Palred Technologies Limited — AGM Information 2021

Sep 3, 2021

To, Date: 02.09.2021

The Manager	The Manager,
BSE Limited	NSE Limited,
P.J. Towers, Dalal Street,	Exchange Plaza, BandraKurla
Mumbai -400001	Complex,
	Bandra (E), Mumbai-400051.

Dear Sir/ Madam,

Sub: Submission of 22nd AGM notice which is dispatched to shareholders of the Company-reg.

In terms of Regulations of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 as amended we are forwarding the notice of 22nd Annual General Meeting of the Company, which is being dispatched to our Shareholders on 2nd September, 2021. The 22nd Annual General Meeting of the company is scheduled to be held on Saturday, the 25th day of September, 2021 through Video Conferencing ("VC") /other Audio Visual Means at 10.00 AM.

Please find the enclosed the Notice of the 22nd AGM for fiscal year 2021. Same will be made available on the company's website, at www.palred.com

This is for the information and records of the Exchange, please.

Thanking you.

Yours faithfully, For Palred Technologies Limited

Shruti Mangesh Rege Company Secretary

PALRED TECHNOLOGIES LIMITED (FORMERLY KNOWN AS FOUR SOFT LIMITED) CIN: L72200TG1999PLC033131

Regd. Office: H.No. 8-2-703/2/B, Plot.No.2 Road.No.12, Banjara Hills, Hyderabad, Telangana- 500034. Tele: +9140 67138810|Website:www.palred.com

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ANNUAL REPORT | 2020-2021

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Corporate Information

BOARD OF DIRECTORS

Mrs. Palem Supriya Reddy	-	Chairperson & Managing Director(DIN: 00055870)
Mr. MVLN Murthy	-	Non-Executive Director(DIN: 07010804)
Ms. Stuthi Reddy	-	Non-Executive Director(DIN: 07072774)
Mr. Srikar Reddy	-	Non-Executive Director(DIN: 00001401)
Mr. S. Vijaya Saradhi	-	Independent Director(DIN: 03089889)
Mr. Atul Sharma	-	Independent Director(DIN: 07185499)
Mrs. Richa Patnaik	-	Independent Director(DIN: 07274527)
Ms. Aakanksha	-	Independent Director(DIN: 08792778)
Mr. P.Harish Naidu	-	Chief Financial Officer(COAPP1465C)
Ms.Shruti Mangesh Rege	-	Company Secretary(ANJPD2148L)

AUDIT COMMITTEE:

Mr.S. Vijaya Saradhi	-	Chairman
Mr. Atul Sharma	-	Member
Mrs. Richa Patnaik	-	Member
Mr. Srikar Reddy	-	Member
Mrs. P. Supriya Reddy	-	Member
Ms. Aakanksha	-	Member

NOMINATION & REMUNERATION COMMITTEE:

Mr.S. Vijaya Saradhi	-	Chairman
Mr. Atul Sharma	-	Member
Ms. Aakanksha	-	Member
Mr. MVLN Murthy	-	Member
Mrs. P. Supriya Reddy	-	Member

STAKEHOLDERS RELATIONSHIP COMMITTEE:

Ms. Aakanksha		Chairman
Mr. S. Vijaya Saradhi	-	Member
Mr. P. Supriya Reddy	-	Member

RISK MANAGEMENT COMMITTEE:

Mr. P. Supriya Reddy	-	Chairman
Mr. Atul Sharma	-	Member
Mr. S. VijayaSaradhi	-	Member
Ms. Stuthi Reddy	-	Member

Registered Office

Palred Technologies Limited Plot No. 2, 8-2-703/2/B Road No.12, Banjara Hills Hyderabad- 500034 Telangana, India. CIN:L72200TG1999PLC033131

Statutory Auditors: M/s. MSKA & Associates Chartered Accountants Kukatpally, Hyderabad

Internal Auditor: M/s. Laxminiwas& Co. 402 & 602, Moguls Court, Basheer Bagh Hyderabad - 500 001

Secretarial Auditor: M/s. S.S.Reddy & Associates Practicing Company Secretaries Plot No.: 8-2-603/23/3 & 8-2-603/23,15 2nd Floor, HSR Summit Banjara Hills, Road No. 10 Hyderabad - 500034 Telangana.

