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Network People Services Technologies Limited AGM Information 2024

Aug 2, 2024

59552_rns_2024-08-02_d0c5a3f8-5dc5-4015-a120-9714fccfee13.pdf

AGM Information

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ISIN: INE0FFK01017

To,

The Manager-Listing Department,

The National Stock Exchange of India Limited, Exchange Plaza, NSE Building, Bandra Kurla Complex, Bandra East, Mumbai – 400 051 Fax: 022-26598237, 022-26598238

Subject: Notice of 11[th] Annual General Meeting (AGM) through Video Conferencing / other Audio-Visual means (“VC /OAVM”) facility

Respected Sir/Madam,

Pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find the enclosed herewith Notice of 11[th] Annual General Meeting of the Company for the Financial Year 2023-24 scheduled to be held on Monday, August 26, 2024 at 12:30 PM through Video Conference (“VC”) / other Audio-Visual means (“OAVM”).

  • The above information will also be available on the Company’s website at www.npstx.com/investor desk/notices-announcement.

Kindly take the same in your records.

Thanking You,

Yours Faithfully,

For Network People Services Technologies Limited

CHETNA Digitally signed by CHETNA AVINASH AVINASH CHAWLA Date: 2024.08.02 13:15:34 CHAWLA +05'30' Chetna Chawla Company Secretary and Compliance Officer

NOTICE OF 11[TH ] ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE 11[TH ] ANNUAL GENERAL MEETING (AGM) OF THE MEMBERS OF NETWORK PEOPLE SERVICES TECHNOLOGIES LIMITED (THE COMPANY) WILL BE HELD ON MONDAY THE 26[TH] DAY OF AUGUST, 2024 AT 12:30 P.M. THROUGH VIDEO CONFERENCE (VC)/OTHER AUDIOVISUAL MEANS (OAVM) TO TRANSACT THE FOLLOWING BUSINESS:

ORDINARY BUSINESS:

Item No 1: Adoption of Audited Standalone and Consolidated Financial Statements:

To consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the year ended 31[st] March, 2024, together with the reports of the Board of Directors and Auditors thereon;

“RESOLVED THAT the Audited Standalone and Consolidated Financial results for the financial year ended 31[st] March, 2024, along with Directors report and Auditors report thereon be and are hereby received, considered and adopted.

Item No 2: Re-appointment of Director liable to retire by Rotation:

To re-appoint director Deepak Chand Thakur (DIN: 06713945) who is liable to retire by rotation at this Annual General Meeting and being eligible, offer himself for re-appointment.

“RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013, Deepak Chand Thakur (DIN: 06713945), who retires by rotation and being eligible, offers himself for reappointment, be and is hereby re-appointed as a Chairman and Managing Director (Executive) of the Company, liable to retire by Rotation.

SPECIAL BUSINESS:

Item No 3: Regularization of Additional Director, Mr. Ram Nirankar Rastogi (DIN: 07063686), as NonExecutive Independent Director of the Company:

To consider and, it thought fit, to appoint Mr. Ram Nirankar Rastogi (DIN: 07063686) as Non-Executive Independent Director of the Company by Ordinary Resolution.

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and any other applicable provisions of the Companies Act, 2013 (“Act”) and the Rules made there under read with Schedule IV to the Act, (including any statutory modification(s) or re-enactment thereof for the time being in force) consent of the members be and is hereby accorded to appoint Mr. Ram Nirankar Rastogi (DIN: 07063686) as Non-Executive Independent Director of the Company, who was earlier appointed as Additional Director w.e.f. 12[th] April, 2024, by the Board of Directors pursuant to section 161 of the Companies Act, 2013, and as recommended by the Nomination and Remuneration Committee and who holds office upto the date of the ensuing Annual General Meeting.

“RESOLVED FURTHER THAT Mr. Deepak Chand Thakur (DIN: 06713945), Chairman and Managing Director and Mr. Ashish Aggarwal (DIN: 06986812), Joint Managing Director of the Company be and are hereby authorized to do sign digitally or otherwise all such necessary e-forms, returns, deeds, documents and writings and to do all such acts, deeds and things as may be considered necessary to give effect to the above said resolution.

By the Order of the Board For Network People Services Technologies Limited

Digitally signed by CHETNA CHETNA AVINASH AVINASH CHAWLA CHAWLA Date: 2024.08.02 13:16:23 +05'30' Chetna Chawla

Company Secretary and Compliance Officer

Date: 22.07.2024

Place: Thane

IMPORTANT NOTES:

  1. The Explanatory Statement according to Section 102 of the Act setting out material facts concerning the business under Item No. 3 of the Notice is annexed hereto.

