036.

Tel, : +91-022-66112200 E-mail: companysecretary@lykalabs.com Website: www.lykalabs.com CIN: L24230GJ1976PLC008738

Mumbai, 15th March 2023.

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ANNEXURE TO THE NOTICE

In conformity with the provision of the Section 102 of the Companies Act, 2013, the following statements set out in all the material facts relating to the special business as mentioned in the notice, including brief details of the Director who is seeking re-appointment as per the requirement of the Regulation 36(3) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015.

Brief profile of Mr. Yogesh Shah (DIN: 06396150)

Mr. Yogesh Shah, (Age 62) Commerce Graduate, has more than 30 years of experience in Accounting and Finance field. He has been appointed as a Chief Financial Officer of the Company since July, 2014. In addition to Chief Financial Officer he was also appointed as an Executive Director of the Company.

Terms and conditions of re-appointment

Mr. Yogesh Shah is being re-appointed as an Executive Director w.e.f. 12th February 2023 till the conclusion of the 46th Annual General Meeting of the Company.

The main terms and conditions relating to the re-appointment of Mr. Yogesh Shah as an Executive Director are as follows:

• i. Salary of Rs.2,50,000/- (Rupees Two Lacs Fifty Thousand only) per month with such annual increment as may be decided by the Board of the Company from time to time up to ceiling of Rs.3,50,000/- (Rupees Three Lakhs Fifty Thousand only) per month during his term of office as an Executive Director, with following components:

• a. Basic– 50% of the salary.

• b. House Rent Allowance – 25% of the salary.

• c. All Other Allowances – 19% of the salary.

• d. Contribution to Provident Fund – 6% of the salary.

• ii. He will be eligible for the personal accident insurance and encashment of un-availed privilege leave at the end of the tenure.

• iii. Any reimbursement of travelling and accommodation expenses actually incurred within India and abroad for business purposes of the Company and shall not be considered as perquisite.

• In case of inadequacy of the profit or loss, if any, incurred during the financial years during the tenure of the appointment of Executive Director, he shall be paid remuneration up to Rs.3,50,000 (Rupees Three Lakhs Fifty Thousand only) per month plus the perquisite.

Board Meeting Attendance

During the Financial Year 2022-23, Mr. Yogesh Shah attended all seven Board Meetings held as on date of this Notice. Mr. Yogesh Shah, being an Executive Director, was not paid any sitting fees for attending the meetings of the Board/Committees.

Last drawn remuneration by Mr. Yogesh Shah : Rs. 1,72,870/- (for the Month of February 2023)

Bodies Corporate (other than Lyka Labs Limited) in which Mr. Yogesh Shah holds directorships and committee membership:

Directorships

1. Lyka Exports Limited (Unlisted)

2. Hiralaxmi Business Finance Private limited (Private)

Member of Board Committees: Nil

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Disclosure of Relationship inter-se between Directors, Manager and other Key Managerial Personnel There is no inter-se relationship between Mr. Yogesh Shah, other members of the Board and Key Managerial Personnel of the Company.

Shareholding in the Company

Mr. Yogesh Shah holds 1,000 equity shares of the Company.

Listed entities from which Mr. Yogesh Shah has resigned as director in past 3 years : Nil

Based on the recommendation of the Nomination and Remuneration Committee (‘NRC’), the Board of Directors (‘Board’), at its meeting held on 7th February 2023, re-appointed Mr. Yogesh Shah as an Executive Director w.e.f. 12th February 2023 till the conclusion of 46th Annual General Meeting of the Company, subject to approval of the members of the Company.

The Board, while re-appointing Mr. Yogesh Shah as an Executive Director of the Company, considered his background, experience and contributions to the Company during his past tenure as the Executive Director and the CFO with the Company.

In term of Clause 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, as applicable on the date of appointment of Mr. Yogesh Shah, the approval of members is to be taken in next general meeting or within three months form the date of appointment, whichever is earlier. Since no general meeting is convened at the present, approval of members for above reappointment is being taken through postal ballot.

None of the Directors and Key Managerial Personnel of the Company or their relatives, except Mr. Yogesh Shah, to whom the resolution relates, is concerned or interested in any way in this resolution, except to the extent of his shareholding, if any, in the Company.

The Board recommends the ordinary resolution set forth in the Notice for the approval of the members of the Company.

Registered Office: 4801/B & 4802/A, GIDC Industrial Estate, Ankleshwar, Gujart – 393 002.

Corporate Office: Spencer Building, Ground Floor, 30 Forjett Street, Grant Road West, Mumbai - 400 036.

For Lyka Labs Limited

Sd/- Kishore P. Shah Company Secretary & Compliance Officer

Tel, : +91-022-66112200 E-mail: companysecretary@lykalabs.com Website: www.lykalabs.com CIN: L24230GJ1976PLC008738

Mumbai, 15th March 2023.

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