Bankers:

Kotak Mahindra Bank Limited ICICI Bank Limited Citi Bank

Registrar & Share Transfer Agents: M/s.KFin Technologies Private Limited Karvy Selenium Tower B, Plot 31-32 Gachibowli, Financial District Nanakramguda, Hyderabad – 500032 Phone : 040-67162222, 040-67161526 Website: www.kfintech.com Email- einward.ris@kfintech.com

Listed At:

National Stock Exchange of India Limited Bombay Stock Exchange Limited

Demat ISIN Number in NSDL& CDSL: INE218G01033

Website: www.palred.com

Investor E-Mail Id: company@palred.com

Dear Shareholders,

Palred Technologies:

Bridging the Gap between Technology & People

It is with great pleasure that I present to you the 22nd Annual Report of Palred Technologies Limited. It captures the progress and developments of an eventful year that brought in several challenges and opportunities. Amidst the Global crisis of 2020, Palred Technologies fundamental purpose of innovation and leadership never wavered. We ended the year more certain and strong with our brand pTron emerging as one of the leaders in Digital Lifestyle Audio & Wearables space amongst several Global & top-rated Indian players.

Along with the entire board I take this opportunity to congratulate & thank our employees and partners for their great dedication & commitment as they adapted to the challenges of the global pandemic and delivered uninterrupted service for millions of pTron customers to set new benchmarks.

Leading the Battle against COVID-19

Throughout 2020, our company responded to the economic impacts and operational setbacks from COVID-19 with strong governance and oversight. The Board approved diffi cult but necessary fi nancial decisions to maintain operating cash fl ow, preserve jobs and maintain continuous support for customers. Strong fi scal measures such as reducing capital expenditures helped strengthen our fi nancial position and allowed pTron& Palred Technologies to bounce back quickly as market conditions improved.

Towards a Self-Reliant pTron x India

Tactical adjustments and pivotal business decisions such as the Make in India initiative enabled us to balance the risks inherent to the industry and capitalise on the considerable opportunities that exist there. We are constantly growing and to overcome the challenges of the manufacturing landscape induced by the COVID impact, we kick-started our India plant at Kurnool, Andhra Pradesh in August 2020. I feel proud to share that we are the 1st Indian company to design, engineer and manufacture a True Wireless Earbud in India under GOI's Make in India scheme. As we continue to drive the audio accessories market in India, we are focused on ramping up our capabilities in terms of skilled manpower, advanced machinery & equipment, and a dedicated team of trained and experienced resources for advanced testing and research as we scale up gradually to include more products under our Make in India catalog.

Delivering Results; Poised for Future Growth

pTron's vision is to make technology affordable and accessible to all. Revenue of pTron increased to INR 105.75 crores, compared to INR 34.69 crores i.e., a 205% growth. pTron is one the largest & bestselling brands on Amazon. We have also activated and expanded new channels of business including Flipkart, Myntra, Reliance Digital, Udaan and offl ine distributors that are also growing fast.

Also, I commend our Senior Leadership Team for so capably executing Palred Technologies business strategy in a turbulent year. Although some uncertainty remains in our industry, I feel confi dent that Palred Technologies is on a strong footing as we begin this New Year. It is my privilege to share this 2020 Palred Technologies Annual Report that celebrates the impact of our ceaseless dedication to connecting with purpose in all that we do.

Thank you,

Palem Supriya Reddy Chairperson & Managing Director

Notice 22nd Annual General Meeting

Notice is hereby given that the 22nd Annual General Meeting of members of M/s. Palred Technologies Limited will be held on Saturday, the 25th day of September, 2021at 10.00 A.M.(IST)through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM") to transact the following businesses:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Standalone and Consolidated Audited Balance Sheet as at March 31, 2021, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date together with the Notes attached thereto, along with the Report of Auditors and Directors thereon.
• 1. To appoint a director in place of Mr. Mulugu Venkata Lakshmi Narasimha Murthy (DIN: 07010804) who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

1. To increase the limits of borrowing by the Board of Directors of the Company under Section 180(1)(C) of the Companies Act, 2013.

