Mindteck (India) Ltd — Proxy Solicitation & Information Statement 2020

Dec 16, 2020

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Mindteck (India) Limited

(CIN: L30007KA1991PLC039702) AMR Tech Park, Block 1, 3rd Floor #664, 23/24, Hosur Road, Bommanahalli Bengaluru - 560068. India

Tel: +91 80 4154 8000/4154 8300 Fax: +91 80 4112 5813 www.mindteck.com

Ref: MT/SSA/2020-21/33

Scrip Code: 517344

December 16, 2020

Symbol: “Mindteck”

To, BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001	To, National Stock Exchange of India Limited Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai – 400 051

Dear Sir/Madam,

Subject: Postal ballot Notice-Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We hereby enclose a copy of the Postal Ballot Notice dated December 11, 2020 together with the Explanatory Statement which will be sent to all the Members whose names appear on the Register of Members/List of Beneficial Owner as on cut-off date i.e., December 11, 2020.

The Company has engaged the services of Central Depository Services (India) Limited for providing evoting facility to the Members. The evoting will commence at 9:00 AM (IST) on Friday, December 18, 2020 and shall end at 5:00 PM (IST) on Sunday, January 17, 2021 (both days inclusive).

The results of the same will be declared on or before Tuesday, January 19, 2021.

Request you to take the same on record.

Thanking you,

Yours Truly,

For Mindteck (India) Limited

Digitally signed by Shivarama Adiga S. Shivarama DN: cn=Shivarama Adiga S., o=Mindteck (India) Limited, ou=Legal and SecretarialRegistered Office, email=shivarama.adiga@mindteck.com, c=US Date: 2020.12.16 17:56:56 +05'30' Adiga S.

Shivarama Adiga S.

VP, Legal and Company Secretary

UNITED STATES INDIA CANADA SINGAPORE MALAYSIA NETHERLANDS PHILIPPINES BAHRAIN GERMANY TURKEY UNITED KINGDOM

MINDTECK (INDIA) LIMITED (CIN: L30007KA1991PLC039702) Regd. Office: A.M.R. TECH PARK, BLOCK 1, 3[RD] FLOOR, #664, 23/24, HOSUR MAIN ROAD, BOMMANAHALLI, BENGALURU-560 068

Ph: +91-80-4154 8000, Email ID: info@mindteck.com; Website: www.mindteck.com

POSTAL BALLOT NOTICE

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

TO, THE MEMBERS OF MINDTECK (INDIA) LIMITED

NOTICE IS HEREBY given pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of Companies (Management and Administration) Rules, 2014 and any amendments thereto, read with the Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020 and Circular No. 33/2020 dated September 28, 2020, issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”), to seek Members’ approval by way of postal ballot only by voting through electronic means (e-voting) in respect of the Resolutions contained as Special Business given hereunder.

Considering the present COVID-19 pandemic and in accordance with the MCA Circulars, the Notice of Postal Ballot is being sent in electronic form only. The hard copy of the Notice along with Postal Ballot forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot. The Company will send Postal Ballot Notice (“Notice”) by email to all its Members who have registered their email addresses with the Company or Depository Participant(s) and the communication of assent/dissent of the Members will only take place through the remote e-voting system.

Members are requested to carefully read the instructions provided in the Notice and record their assent (FOR) or dissent (AGAINST) only through the remote e-voting process not later than 5:00 p.m. (IST) on January 17, 2021, failing which it will be considered that no reply has been received from the Member.

Members' consent is requested for the proposal contained in the Resolution appended herein below.

The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 pertaining to the said Resolution setting out the material facts and the reasons thereof is annexed hereto along with a Postal Ballot Notice (the "Notice") seeking the Members’ assent or dissent to the proposed Resolutions.