  2. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021, Circular No. 21/2021 dated December, 14, 2021 and 02/2022 dated 5th May 2022 and latest being 10/2022 dated December 28, 2022, (“MCA Circulars”) and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and Circular No. SEBI/HO/DDHS/P/CIR/2022/0063dated 13th May, 2022 and SEBI/HO/CRD/PoD2/P/CIR/2023/4 dated 5th January, 2023 issued by the Securities Exchange Board of India (“SEBI Circular”) prescribing the procedures and manner of conducting the Annual General Meeting through VC/OVAM and all other relevant circulars issued from time to time, physical attendance of the Members to the EGM/AGM venue is not required and general meeting be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM/AGM through VC/OAVM.

  3. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorized representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting.

  4. The relevant details, pursuant to Regulations 26(4) and 36(3) of the Listing Regulations and Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India, in respect of Directors seeking appointment at this AGM is annexed.

  5. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

  6. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

  7. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM/AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the

authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the EGM/AGM will be provided by NSDL.

  1. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021.

  2. Pursuant to the provisions of the Act, 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 and Attendance Slip are not annexed to this Notice.

  3. 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 [email protected]

  4. The Register of Members and Share Transfer Books of the Company will remain closed from August 20, 2024 to August 26, 2024 (both days inclusive).

  5. The Securities and Exchange Board of India (SEBI) vide its Circular No. CIR/MRD/DP/10/2013 dated March 21, 2013 has mandated all Companies to use approved electronic mode of payment for making cash payments such as dividend to the Members (where core banking details are available) or to print the bank account details of the Members (as per the Company’s records) on the physical payment.

  6. Hence, the Members are requested to furnish/update their bank account name & branch, bank account number and account type along with other core banking details such as MICR (Magnetic Ink Character Recognition), IFSC (Indian Financial System Code) etc. at the earliest with:

  7. i. The respective Depository Participants (DP) (in case of the shares held in Electronic Mode) or;

  8. ii. The Registrar & Share Transfer Agent of the Company (R&T Agent) (in case of the shares held in Physical form).

  9. Members holding shares in Demat mode may kindly note that any request for change of address or change of E-mail ID or change in bank particulars/mandates or registration of nomination are to be instructed to their Depository Participant only, as the Company or its Registrar & Share Transfer Agent cannot act on any such request received directly from the Members holding shares in Demat mode.

  10. Members are requested to contact the Company’s Registrar & Share Transfer Agent M/s. Link Intime India Private Limited (“ Link Intime ” or “Registrar & Share Transfer Agent”) having address at C – 101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (W), Mumbai – 400083 Maharashtra India.; Tel.: +9122 - 49186000 Email id: [email protected]; Website: www.linkintime.co.infor reply to their queries/redressal of complaints, if any, or contact Mrs. Manali Rushang Ved Company Secretary at the Registered Office of the Company (Phone No.: +91 – 86901 01017; Email: [email protected] ).

  11. To support the “Green Initiative” Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form

and with Link Intime in case the shares are held by them in physical form. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.npstx.com. The Notice can also be accessed from the websites of the Stock Exchange i.e. National Stock Exchange of India Limited at www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e.www.evoting.nsdl.com.

  1. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFS Code, etc., to their DPs in case the shares are held by them in electronic form and to Link Intime in case the shares are held by them in physical form.

  2. The Cut-off date for determining the names of shareholders eligible to get Notice of Annual General Meeting is Friday , July 26, 2024.

  3. Members who hold shares in physical form in multiple folios in identical names or joint names in the same order of names are requested to send the share certificates to the Company’s Registrar & Share Transfer Agent for consolidation into single folio.

  4. Since, the securities of the Company are traded compulsorily in dematerialized form as per SEBI mandate, Members holding shares in physical form are requested to get their shares dematerialized at the earliest.

  5. As per Regulation 40 of SEBI Listing Regulations, as amended, Securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company’s Registrar and Share Transfer Agent, M/s. Link Intime India Private Limited (“ Link Intime ”) for assistance in this regard.

  6. The Shareholders, seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company before the date of the AGM through Email on [email protected]. The same will be replied by/ on behalf of the Company suitably.

  7. The Company has appointed M/s Kala Agarwal (Membership No. 5976), Practicing Company Secretaries, Mumbai, as scrutinizer to scrutinize the voting and the voting process in a fair and transparent manner.

  8. The Chairman shall, at the AGM, at the end of discussion on the Resolutions on which the voting is to be held, allow voting with the assistance of the Scrutinizer, by use of e-voting for all those Members who are present at the AGM through VC/AOVM.

  9. The scrutinizer shall after the conclusion of voting at the Meeting, will first count the votes cast at the Meeting in the presence of at least two witnesses not in the employment of the Company and shall make and submit, within 48 hours of the conclusion of the AGM, a consolidated scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting within 48 hours of conclusion of the AGM.