To consider and, if thought fit, to pass, with or without modification, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 180(1)(c) and any other applicable provisions of the Companies Act, 2013 ('the Act') and the Companies (Meetings of Board and its Powers) Rules, 2014 (including any statutory modification(s) and re-enactment(s) thereof for the time being in force), and any other applicable laws and the provisions of the Articles of Association of the Company, consent of the Member be and is hereby accorded to the Board of Directors (hereinafter referred to as the 'Board', which term shall be deemed to include any Committee thereof which the Board may hereinafter constitute to exercise its powers including the powers conferred by this Resolution) to borrow from time to time, any sum or sums of monies, which together with the monies already borrowed by the Company (apart from temporary loans obtained or to be obtained from the Company's bankers in the ordinary course of business), may exceed the aggregate of the paid-up capital of the Company, its free reserves and securities premium, provided that the total outstanding amount so borrowed in excess of the aggregate of the paid-up capital of the Company, free reserves (that is to say reserves not set apart for any specific purpose) and securities premium of the Company provided that the total amount so borrowed by the Board within the meaning of Section 180(1)(c) of the Act shall not at any time exceed Rs. 100 crores (Rupees One Hundred Crore Only) or the limits so prescribed under Section 180(1)(c) of the Act, whichever is higher."

"RESOLVED FURTHER THAT the Board be and is hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary in this regard for and on behalf of the Company, including but not limited to, negotiating and finalizing the terms of borrowing, filing of necessary forms, returns, applications and submissions under the Act to give effect to this Resolution."

1. To seek approval under Section 180(1)(a) of the Companies Act, 2013 inter alia for creation of mortgage or charge on the assets, properties or undertaking(s) of the Company.

To consider and, if thought fit, to pass, with or without modification, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 180(1)(a) of the Companies Act, 2013 (the "Act") and any other applicable provisions, if any of the Act, or any amendment or modifications thereof and pursuant to the provisions of the Articles of Association of the Company, consent of the Members be and is hereby accorded to the Board of Directors (hereinafter referred to as the 'Board', which term shall be deemed to include any Committee thereof which the Board may hereinafter constitute to exercise its powers including the powers conferred by this Resolution) to sell, lease or dispose of in any manner including but not limited to mortgaging, hypothecating, pledging or in any manner creating charge on all or any part of the present and future moveable or immovable assets or properties of the Company or the whole or any part of the undertaking(s) of the Company of every nature and kind whatsoever (hereinafter referred to as the "Assets") and/or creating a floating charge on the Assets to or in favour of banks, financial institutions, investors, debenture trustees or any other lenders to secure the amount borrowed by the Company or subsidiary(ies) of the Company from time to time for the due re-payment of the principal and/or together with interest, charges, costs, expenses and all other monies payable by the Company in respect of the said borrowings provided that the aggregate indebtedness so secured by the Assets do not at any time exceed the value of limits approved under Section 180(1)(c) of the Act."

"RESOLVED FURTHER THAT the Board be and is hereby severally authorized to do all such acts, deeds, matters and things as may be considered necessary in this regard for and on behalf of the Company, including but not limited to, negotiating and finalizing the terms of sale, lease, creation of security or any other dispositions, filing of necessary forms, returns, applications, submissions under the Act."

5. Authorisation to board for making of any investment/ giving any loan or guarantee/ providing security under section 186 of Companies Act, 2013:

To consider and, if thought fit, to pass, with or without modification, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 186 and all other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder as applicable, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and in terms of the

provisions of the Company's Memorandum and Articles of Association, and subject to such other approvals, consents, sanctions and permissions, as may be necessary, consent of the Members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as "the Board" which term shall include any Committee thereof) to give any loan(s) and/or any guarantee(s) and/or provide any security(ies) in connection with any loan(s) to any other body corporate or person and/ or to make any further investments/ acquisition by way of subscription, purchase or otherwise, the securities (including equity shares, preference shares, debentures, or any other kind of instruments, whether convertible or not) of other body corporate, up to an amount of Rs.100 Crore (Rupees One Hundred Crore Only) over and above the limits available to the Company of 60% (Sixty Percent) of its paid up share capital, free reserves and securities premium account or 100% (One Hundred Percent) of its free reserves and securities premium account, whichever is more, and remaining outstanding at any point of time."

RESOLVED FURTHER THAT the Board or a duly constituted Committee thereof be and is hereby authorized to decide and fi nalize the terms and conditions while making investment, giving loan or guarantee or providing securities within the aforesaid limits including with the power to transfer and dispose of the investments so made, from time to time, and to execute all deeds, documents and other writings and to do all such acts, deeds, matters and things, as may be necessary and expedient for implementing and giving effect to this resolution."