Item No. 1: To approve Mindteck Employees Stock Option Scheme 2020

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

“RESOLVED THAT pursuant to the provisions of section 62(1)(b) and all other applicable provisions if any, of the Companies Act, 2013 (‘the Act’), and the Rules thereunder, Regulation 6 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 read with relevant provisions of Circular No. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 issued by the Securities and Exchange Board of India (collectively referred to as “SEBI SBEB Regulations”), the Memorandum

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and Articles of Association of the Company, the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re-enactment(s) of the Act, the rules or the SEBI SBEB Regulations, for the time being in force and subject to such other approvals, permissions and sanctions, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, consent of the members of the Company be and is hereby accorded to the implementation of ‘ Mindteck Employees Stock Option Scheme 2020’ (‘ESOS’/ ‘Scheme’) through Mindteck Employees Welfare Trust (“Trust”) of the Company, authorising the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee , including the Nomination and Remuneration Committee which the Board has constituted to exercise its powers, including the powers, conferred by this resolution) , contemplating to create, grant and issue from time to time, in one or more tranches, not exceeding 4,16,000 (Four Lakhs Sixteen Thousand) employee stock options to or for the benefit of permanent employees of the Company including any Director, whether whole-time or otherwise (other than the employee who is promoter or person belonging to the promoter group, Independent Directors of the Company and Directors holding directly or indirectly more than 10% of the outstanding equity shares) of the Company or its subsidiaries as may be decided under the Scheme exercisable into not more than 4,16,000 (Four Lakhs Sixteen Thousand) equity shares of face value of Rs.10/- (Rupees Ten) each fully paid-up in aggregate which were already acquired and held by the Trust, wherein one employee stock option would convert in to one equity share upon exercise and to be transferred to the option grantee by the Trust on such terms and conditions as the Board/Committee may decide in accordance with the provisions of the ESOS read with the provisions of the SEBI SBEB Regulations and other applicable laws.

RESOLVED FURTHER THAT the aforesaid equity shares to be transferred by the Trust upon exercise of option shall rank pari passu with the then existing equity shares of the Company.

RESOLVED FURTHER THAT subject to the extent allowed in SEBI SBEB Regulations, in case of any corporate action(s) such as rights issues, bonus issues, merger and sale of division and others, if any additional equity shares are required to be transferred by the Trust to the option grantees for the purpose of making a fair and reasonable adjustment to the employee stock options granted earlier, the ceiling in terms of number of shares specified above shall be deemed to be increased to the extent of such additional equity shares required to be transferred.

RESOLVED FURTHER THAT in case the equity shares of the Company are either sub-divided or consolidated, then the number of shares to be transferred by the Trust and the price of acquisition payable by the option grantees under the Scheme shall automatically stand reduced or augmented, as the case may be, in the same proportion as the present face value of Rs.10/- per equity share shall bear to the revised face value of the equity shares of the Company after such subdivision or consolidation, without affecting any other rights or obligations of the said grantees and the ceiling in terms of number of shares specified above shall be deemed to be adjusted accordingly.

RESOLVED FURTHER THAT the Company shall conform to the accounting policies prescribed from time to time under Regulation 15 of the SEBI SBEB Regulations.

RESOLVED FURTHER THAT the Board, be and is hereby authorized to do all such acts, deeds, and things, as may, at its absolute discretion, deems necessary including authorizing or directing to appoint Merchant Banker(s) and such other appropriate agencies, if required, being incidental to the effective implementation and administration of Scheme as also to make applications to the appropriate authorities, parties and the institutions for their requisite approvals and all other

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documents required to be filed in the above connection and to settle all such questions, difficulties or doubts whatsoever which may arise and take all such steps and decisions in this regard.

RESOLVED FURTHER THAT subject to the extent allowed under the applicable laws, the Board be and is hereby authorized to delegate such powers to the Nomination and Remuneration Committee of the Board with the power to further delegate to any executives/officers of the Company or of the Trust or to the trustees thereof, to do the required acts, deeds, matters and to execute such documents, writings, etc. as may be deemed necessary in connection with implementation/ administration of Scheme.

