Palred Technologies Limited — Proxy Solicitation & Information Statement 2021

Oct 30, 2021

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To,

Date: 29.10.2021

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

Dear Sir/ Madam,

Sub: Submission of EGM 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 Extra Ordinary Annual General Meeting of the Company, which is being dispatched to our Shareholders on 29[th] October, 2021. The Extra Ordinary General Meeting of the company is scheduled to be held on Saturday, the 25[th] day of November, 2021 through Video Conferencing (“VC”) /other Audio Visual Means at 09.30 A M.

Please find the enclosed the Notice of EGM. 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

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Shruti Mangesh Rege Company Secretary

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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

PALRED TECHNOLOGIES LIMITED

CIN: L72200TG1999PLC033131

Regd. Office: H. No. 8-2-703/2/B, Plot.No.2 Road.No.12, Banjara Hills Hyderabad, Telangana-500034 Tel: +91- 40 - 66384916; Fax: +91- 40 - 23100602 www.palred.com; E-mail: company@palred.com

NOTICE FOR EXTRA-ORDINARY GENERAL MEETING

NOTICE is hereby given that the 1/2021-22 Extraordinary General Meeting (EGM) of the Members of Palred Technologies Limited (“Company”) will be held on Saturday, the 20[th] day of November, 2021 at 09:30 A.M IST through Video Conferencing (VC) or Other Audio Visual Means (OAVM) for which purpose the Registered office of the Company situated at H.No. 8-2-703/2/B, Plot.No.2 Road.No.12, Banjara Hills Hyderabad, Telangana-500034 shall be deemed as the venue for the Meeting and the proceedings of the EGM shall be deemed to be made thereat, to transact the following business:

SPECIAL BUSINESS:

1. TO ISSUE CONVERTIBLE WARRANTS ON PREFERENTIAL BASIS:

“RESOLVED THAT pursuant to the provisions of Section 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) (hereinafter referred to as the “Act”) and in accordance with the provisions of the Memorandum and Articles of Association of the Company, the provisions of Chapter V – “Preferential Issue” and other applicable provisions, if any, of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as may be modified or re-enacted from time to time (hereinafter referred to as “ICDR Regulations”), the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “Listing Regulations”) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, read with the listing agreement and all other applicable laws, rules, regulations, notifications, guidelines, circulars and clarifications issued by various authorities including but not limited to the Government of India (“GOI”), the Securities and Exchange Board of India (“SEBI”), the Ministry of Corporate Affairs ( “MCA” ) and other competent authorities, and subject to the approvals, permissions, sanctions and consents as may be necessary from any regulatory and other appropriate authorities (including but not limited to the GOI, SEBI, MCA, etc.), and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals, permissions, sanctions and consents, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any committee which the Board has constituted or may constitute to exercise its powers, including the powers conferred by this resolution), the consent of the members of the company be and is

hereby accorded to the Board to create, offer, issue and allot, in one or more tranches, up to 25,00,000 (Twenty Five Lakhs only) convertible warrants of the Company having a face value of Rs. 10/- (Rupees Ten Only) each, at an issue price of Rs.128/- per warrant (including a premium of Rs. 118 per warrant) determined as on the Relevant Date in accordance with Regulation 164(1) of the ICDR Regulations and applicable laws, for an aggregate consideration not exceeding Rs.32,00,00,000/- (Rupees Thirty-Two Crores only) to Non-Promoters (hereinafter referred to as the “Proposed Allottee”), by way of a preferential allotment and in such manner and on such other terms and conditions, as the Board may, in its absolute discretion, think fit.

“RESOLVED FURTHER THAT in accordance with Regulation 161(a) and (b) of the ICDR Regulations, the “Relevant Date”, for determining the price of the equity to be allotted to the Proposed Allottee pursuant to conversion of Warrants, on a preferential basis, i.e. 21[st] day of October, 2021 being the date which is 30 (Thirty) days prior to the date on which the meeting of shareholders is to be held to consider the proposed preferential issue.”