By order of the board For Palred Technologies Limited Sd/- Place: Hyderabad Shruti Mangesh Rege Date : 14.08.2021 Company secretary

Notes

• 1. In view of the COVID-19 pandemic and pursuant to the General Circular Nos. 14/2020, 17/2020, 20/2020, 02/2021 issued by the Ministry of Corporate Affairs ("MCA") and Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 and SEBI/ HO/CFD/CMD2/ CIR/P/2021/11 issued by the Securities and Exchange Board of India ("SEBI") (hereinafter collectively referred to as "the Circulars"), companies are allowed to hold Annual General Meeting through VC/OAVM, without the physical presence of Members at a common venue. Hence, in compliance with the Circulars, the 22nd Annual General Meeting ("AGM") of the Company is being held through VC. Accordingly, the facility for appointment of proxies will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.
• 1. The Company has engaged the services of Central Depository Services (India) Limited ("CDSL"), as the authorized agency for conducting the AGM and providing remote e-Voting and e-Voting facility for/during the AGM of the Company. The instructions for participation by Members are given in the subsequent notes.
• 1. Since the AGM will be held through VC, the Route Map is not annexed to this Notice. The registered office of the Company shall be deemed to be the venue for the AGM.
• 1. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum of the AGM under Section 103 of the Act.
• 1. Compliance with the MCA Circulars and SEBI Circular dated January 15, 2021 as aforesaid, Notice of the AGM along with the Annual Report (viz. Financial Statement) for Financial Year 2020-2021 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories/R&T Agent. Members may note that the Notice and Annual Report for Financial Year 2020-2021 will also be available on the Company's website www. palred.com, 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 and on the website of R&T Agent of the Company viz. KFin at https:// evoting.kfintech.com.

Alternatively, Member may send signed copy of the request letter providing the e-mail address, mobile number, selfattested PAN copy, DP ID (in case of electronic mode shares), folio No (in case of physical mode shares) via e-mail at the Email Id – einward.ris@kfintech.com for obtaining the Annual Report and Notice of e-AGM of the Company electronically.

• 1. In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
• 1. The facility of joining the e-AGM through VC / OAVM will be opened 15 minutes before and will remain open upto 15 minutes after the scheduled start time of the e-AGM, and will be available for 1000 members on a first-come first-served basis. This rule would however not apply to participation in

respect of large Shareholders (Shareholders holding 2% or more shares of the Company), Promoters, Institutional Investors, Auditors, Key Managerial Personnel and the Directors of the Company including Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee.

• 1. The Register of Members and Share Transfer Books of the Company will remain closed from Monday, 20.09.2021 to Saturday, 25.09.2021 (both days inclusive) for the purpose of AGM.
• 1. M/s. S.S. Reddy and Associates, Practicing Company Secretaries, has been appointed as the Scrutinizer to scrutinize the remote e-Voting/e-Voting process in a fair and transparent manner. The Scrutinizer will submit the report to the Chairman, or any person authorised by him after completion of the scrutiny and the results of voting will be announced after the AGM of the Company. Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the AGM. The result will also be displayed on the website of the Company at www.bseindia. com, www.nseindia.com (where the Company is listed) and www.evotingindia.com (agency providing e-Voting facility).
• 1. Members of the Company under the category of Institutional/ Corporate Shareholders are encouraged to attend and vote at the AGM through VC. Corporate Members intending to authorize their representatives to participate and vote are requested to send a certified copy of the Board resolution / authorization letter to the Scrutinizer by email at ssrfcs@ gmail.com and the same should also be uploaded on the VC portal / e-Voting portal of CDSL.
• 1. Members who have not yet registered their e-mail addresses are requested to register the same with their DP in case the shares are held by them in demat mode and with RTA in case the shares are held by them in physical mode.
• 1. To register e-mail address for all future correspondence and update the bank account details, please follow the below process:
  • a. Members holding shares in Demat mode can get their details registered/updated only by contacting their respective DP.
  • b.Members holding shares in physical mode may register their email address and mobile number with the RTA by sending an e-mailrequest to the email ID einward.ris@ kfintech.comalong with signed scanned copy of the request letter providing the email addressand mobile number, self-attested copy of Permanent Account Number Card ("PAN")and copy of a share certificate for registeringtheir email address. Additional details like name and branch of Bank along with bank account type, bank account number, 9-digitMICR code, 11-digit IFSC code and scanned copy of cancelled cheque will be required for updating bank account details.
• 1. SEBI has mandated submission of PAN by every participant in the securities market. Members holding shares in demat

mode are, therefore, requested to submit their PAN to their DP. Members holding shares in physical mode are required to submit their PAN details to the RTA.