Item No. 2: To approve grant of stock options under Mindteck Employees Stock Option Scheme 2020 to the employees of subsidiary company (ies) of the Company

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

“RESOLVED THAT pursuant to section 62(1)(b) and all other applicable provisions, if any of the Companies Act, 2013 (‘the Act’) and the Rules made thereunder and Regulation 6 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and relevant provisions of Circular No. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 issued by the Securities and Exchange Board of India (collectively referred to as “SEBI SBEB Regulations”), the Memorandum and Articles of Association of the Company, the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, including any statutory modification(s) or re-enactment(s) of the Act, the Rules or the SEBI SBEB Regulations, for the time being in force and subject to such other approvals, permissions and sanctions, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, consent of the members of the Company be and is hereby accorded authorising the Board of Directors of the Company (hereinafter referred to as the “Board” which term shall be deemed to include any committee , including the Nomination and Remuneration Committee which the Board has constituted to exercise its powers, including the powers, conferred by this resolution) to offer, grant and issue employee stock options under the “Mindteck Employees Stock Option Scheme 2020” (‘ESOS’/ ‘ESOS 2020’) within the limit prescribed therein to or for the benefit of the permanent employees including any Director, whether wholetime or otherwise (other than the employee who is promoter or person belonging to the promoter group, Independent Directors of the Company and Directors holding directly or indirectly more than 10% of the outstanding equity shares of the Company) of any subsidiary company(ies) of the Company as may be decided under Scheme, exercisable into corresponding number of equity shares of face value of Rs.10/- (Rupees Ten) each fully paid-up, where one employee stock option would convert in to one equity share upon exercise and be transferred to the option grantee by the Mindteck Employees Welfare Trust (“ Trust ”) of the Company, on such terms and in such manner as the Board/Committee may decide in accordance with the provisions of the Scheme read with the provisions of the SEBI SBEB Regulations and other applicable laws”.

Registered Office : By the Order of the Board of Directors, A.M.R. Tech Park, Block 1, for MINDTECK (INDIA) LIMITED 3[rd] Floor, #664, 23/24, Hosur Main Road, Bommanahalli, Bengaluru-560 068 Shivarama Adiga S. Vice-President, Legal and Company Secretary

December 11, 2020 Bengaluru

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NOTES:

• 1 The explanatory statement and reasons for the proposed Resolution pursuant to Section 102 of the Companies Act, 2013 setting out material facts is annexed hereto.

• 2 The notice of the Postal Ballot will also be placed on the Company’s website (www.mindteck.com) which will remain till the last date of e-voting for the Members.

• 3 The Company has appointed Mr. Gopalakrishnaraj H H, Practicing Company Secretary (FCS No: 5654, CP No. 4152), Bengaluru, as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.

• 4 In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. Physical Shareholders are requested to update their email address with the Company’s Registrar and Share Transfer Agent (RTA) i.e. Universal Capital Securities Private Limited, C 101, 247 Park, LBS Road, Vikhroli West, Mumbai – 400083, Email: info@unisec.in. Demat Shareholders are requested to update their email address with their respective Depository Participants. The communication of the assent or dissent of the Members would only take place through the remote e-voting system.

• 5 Members may note that this Postal Ballot Notice will also be available on the Company’s website (www.mindteck.com), websites of the Stock Exchanges where the equity shares of the Company are listed i.e. BSE Limited (www.bseindia.com) and National Stock Exchange of India Limited (www.nseindia.com) and on the website of Central Depository Services (India) Limited (“CDSL”), (www.evotingindia.com)

• 6 Upon completion of the scrutiny, the Scrutinizer will submit his report to the Chairman or the Company Secretary of the Company. Subsequently, the result of the Postal Ballot will be announced by the Chairman or the Company Secretary of the Company latest by January 19, 2021.

• 7 The results declared, along with the Scrutinizer’s Report, shall be placed on the Company’s website ( www.mindteck.com) and on the website of CDSL ( www.evotingindia.com ) after passing of the Resolutions and communicated to the Stock Exchanges, where the shares of the Company are listed.

• 8 The draft Scheme is uploaded on the website of the Company (www.mindteck.com) to facilitate online inspection until last date of remote e-voting.

• 9 The Resolution, if passed by requisite majority, will be deemed to have been passed on the last date of remote e-voting i.e. January 17, 2021.

• 10 In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rules framed there under and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Members are provided with the facility to cast their vote electronically through the e-voting services provided by CDSL on all resolutions set forth in this Notice.