“RESOLVED FURTHER THAT the Warrant be offered and issued on the following terms and conditions:

1. Each warrant be convertible into one equity share can be exercised at any time within a period of 9 months from the date of issue of such Warrants as it was mutually agreed by the company and the proposed allottee and on such other terms and conditions, subject to ICDR Regulations; Accordingly, 25,00,000 warrants proposed to be allotted in terms of this EGM shall be liable to be converted in to 25,00,000 equity shares within period of 9 months from the date of allotment of warrants though SEBI guidelines has given a time of 18 months for conversion. In case of failure to convert the warrants and pay the consideration as per the agreed terms and conditions, the company has every right at its discretion to forfeit the unconverted warrants along with the money paid thereon by the proposed allottee.

2. In accordance with Regulation 169(2) of the SEBI (ICDR) Regulations, 2018, 25% of the consideration payable for the warrants (and the equity shares into which they are converted), shall be paid by the Proposed Allottee to the Company on upfront upon issue and allotment of the warrants.

3. As per the mutually agreement between the company and proposed allottee, the amount paid on issue of warrants shall be forfeited if the warrants are not exercised within a period of 9 months from the date of issue of warrants as has been consented by the proposed allottee.

4. Equity shares to be issued and allotted by the Company on exercising of the option against the warrants shall rank pari-passu in all respects with the then existing fully paid-up equity shares of the Company including payment of dividend.

“RESOLVED FURTHER THAT the equity shares to be allotted in terms of this resolution shall be made fully paid up at the time of allotment and shall rank pari-passu with the existing equity shares of the Company in all respects and the same shall be subject to lock-in for such period as may be prescribed under the ICDR Regulations.”

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board / any Committee of the Board, be and is hereby authorized on behalf of the Company to take all actions and to do all such acts, deeds, matters and things (including sub-delegating its powers to such other authorized representatives) as it may, in its absolute discretion, deem necessary, proper or desirable for such purpose, including deciding the dates of allotment, revising the Relevant Date in accordance with applicable law, deciding and / or finalizing other terms of issue and allotment in consonance with the ICDR Regulations, appointing intermediaries, advisors, consultants, bankers, other agencies, applying to depositories for admission of securities / lock-in of securities, giving credit for securities so allotted directly into the depository accounts of the Proposed Allottee, listing of the equity shares to be issued and allotted, and to modify, accept and give effect to any modifications to the terms and conditions of the issue as may be required by the statutory, regulatory and other appropriate authorities including but not limited to GOI, SEBI, MCA, etc. and such other approvals (including approvals of the existing lenders of the Company, if required) and as may be agreed by the Board, and to settle all questions, difficulties or doubts that may arise in the proposed issue, pricing of the issue, allotment and listing of the equity shares arising there from, including utilization of the issue proceeds, cancelling the unsubscribed portion (if any) and to execute all such affidavits, agreements, applications, deeds, declarations, documents, forms, letters, returns, undertakings, writings, etc. in connection with the proposed issue as the Board may in its absolute discretion deem necessary or desirable without being required to seek any further consent or approval of the shareholders or otherwise with the intent that the shareholders shall be deemed to have given their approval thereto expressly by the authority of this resolution.”

“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any other committee of the Board to give effect to this resolution.”

By Order of the Board of Directors For Palred Technologies Limited

Place: Hyderabad Date: 26.10.2021

Sd/Shruti Mangesh Rege Company Secretary

Notes :

1. 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 other aforesaid all Notifications, physical attendance of the Members to the EGM venue is not required and Extraordinary general meeting (EGM) be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM through VC/OAVM.

2. 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 EGM. However, the Body Corporates entitled to appoint authorized representatives to attend the EGM through VC/OAVM and participate thereat and cast their votes through e- voting.

3. The Members can join the EGM 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 EGM 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 EGM without restriction on account of first come first served basis.