  10. The Notice of the AGM shall be placed on the website of the Company till the date of AGM. The Notice can also be assessed from the website of the National Stock Exchange. The Results declared, along with the scrutinizer’s Report shall be placed on the Company’s website www.npstx.com immediately after the declaration of result by the Chairman or a person authorized by him in writing. The Results shall also be immediately forwarded to the Stock Exchange(s) where the shares of the Company are listed.

  11. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule20 of the Companies (Management and Administration) Rules, 2014 (as amended)and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The voting period begins on Friday, August 23, 2024 at 09.00 A.M. and ends on Sunday, August 25, 2024 at 05.00 P.M . During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Friday, August 16, 2024, may cast their vote electronically and that a person who is not a member as on the cut-off date should treat this notice for information purposes only. The e-voting module shall be disabled by NSDL for voting thereafter. Those Members, who will be present in the AGM through VC / OAVM facility or physically and 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 e-voting system during the AGM.

- 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 and joining virtual meeting 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.
ExistingIDeASuser can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.comeither 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 ore-Voting service provider
i.e. NSDLand you will be re-directed to e-Voting website of NSDL
for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting. 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
2.
If you are not registered for IDeAS e-Services, option to register is
available athttps://eservices.nsdl.com.Select“Register Online for
IDeAS
Portal”
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
system is launched, click on the icon “Login” which is available
under ‘Shareholder/Member’ section. A new screen will open.
3.
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 or joining
virtual meeting & voting during the meeting.
4.
Shareholders/Members can also download NSDL Mobile App
NSDL Speede” facility by scanning the QR code mentioned below
for seamless voting experience.
Individual Shareholders 1. Existing users who have opted for Easi / Easiest, they can login
holding securities in through their user id and password. Option will be made available
demat mode with CDSL to reach e-Voting page without any further authentication. The URL
for
users
to
login
to
Easi
/
Easiest
are
https://web.cdslindia.com/myeasi/home/login
or
http://www.cdslindia.comand click on 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 or joining virtual meeting & voting during the
meeting. 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 websitehttp://www.cdslindia.comand 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 link in
http://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 or joining virtual meeting & voting during the
meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. 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 mailto:
[email protected] or call at toll free no.: 1800 1020 990
and 1800 22 44 30
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
[email protected]
contact
at
022-
23058738 or 022-23058542-43

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.

  1. 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
IN300
12**.
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
  1. 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.

  2. 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.

  3. c) How to retrieve your ‘initial password’?

    • (i) If your email ID is registered in your demat account or with the company, your ‘initial 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:

  2. 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.

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

  4. c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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

  6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  7. Now, you will have to click on “Login” button.

  8. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting 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 and General Meeting is in active status.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

  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.

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 Scrutinizer by e-mail to [email protected] with a copy marked to

[email protected]. 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 bedisabled 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 http://www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at Mr. Abhijeet Gunjal [email protected].

Process for those shareholders whose email ids are not registered with the depositories for procuring

user id and password and registration of email ids for e-voting for the resolutions 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 [email protected]

  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 [email protected] you are an Individual shareholders 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 and joining virtual meeting for Individual shareholders holding securities in demat mode .

  3. Alternatively shareholder/members may send a request to [email protected] 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.

INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:

  1. The procedure for e-voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

  2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are

otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

  1. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

  2. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

  1. Member will be provided with a facility to attend the EGM/AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. 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 in the notice to avoid last minute rush.

  2. Members are encouraged to join the Meeting through Laptops for better experience.

  3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  4. Please note that Participants 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.

  5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at [email protected] .The same will be replied by the company suitably.

By the Order of the Board For Network People Services Technologies Limited

CHETNA Digitally signed by CHETNA AVINASH AVINASH CHAWLA Date: 2024.08.02 13:16:54 CHAWLA +05'30' Chetna Chawla

Company Secretary and Compliance Officer

Date: 22.07.2024

Place: Thane

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF COMPANIES ACT, 2013:

SPECIAL BUSINESS:

Item No. 3. Regularization of Additional Director, Mr. Ram Nirankar Rastogi (DIN: 07063686), as Non-Executive Independent Director of the Company:

Mr. Ram Nirankar Rastogi was first introduced to the Board at the Board Meeting held on 12[th ] April, 2024, and in the same meeting he was appointed as the Additional Director of the Company. In terms of Section 161(1) of the Companies Act, 2013, Mr. Ram Nirankar Rastogi can hold office only up to the date of the ensuing Annual General Meeting.

With respect to the same, the Board considers that his association with the Company brings a wealth of experience and expertise in Fintech. We firmly believe that his unique skills and insights will greatly contribute to the growth and success of our organization.