A. The instructions for shareholders voting electronically are as under:

• (i) The voting period begins on December 18, 2020 (9.00 a.m. IST) and ends on January 17, 2021 (5.00 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 (record date) of December 11, 2020, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

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• (ii) The shareholders should log on to the e-voting website www.evotingindia.com.

• (iii) Click on Shareholders / Members

• (iv) Now Enter your User ID

• a. For CDSL: 16 digits beneficiary ID,

• b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

• c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

• (v) Next enter the Image Verification as displayed and Click on Login.

• (vi) If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

• (vii) If you are a first-time user, follow the steps given below:

	For Members holding shares in Demat Form and Physical Form
PAN	Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (Applicable for both Demat shareholders as well as physical shareholders) • Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field. • In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Example: if your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in DD/MM/YYYY format) as recorded in your Demat account or in the company records in order to login. • If both the details are not recorded with the depository or company, please enter the member ID/folio number in the Dividend Bank details field as mentioned in instruction (iv).

• (viii) After entering these details appropriately, click on “SUBMIT” tab.

• (ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in Demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• (x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (xi) Click on the EVSN for the relevant Company Name i.e. MINDTECK (INDIA) LIMITED, on which you choose to vote.

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• (xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• (xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details. (xiv) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

• (xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xvii) If a Demat account holder has forgotten the changed login password then enter the User ID and the image verification code and click on Forgot Password, and enter the details as prompted by the system.

• (xviii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.

• (xix) Note for Non – Individual Shareholders and Custodians

• a) Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporates.

• b) A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• c) After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• d) The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• e) A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• (xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com.

B. Other Instructions:

• I. The e-voting period commences on December 18, 2020 (9.00 a.m. IST) and ends on January 17, 2021 (5.00 p.m. IST). During this period, Members of the Company holding shares either in physical form or in dematerialized form, as on December 11, 2020 ( cutoff date) , may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• II. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on December 11, 2020 (cut-off date).

• III. Mr. Gopalakrishnaraj H H., Practicing Company Secretary (Membership No. FCS 5654), has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

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• IV. The Scrutinizer shall, within a period not exceeding 48 hours from the conclusion of the e-voting on the last day of the Postal Ballot, unblock all the votes in the presence of at least two witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman or Company Secretary of the Company.

• V. The results declared, along with the Scrutinizer’s Report, shall be placed on the Company’s website (www.mindteck.com) and on the website of CDSL (www.evotingindia.com) within 48 hours of the passing of the Resolutions through this Postal Ballot and shall be communicated to the Stock Exchanges, where the shares of the Company are listed.

• VI. All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, Central Depository Services (India) Limited (CDSL), A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com. Alternatively, call 022-23058542/43.

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Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013 read with Regulation 6 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014

Item no. 1 and 2:

The Company, with an intention to motivate the key workforce for their contribution to the corporate growth, to create an employee ownership culture, to attract new talents and to retain them for ensuring sustained growth, had implemented an Employees Stock Incentive Scheme (“ ESIS ”) through the ‘Mindteck Employees Welfare Trust (“ Trust ”) in the year 2000 as per the relevant applicable laws at that time. Pursuant to the terms of ESIS, the Trust had acquired the 4,16,000 (Four Lakhs Sixteen Thousand) equity shares of the face value of Rs. 10 (Rupees Ten) each fully paid-up (“ Shares ”) with a view to transfer the same to the employees of the Company after exercise of vested options. However, to provide greater benefits and change in objectives of the ESIS, the Company had not granted any employee stock options to its employee. Hence, the ESIS became redundant.

In the meantime, with a view to motivate the senior and key talents of the Company and its subsidiaries for their contribution and to create an employee ownership culture as well as to attract new talents and to retain them for ensuring sustained growth, your Company intends to implement the ‘ Mindteck Employees Stock Option Scheme 2020’ (‘ESOS’/ ‘Scheme’) seeking to cover eligible employees of the Company and its subsidiaries . The Scheme shall be implemented through the Trust. The Company intends to grant 4,16,000 (Four Lakhs Sixteen Thousand) employee stock options convertible into 4,16,000 (Four Lakhs Sixteen Thousand) Shares of the face value of Rs. 10 (Rupees Ten) each fully paid-up (“ Shares ”).