1. As per the provisions of Section 72 of the Companies Act, 2013 ("the Act"), the facility for submitting nomination is available for Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same with their DP in case the shares are held by them in demat mode, and to the RTA, in case the shares are held in physical mode.

15. INSTRUCTIONS FOR E-VOTING AND JOINING THE AGM:

A. VOTING THROUGH ELECTRONIC MEANS

• i. In compliance with the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of Listing Regulations and applicable circulars, the Members are provided with the facility to cast their vote electronically (through remote e-Voting as well as the e-Voting system on the date of the AGM), through the e-Voting services provided by CDSL, on all the resolutions set forth in this Notice.
• ii. The remote e-Voting period commences on Wednesday, September 22, 2021 (9.00 A.M. IST) and ends on Friday, September 24, 2021 (5.00 P.M. IST). During this period, Members holding shares either in physical mode or in demat mode, as on Saturday, September 18, 2021 i.e. cut-off date, may cast their vote electronically.The e-Voting

module shall be disabled by CDSL for voting thereafter. A person who is not a Member as on the Cut-off date should treat Notice of this Meeting for information purposes only.

• iii. The Members who have cast their vote by remote e-Voting prior to the AGM may attend/ participate in the AGM through VC but shall not be entitled to cast their vote again.
• iv. The voting rights of the Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date i.e., Saturday, September 18, 2021.
• v. Any person or non-individual Shareholders (in physical mode/ demat mode) who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow the steps mentioned below.
• vi. Login method for e-Voting and voting during the meeting for Individual Shareholders holding securities in demat mode.

In terms of the SEBI circular dated December 9, 2020 on the e-Voting facility provided by listed companies and as part ofi ncreasing the effi ciency of the voting process, e-Voting process has been enabled to all individual Shareholders holdingsecurities in demat mode to vote through their demat account maintained with depositories / websites of depositories /depository participants. Shareholders are advised to update their mobile number and email ID in their demat accounts inorder to access e-Voting facility. Login method for Individual Shareholders holding securities in demat mode is given below:

Type ofShareholders	Login Method
IndividualShareholdersholding	a. Users who have opted for Easi / Easiest facility, can login through their existing user id and password. Option will be madeavailable to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest is https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on Login icon and select New System Myeasi.
securities inDemat modewith CDSL	b. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where thee-Voting is in progress as per the information provided by company. On clicking the e-Voting option, the user will be ableto see e-Voting page of the e-Voting service provider ("ESP") i.e. CDSL, for casting your vote during the remote e-Votingperiod or joining virtual meeting & voting during the meeting. Additionally, there are also links provided to access thesystem of all ESP i.e. CDSL/NSDL/KFin, so that the user can visit the ESP website directly.
	c. If the user is not registered for Easi/Easiest, option to register is available at https://web. cdslindia.com/myeasi/Registration/EasiRegistration. Alternatively, the user can directly access e-Voting page by providing demat Account Number and PANNo. from a link in www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin. Thesystem will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. Aftersuccessful authentication, user will beprovided links for the respective ESP i.e. CDSL where the e-Voting is in progress.
IndividualShareholders	a. If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser bytyping the following URL: https://eservices.nsdl.com.
holdingsecurities inDemat mode	b. Once the home page of e-Services is launched, click on the "Benefi cial Owner" icon under "Login" which is availableunder 'IDeAS' section. A new screen will open. You will have to enter your User ID and Password. After successfulauthentication, you will be able to see e-Voting services.
with NSDL	c. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on company nameor e-Voting service provider- CDSL and you will be re-directed to the CDSL e-Voting website for casting your vote duringthe remote e-Voting period or joining virtual meeting & voting during the meeting.
	d. If the user is 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.
	e. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/. Once thehome page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
	f. A new screen will open. You will have to enter your User ID (i.e. your 16 digit demat account number held with NSDL),Password/OTP and a Verifi cation Code as shown on the screen.
	g. After successful authentication, you will be redirected to NSDL Depository site wherein youcan see e-Voting page. Clickon Company name or e-Voting service provider- CDSL andyou will be redirected to e-Voting website of CDSL for castingyour vote during the remotee-Voting period or joining virtual meeting & voting during the meeting.

