MT EDUCARE LIMITED — Proxy Solicitation & Information Statement 2019

Feb 5, 2019

Ref: MTEL/QC/2018/059

February 05, 2019

Phiroze Jeejeebhoy Towers, Dalal Street, Fort,	National Stock Exchange of India Limited Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (East)
Mumbai-400001	Mumbai-400051
Scrip Code: 534312	Scrip Code: MTEDUCARE

Dear Sir/Madam,

Sub.: Intimation under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we refer to our letter dated February 04, 2019 informing the Stock Exchange regarding the completion of dispatch of Postal Ballot Notice / Forms (including e-mails) to the respective shareholders. In this regards, please find enclosed the copies of the newspapers Daily News & Analysis (DNA in English) and Navakal (in Marathi) dated February 05, 2019 wherein the advertisement has been published.

The aforesaid information is also being uploaded on the website of the Company: www.mteducare.com.

We request you to take the note of the above on your record and oblige.

Yours faithfully, For MT Educare Limited

$\sqrt{a}$ Mandar Chavan

Company Secretary

Encl: As above

Regd. Office: 220, "FLYING COLORS", Pandit Dindayal Upadhyay Marg,
L.B.S. Cross Marg, Mulund (west), Mumbai - 400 080.
Email: info@mteducare.com | www.mteducare.com | Tel: 022-2593 7700/800/900 | Fax: 022-2593 7799

NOTICE OF POSTAL BALLOT AND E-VOTING INFORMATION

Members are hereby informed that pursuant to Section 110 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, as amended from time to time, the Company
has on February 4, 2019, completed dispatch of Postal Ballot Notice, along with the Postal Ballot form

• a) email to members (as on Friday, January 25, 2019 being the cut of date) whose email addresses are registered in the records of the depository participants viz. National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL] and the Company's Registrar and Share Transfer Agent viz. Link Intime India Pvt. Ltd.; and
• b) physical mode, alongwith postage prepaid self addressed Business Reply Envelope to other members who have not registered their email id's
• to seek the approval of members by passing the following resolution/s by way of Postal Ballot / E-voting:
• 1. Special Resolution u/s 180(1)(c) of Companies Act, 2013 for increase in Borrowing Powers of the Board;
• 1. Special Resolution u/s 180(1)(a) of Companies Act, 2013 authorising Board to create charge on assets / undertakings of the Company to secure borrowings;
• 1. Special Resolution authorizing Board to grant loan, provide guarantee/security, make investments in excess of limits specified under Section 186 of the Companies Act, 2013.

The Company has engaged the services of CDSL for providing remote e-voting facility to its members. Further, the Board of Directors of the Company has appointed, at its meeting held on January 18, 2019, Mr. Raghunath Bhandari (COP no. 15381) of R. Bhandari & Co., Practicing Company Secretaries as the scrutinizer for conducting the Postal Ballot / e-voting process in a fair and transparent manner.

All the members are informed that:

• 1. Date of completion of dispatch of Notice of Postal Ballot is Monday, February 4, 2019
• 1. The voting through Postal Ballot and remote e-voting shall commence from Tuesday, February 05, 2019 at 9.00 a.m. and ends on Wednesday, March 06, 2019 at 5.00 p.m. The remote e-voting module shall be disabled thereafter and not be allowed beyond March 06, 20 fe at 5.00 p.m.
• 1. Members are requested to note that duly completed Postal Ballot forms should reach the Scrutinizer not later than Wednesday, March 06, 2019 at 5.00 p.m. Any response received after this date will be treated as if the same has not been received. A member can opt for only one mode of voting i.e. Postal Ballot form ore-voting. Once the vote on the Resolution is cast by the Member, he/she shall not be allowed to change it subsequently or cast vote again. If a member casts vote by both the modes, then the votes cast through remote e-voting shall prevail. The voting rights of the Members shall be in proportion to their shares in the
• paid up equity capital of the Company as on Cut-off date.
• 1. The voting rights of the members (through postal ballot or remote e-voting) shall be reckoned on the equity shares held by them as on the close of business hours on Friday, January 25, 2019 being the cutoff date fixed for this purpose.
• 1. In case a shareholder is desirous of obtaining a printed Postal Ballot Form or a duplicate thereof, he or she may send an email to the Company Secretary at mandarchavan@mteducare.com. The Registrar and Share Transfer Agent/Company shall forward the same along with the Business Reply to Shareholder.
• 1. For details related to e-voting, please refer to the Postal Ballot Notice. In case you have any queries or Issues regarding e-voting, you may refer the Frequently Asked Questions ("FAQ's) and e-voting manual available at www.evotingindia.com, under help section or contact Mr. Mehboob Lakhani or Mr. Rakesh Dalviat 1800225533 or write an email to helpdesk.evoting@cdslindia.com.
• 1. The Postal Ballot Notice and the Postal Ballot Form are available on the Company website www.mteducare.com.

The result of the Postal Ballot (including remote e-voting) along with the Scrutinizers report shall be declared on Thursday, March 07, 2019 at the registered office of the Company and will be hosted on the website of the Company www.mteducare.com besides being sent to the Stock exchanges on the said date and also on the website of the CDSL. The results will also be displayed at the Registered office after the declaration of results by the Chairman or any other Director of the Company.

Place: Mumbai Date: February 04, 2019

By Order of the Board For MT Educare Limited

$Sd/2$ Mandar Chavan Company Secretary

मंदार चट्याण कंपनी सचिव