The Trust had already acquired the aforesaid Shares. Thus, there shall not be any further equity dilution for the members upon transfer of such shares to the eligible employees upon exercise of Options.

Pursuant to the Section 62(1)(b) of the Companies Act, 2013 read with Regulation 6 of the SEBI SBEB Regulations, the Company seeks your approval as regards implementation of Scheme and grant of options thereunder to the eligible employees of the Company and its subsidiary company(ies), as decided from time to time.

Accordingly, the Nomination and Remuneration Committee of the Board of Directors (the “ Committee ”) and the Board of Directors (“ Board ”) of the Company at their meetings held on December 08, 2020 and December 11, 2020 respectively, had approved the Scheme subject to your approval.

The main features of the Scheme are as under:

a) Brief description of the Scheme:

The ESOS provides for grant of employee stock options (“Options”) to the permanent employees including Directors of the Company and its subsidiary company(ies), if any, as may be permissible under the SEBI SBEB Regulations (hereinafter referred to as ‘Employees’).

Upon vesting of Options, the eligible Employees earn a right (but not obligation) to exercise the vested Options within the exercise period and obtain equity shares of the Company which shall be transferred through the Trust subject to payment of exercise price and satisfaction of any tax obligation arising thereon.

The Nomination and Remuneration Committee (“Committee”) of the Company shall act as Compensation Committee for the supervision of Scheme and Trust shall administer the Scheme.

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All questions of interpretation of the Scheme shall be determined by the Committee or Trust as per terms of the Scheme.

b) Total number of Options to be granted:

Total Options up to 4,16,000 (Four Lakhs Sixteen Thousand) convertible into 4,16,000 (Four Lakhs Sixteen Thousand) equity shares of the face value of Rs. 10 (Rupees Ten) each fully paid-up would be available for grant under the Scheme. Each Option when exercised would be converted into one equity share of Rs. 10 each fully paid-up and shall be transferred by the Trust to the concerned Employee.

The SEBI SBEB Regulations require that in case of any corporate action such as rights issue, bonus issue, merger and sale of division and others, a fair and reasonable adjustment needs to be made to the options granted. In this regard, the Committee shall adjust the number and exercise price of the Options granted in such a manner that the total value of the Options granted under Scheme remain the same after any such corporate action keeping the life of the Options intact. Accordingly, if any additional Options are issued by the Company or the Trust is required to transfer additional shares to the Option grantees for making such fair and reasonable adjustment, the aforesaid ceiling of Options/equity shares shall be deemed to be increased to the extent of such additional Options issued/shares transferred.

c) Identification of classes of Employees entitled to participate in the Scheme:

The class of Employees eligible for participating in the Scheme shall be determined on the basis of grade of the Employee, role, designation of the Employee, length of service with the Company or its subsidiary company, overall performance of the Company and such other criteria that may be determined by the Committee at its sole discretion from time to time.

All permanent employees including a Director, whether whole-time or not, of the Company and its subsidiary companies in or outside India shall be eligible to participate in the Scheme. Provided however that the following persons shall not be eligible to participate in Scheme:

• an employee who is a promoter or belongs to the promoter group as defined in the SEBI SBEB Regulations; or

• a Director who either by himself or through his relatives or through any body corporate, directly or indirectly holds more than 10% of the issued and subscribed equity shares of the Company; or

• Independent Directors.

d) Requirements of vesting and maximum period of vesting:

The Options granted shall vest so long as the Employee continues to be in the employment of the Company or its subsidiary company (ies), if any. The Committee may, at its discretion, lay down certain performance metrics/conditions on the achievement of which the granted Options would vest, the detailed terms and conditions relating to such performance-based vesting and the proportion in which options granted would vest. The Options would vest not earlier than 1 (One) year and not later than a maximum period of 3 (Three) years from the date of grant of Options as may be decided by the Committee at the time of each grant. The exact proportion in which and the exact period over which the Options would vest shall be determined by the Committee.

e) Maximum period within which the options shall be vested:

All the Options granted on any date shall vest not later than a maximum period of 3 (Three) years from the date of grant of Options as stated above.