Type ofShareholders	Login Method
IndividualShareholders	d.You can also login using the login credentials of your Demat account through your Depository Participant registeredwith NSDL/CDSL for e-Voting facility.
(holdingsecurities	e. After successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will beredirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature.
in Dematmode) loginthrough theirDepository	f. Click on Company name or e-Voting service provider name -CDSL and you will be redirected to e-Voting websiteof CDSL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during themeeting.
Participants

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

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

Login type	Helpdesk details
Individual Shareholders holdingsecurities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sendinga request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and22-23058542-43.
Individual Shareholders holdingsecurities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending arequest at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

vii. Login method for e-Voting and voting during the meeting for Shareholders holding securities in physical mode and Shareholders other than Individual Shareholders holding securities in demat mode.

• a) The shareholders should log on to the e-voting website www.evotingindia.com.
• b) Click on Shareholders tab/ module.
• c) Now Enter your User ID
  • For CDSL: 16 digits beneficiary ID,
• For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
• Members holding shares in Physical Form should enter Folio Number registered with the Company.
  • d) Next enter the Image Verification as displayed and Click on Login.
• e) 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.
  • f) If you are a first time user follow the steps given below:

Login type	For Shareholders holding securities in physical mode and Shareholders other than IndividualShareholders holding securities in demat mode.
PAN	Enter your 10-digit alpha-numeric "PAN" issued by Income Tax Department. Shareholders who havenot updated their PAN with the Company/Depository Participant are requested to use the sequencenumber sent by RTA or contact RTA.
Dividend BankDetails OR Dateof Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demataccount 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 / folionumber in the Dividend Bank details field as mentioned in instruction (iii).

• g) After entering these details appropriately, click on "SUBMIT" tab.
• h) Shareholders holding shares in physical mode will then directly reach the Company selection screen. However, Shareholders holding shares in Demat mode 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 account 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.
• i) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
• j) Click on the EVSN for the relevant on which you choose to vote.
• k) 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.
• l) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.
• m)After selecting the resolution, you have decided to

vote on, click on "SUBMIT". A confi rmation box will be displayed. If you wish to confi rm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

• n) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• o) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• p) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• q) If a Demat account holder has forgotten the login password, then Enter the User ID and the image verifi cation code and click on Forgot password and enter the details as prompted by the system.
• r) Additional Facility for Non Individual Shareholders and Custodians –For Remote e-Voting only.
• Non-Individual Shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.
• 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.
• 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.
• 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.
• Alternatively Non Individual Shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at the email address viz; ssrfcs@ gmail.com, if they have voted from individual tab & not uploaded same in the CDSL e-Voting system for the scrutinizer to verify the same.

B. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC AND E-VOTING DURING THE AGM:

• i. The procedure for attending AGM and e-Voting on the day of AGM is same as the instructions mentioned above for e-Voting.

• ii. Members attending the AGM through VC shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

• iii. The facility for joining the AGM shall open 15 minutes before the scheduled time for commencement of the AGM.

• iv. The link for VC to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for e-Voting.

• v. Shareholders who have voted through remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.

• vi. Shareholders are encouraged to join the Meeting through Laptops / iPad for better experience.

• vii. Further Shareholders will be required to allow Camera (in case of speakers) and use Internet with a good speed to avoid any disturbance during the AGM.

• viii. 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.

• ix. Members (holding shares as on Cut-off date) who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request, on or before Saturday, September 18, 2021, from their registered e-mail address mentioning their name, DP ID and Client ID / folio number, PAN, mobile number at company@palred.com. Those Members who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

• x. Only those Shareholders, who are present in the AGM through VC 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 available during the AGM.

• xi. If any Votes are cast by the Shareholders through the e-Voting available during the AGM and if the same Shareholders have not participated in the meeting through VC facility, then the votes cast by such Shareholders shall be considered invalid as the facility of e-Voting during the meeting is available only to the Shareholders attending the AGM.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, 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 or call on 022-23058542/43.