The terms and conditions of the appointment are set out in the Appointment letter to be issued to Mr. Ram Nirankar Rastogi by the Company. The Board believes that appointing Mr. Ram Nirankar Rastogi to the Board will be advantageous, beneficial and in the best interest of the Company.

The Company has received the following from Mr. Ram Nirankar Rastogi:

(i) Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 (“the Appointment Rules”);

(ii) Intimation in Form DIR-8 in terms of the Appointment Rules to the effect that he is not disqualified under sub-section (2) of Section 164 of the Act;

(iii) A declaration to the effect that he meets the criteria of independence as provided in sub-section

(6) of Section 149 of the Act and under the LODR Regulations;

(iv) Declaration pursuant to NSE Circular No. NSE/ CML/2018/24 dated June 20, 2018, that he has not been debarred from holding office of a director by virtue of any order passed by SEBI or any other such authority;

(v) Confirmation that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director of the Company;

(vi) A declaration that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to his registration with the data bank of independent directors maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, Mr. Ram Nirankar Rastogi is Independent from the management and that he fulfils the condition specified in the Companies Act 2013 (“Act”) and the Rules for appointment as an Independent Director of the Company and proposes to appoint him as an Independent Director of

the Company for a term of 5 (five) years who shall not be liable to retire by rotation and shall be paid sitting fees as per Companies Act, 2013 and terms and conditions as decided by the Board.

The Board recommends the resolution set out in item no. 3 of Special Business of the accompanying Notice for approval and adoption of the Members.

By the Order of the Board

For Network People Services Technologies Limited

CHETNA Digitally signed by CHETNA AVINASH AVINASH CHAWLA Date: 2024.08.02 13:17:22 CHAWLA +05'30' Chetna Chawla

Company Secretary and Compliance Officer

Date: 22.07.2024

Place: Thane

ANNEXURE TO THE NOTICE

Details of Directors seeking appointment/reappointment at the 11[th ] Annual General Meeting in pursuance of provisions of the Companies Act, 2013 & Regulation 36 (3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Item No. 3

Reason for change(Appointment/Resignation) Appointment
Name of Director Ram Nirankar Rastogi
DIN 07063686
Date of Appointment and Term of Appointment His appointment will be effective from __ ______,
2024
Designation Non-Executive Independent Director
Address E-1802, Raheja Vistas, Opposite Bombay Scottish
School, Raheja Vihar, Chandivali, Mumbai – 400072,
Maharashtra,India
Contact No. +91 8108108644
Email Id [email protected]
Brief resume of the director Mr. Ram Rastogi is a seasoned Career Banker and a
proficient Digital Payments Strategist with a deep
understanding of cutting-edge digital technologies
employed in payments, real-time decision-making,
risk management, predictive analysis, and Regtech.
Currently serving as the Chairman of the Fintech
Association for Consumer Empowerment (FACE), a
non-profit organization dedicated to articulating
the common concerns of Consumer Lending
FinTech
companies
to
regulators,
media,
distribution platforms (such as Google Play Store),
and other external stakeholders.
With an extensive banking career spanning three
decades, Mr. Rastogi held key roles at the State
Bank of India, where he functioned as a senior
executive
overseeing
Strategy,
Business
Development, ATMs, Debit Cards, and Emerging
Payment Systems. During his tenure as the Head of
Product Development at the National Payments
Corporation of India (2011-2017), he played a
pivotal role in mentoring the development of real-
time payment systems in India, including the
Immediate Payments Service (IMPS), Unified
Payments Interface(UPI),AEPS,Cross-Border
Payments, Bharat Bill Payments System (BBPS), and
other offline payment systems, ensuring their
adherence to regulatory compliance.
Mr. Rastogi's engagement extends to close
collaboration with regulatory bodies such as the RBI
and TRAI, various government departments, non-
governmental organizations (NGOs), public policy
committees, and stakeholders in the FinTech
industry, fostering the creation of comprehensive
ecosystems.
Nature of expertise in specific functional areas Digital Payments Strategist
Disclosure of relationships
between Directors inter se
Ram Nirankar Rastogi is not related to any of the
Director of the Company.
Name of the listed entities in which the person also
holds directorship and the membership of
committees of the board (along with listed entities
from which the person has resigned in the past
three years
One Listed entity:
Digispice Technologies Limited – Independent
Director and not a member of any committee
Information as required under
Circular No. LIST/COMP/14/2018-19 and
NSE/CML/2018/02 dated June 20, 2018 issued by
the BSE and NSE, respectively.
The appointing Director is not debarred from
holding office of director by virtue of any SEBI order
or any other such authority.

For Network People Services Technologies Limited

Digitally signed by CHETNA CHETNA AVINASH AVINASH CHAWLA CHAWLA Date: 2024.08.02 13:17:54 +05'30' CHETNA CHAWLA

Company Secretary and Compliance Officer

Date: 22.07.2024 Place: Thane