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f) Exercise price:

The exercise price for the purpose of grant of options shall be determined by the Nomination and Remuneration Committee which shall not be less than the face value of equity share of the Company.

g) Exercise period and the process of exercise:

In case of continuation of employment, the exercise period may commence from the date of vesting and will expire on completion of maximum exercise period of 6 (six) months from the date of vesting of Options, or such other shorter period as may be decided by the Committee at its sole discretion from time to time. The equity shares arising out of exercise of vested Options would not be subject to any lock-in period after such exercise.

The Options will be exercised by the Employees by a written application to the designated officer of the Company/Trust in such manner, and on execution of such documents, as may be prescribed by the Committee or Trust from time to time.

The Option will lapse if not exercised within the specified exercise period. The Option may also lapse under certain circumstances as determined by the Committee even before expiry of the specified exercise period.

h) The appraisal process for determining the eligibility of the Employees for the Scheme:

The appraisal process for determining the eligibility of the Employee will be specified by the Committee and will be based on criteria such as grade of the employee, role/designation of the employee, length of service with the Company or with its subsidiary company, his role in and contribution to the overall performance of the Company, the performance of profit centre/division to which he/she belongs, merits of the Employee, past performance record, future potential of the Employee and/or such other criteria that may be determined by the Committee at its sole discretion from time to time.

i) Maximum number of options to be issued per Employee and in aggregate under the Scheme:

The maximum number of Options that may be granted per Employee will not exceed 4,16,000.

j) Maximum quantum of benefits to be provided per Employee:

Apart from grant of Options as stated above, no monetary benefits are contemplated under the Scheme.

k) Route of Scheme implementation:

The Scheme is proposed to be implemented and administered through Mindteck Employees Welfare Trust (hereinafter referred to as ‘Trust’).

l) Source of acquisition of shares under the Scheme:

The Scheme contemplates the use of primary Shares which are already acquired and held by the Trust.

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m) Amount of loan to be provided for implementation of the Scheme(s) by the Company to the trust, its tenure, utilization, repayment terms, etc,:

No loan shall be provided by the Company for implementation of the Scheme.

n) Maximum percentage of secondary acquisition:

This is not relevant under the Scheme as the Scheme contemplates to use the existing Shares of the Company which was already acquired by the Trust through primary acquisition.

o) Disclosure and Accounting Policies:

The Company shall follow the Accounting Standard IND AS 102 on Share based Payments and/ or any relevant Accounting Standards as may be prescribed by the competent authorities from time to time, including the disclosure requirements prescribed therein in due compliance with the requirements of Regulation 15 of the SEBI SBEB Regulations. In addition, the Company shall disclose such details as required under the applicable laws including applicable provisions of the SEBI SBEB Regulations.

p) Method of Option Valuation by the Company:

The Company shall use the Fair Value Method for valuation of the options as prescribed under IND AS 102 or under any Accounting Standard, as applicable, notified by appropriate authorities from time to time.

q) Declaration:

In case, the Company opts for expensing of share based employee benefits using the intrinsic value, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the Options and the impact of this difference on profits and on Earning Per Share (EPS) of the Company shall also be disclosed in the Directors’ Report.

Consent of the members is being sought by way of special resolutions pursuant to Section 62(1)(b) and all other applicable provisions, if any, of the Companies Act, 2013 and Regulation 6 of the SEBI SBEB Regulations.

A draft copy of the Scheme is available for inspection at the Company’s Registered Office during official hours on all working days till January 17, 2021.

None of the Directors, Key Managerial Personnel of the Company including their relatives are interested or concerned in the resolutions, except to the extent they may be lawfully granted Options under the Scheme.

In light of the above, you are requested to accord your approval to the Special Resolutions as set out at agenda Item no. 1 and 2 of the accompanying notice.

By order of the Board of Directors For Mindteck (India) Limited.

Shivarama Adiga S.

Vice President, Legal and Company Secretary

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