• 1. Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of Act and Register of Contractsor arrangements in which directors are interested maintained under Section 189 of the Act, shall be available for inspection during theAGM at e-Voting portal.
• 1. Statement pursuant to Section 102(1) of the Act, in respect of the Special Business to be transacted at the AGM along with details pursuant to SEBI Regulations and other applicable laws are annexed hereto. All documents referred to in the accompanying Notice and the Statement shall be available for inspection electronically. Members seeking to inspect such documents can send an email to company@palred. com.

Palred Technologies Limited

1. The term 'Members' or 'Shareholders' has been used to denote Shareholders of Palred Technologies Limited.

2. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.Palred.com and on the website of CDSL within two(2) days of passing of the resolutions at the AGM of the Company and communicated to the National Stock Exchange of India Limited and BSE Limited.

By order of the board For Palred Technologies Limited

Sd/- Place: Hyderabad Shruti Mangesh Rege Date : 14.08.2021 Company secretary

Explanatory Statement

[Pursuant to Section 102 of the Companies Act, 2013]

Item No. 3 & 4

Keeping in view the Company's existing and future fi nancial requirements to support its business operations, the Company needs additional funds. For this purpose, the Company is desirous of raising fi nance from Banks and/or Financial Institutions and/or any other lending institutions and/or Bodies Corporate and/or such other persons/ individuals as may be considered fi t.

In accordance with the provisions of Section 180(1)(a) and 180(1)(c) of the Companies Act, 2013,the following powers can be exercised by the Board of Directors with the consent of the Members by a Special Resolution:

• To pledge, mortgage, hypothecate and/or charge all or any part of the moveable or immovable properties of the Company and the whole or part of the undertaking of the Company;
• To borrow money, where the money to be borrowed, together with the money already borrowed by the Company will exceed the aggregate of the Company's paid-up share capital and free reserves and securities premium, apart from temporary loans obtained from the company's bankers in the ordinarycourse of business, except

The Board is of the view that the in order to further expand the business activities of the Company and for meeting the expenses for capital expenditure, the Company may be further required to borrow money, either secured or unsecured, from the banks/ fi nancial institutions/other body corporate, from time to time, and to pledge, mortgage, hypothecate and/or charge any or all of the movable and immovable properties of the Company and/or whole or part of the undertaking of the Company.

The Board of Directors of the Company proposes to increase the limits to borrow money upto Rs. 100 Crores (one hundred crores) and to secure such borrowings by pledging, mortgaging, hypothecating the movable or immovable properties of the Company amounting up to Rs. 100 Crores (one hundred crores)

It is, therefore, required to obtain fresh approval of members by Special Resolution under Sections 180(1)(a) and 180(1)(c) of the Companies Act, 2013, to enable the Board of Directors to borrow money in excess of the aggregate of the paid-up share capital and free reserves of the Company and to create charge on the assets over the Company under the Companies Act, 2013.

The Board recommends the Special Resolution set out at Item No. 3&4 of the Notice for approval by the Members

None of the Directors/Key Managerial Personnel of the Company and their relatives are in any way, concerned or interested, fi nancially or otherwise, in the Resolution set out in the Notice.

Item No. 5

The Company has been making investments in, giving loans and guarantees to and providing securities in connection with loans to various persons and bodies corporate (including its subsidiary) from time to time, in compliance with the applicable provisions of the Act.

The provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as amended to date, provides that no company is permitted to, directly or indirectly, (a) give any loan to any person or other body corporate; (b) give any guarantee or provide security in connection with a loan to any other body corporate or person; and (c) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate, exceeding sixty percent of its paidup share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more, with approval of Members by special resolution passed at the general meeting. In view of the aforesaid, it is proposed to take approval under section 186 of the Companies Act, 2013, by way of special resolution, up to a limit of Rs.100 Crores, as proposed in the Notice.

The investments, loans, guarantees and securities, as the case may be, will be made in accordance with the applicable provisions of the Companies Act, 2013 and relevant rules made there under. These investments are proposed to be made out of own/surplus funds/ internal accruals and or any other sources including borrowings, if necessary, to achieve long term strategic and business objectives.

The Board of Directors recommends resolution as set out in item No. 5 for approval of the members of the Company by way of passing a Special Resolution.

None of the Directors/Key Managerial Personnel of the Company and their relatives are in any way, concerned or interested, fi nancially or otherwise, in the Resolution set out in the Notice.

By order of the board For Palred Technologies Limited

Sd/- Place: Hyderabad Shruti Mangesh Rege Date : 14.08.2021 Company secretary