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

5. 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. For this purpose, the Company has entered into an agreement with Central Depository Services India Limited (CDSL) 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 will be provided by CDSL.

6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at www.

palred.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e., BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and the EGM Notice is also available on the website of CDSL (agency for providing the Remote e-Voting facility) i.e., www.evotingindia.com.

1. EGM 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 and MCA Circular No. 20/2020 dated May 05, 2020.

2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (Act), relating to the Special Business under Item Nos. 1 of the Notice, is annexed hereto.

3. As per Regulation 40 of the 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’s Registrars and Transfer Agents, M/s. KFin Technologies Private Limited, Hyderabad for assistance in this regard.

4. To support the ‘Green Initiative’, members who have not registered their e-mail addresses so far are requested to register their e-mail address with their Depository participants (DPs), in case the shares are held by them in electronic form/Demat form and with Venture Capital & Corporate Investments Private Limited, in case the shares are held by them in physical form for receiving all communication(s) including

5. Report, Notices, Circulars, etc. from the Company electronically. Alternatively, members holding shares in physical form are requested to send their email address and mobile number to the company mail id company@palred.com.

6. Members are requested to register or intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number (PAN), nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc to their Depository Participants with whom they are maintaining their demat accounts in case the shares are held by them in electronic form/demat form and to Venture Capital & Corporate Investments Private Limited in case the shares are held by them in physical form.

7. Remote e-Voting : 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), the Company is providing facility of remote e-voting to its Members through e- Voting agency M/s. Central Depository Services India Limited (CDSL).

1. Only those Members, whose names appear in Register of Members / List of beneficial owners as on Saturday, the 13th day of November, 2021 ("Cut-off Date") shall be entitled to vote (through remote e-voting and during EGM) on the resolutions set forth in this Notice and their voting rights shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off Date. A person who is not a member as on the Cut-off Date should treat this Notice for information only.

2. The Board of Directors has appointed M/s S.S. Reddy & Associates, Practicing Company Secretaries, as the Scrutinizer to scrutinize the remote e-voting and voting during the EGM in a fair and transparent manner.

3. The Scrutinizer will make a consolidated Scrutinizer's Report of the total votes cast in favor or against and invalid votes, if any, to the Chairman / Managing Director of the Company or in his absence to any other Director authorized by the Board of Directors, who shall countersign the same. Based on the Scrutinizer's Report, the result will be declared by the Chairman / Managing Director or in his absence by the Company Secretary within 48 hours from the conclusion of the EGM at the Registered Office of the Company. Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the EGM i.e. 20th November, 2021.

4. A proxy is allowed to be appointed under Section 105 of the Companies Act, 2013 to attend and vote at the general meeting on behalf of a member who is not able to attend personally. Since the EGM will be conducted through VC / OAVM, there is no requirement of appointment of proxies. Hence, Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.

Instructions for the Members for attending the EGM through VC/OAVM:

1. As you are aware, in view of the situation arising due to COVID-19 global pandemic, the general meetings of the companies shall be conducted as per the guidelines issued by the Ministry of Corporate Affairs (MCA) vide Circular No. 14/2020 dated April 8, 2020, Circular No.17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 05, 2020. The forthcoming EGM will thus be held through video conferencing (VC) or other audio-visual means (OAVM). Hence, Members can attend and participate in the ensuing EGM through VC/OAVM.

2. 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 MCA Circulars 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. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting’s agency. The facility of casting votes by a member using remote e- voting as well as the e-voting system on the date of the EGM will be provided by CDSL.

1. The Members can join the EGM 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 EGM through VC/OAVM will be made available to at least 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 EGM without restriction on account of first come first served basis.

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

3. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the EGM through VC/OAVM and cast their votes through e-voting.

4. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at www.palred.com.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the EGM) i.e. www.evotingindia.com.

THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS UNDER:

• (i) The voting period begins on 17.11.2021 at 9.00 a.m. and ends on 19.11.2021 at 5.00 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 (record date) of 13.11.2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020 , under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

• (iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of Login Method shareholders

• 1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach

• Individual e-Voting page without any further authentication. The URL for users to

• Shareholders login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or

• holding visit www.cdslindia.com and click on Login icon and select New System

• securities in Myeasi.

• Demat mode with CDSL 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 i.e., CDSL/NSDL/KARVY/LINKINTIME, 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 https://web.cdslindia.com/myeasi/Registration/EasiRegistration

• 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin 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 with NSDL

• 1) If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

• 2) 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 3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e- Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting

Individual You can also login using the login credentials of your demat account Shareholders through your Depository Participant registered with NSDL/CDSL for e- (holding Voting facility. After Successful login, you will be able to see e-Voting securities in option. Once you click on e-Voting option, you will be redirected to demat mode) NSDL/CDSL Depository site after successful authentication, wherein you login through can see e-Voting feature. Click on company name or e-Voting service their provider name and you will be redirected to e-Voting service provider Depository website for casting your vote during the remote e-Voting period or joining Participants 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., CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at 022- 23058738 and 22-23058542-43.

Individual Shareholders holding Members facing any technical issue in login can securities in Demat mode with contact NSDL helpdesk by sending a request at NSDL evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

• (v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than individual holding in Demat form.

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

• 2) Click on “Shareholders” module.

• 3) 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. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

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

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

6) Ifyou are a first-time user follow the stepsgiven below:	6) Ifyou are a first-time user follow the stepsgiven below:
	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details	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.

OR Date  If both the details are not recorded with the depository or company, please enter of Birth the member id / folio number in the Dividend Bank details field.

(DOB)

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

• (vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders 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.

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

• (ix) Click on the EVSN Steel Exchange India Limited.

• (x) 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.

• (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (xii) 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.

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

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

• (xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote 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 and to the Company at the email address viz; cs@seil.co.in, if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH VC/OAVM & E- VOTING DURING MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the EGM is same as the instructions mentioned above for e-voting.

2. The link for VC/OAVM 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.

3. 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 EGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

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

6. 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.

7. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the EGM but have queries may send their queries in advance 10 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). These queries will be replied to by the company suitably by email.

8. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

9. Only those shareholders, who are present in the EGM 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 available during the EGM.

10. If any Votes are cast by the shareholders through the e-voting available during the EGM and if the same shareholders have not participated in the meeting through VC/OAVM 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 meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like 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 Company/RTA email id .

2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending EGM & e-Voting from the CDSL e- Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 02223058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. 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 02223058542/43.

By Order of the Board of Directors For Palred Technologies Limited

Place: Hyderabad Date: 26.10.2021

Sd/Shruti Mangesh Rege Company Secretary

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

To augment the funding requirements of the Company for working and capital expenditure requirements and for other general corporate purposes, the Board of Directors of the Company in its meeting held on Tuesday, the 26[th] day of October, 2021 accorded its approval for raising funds through issuance of up to 25,00,000 (Twenty-Five Lakhs) Convertible Warrants (“Warrants”) to the proposed allottee on a preferential basis by way of private placement subject to approval of the members of the Company.

Accordingly, the Company proposes to create, offer, issue and allot, in one or more tranches, 25,00,000 convertible warrants) at an issue price not less than the minimum price determined as on the Relevant Date in accordance with Regulation 164(1) of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”) and applicable laws.

A company can undertake preferential allotment / private placement only after obtaining prior approval of the shareholders by way of special resolution in terms of Section 42 and 62(1)(c) of the Companies Act, 2013 read with Rules framed thereunder (the “Act”) further read with provisions of Chapter V- “Preferential Issue” of the ICDR Regulations, as amended, and on the terms and conditions and formalities as stipulated in the Act and the ICDR Regulations.

In terms of Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014, Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Regulation 163 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”), the following disclosures are required to be made in the Explanatory Statement to the Notice:

Particulars	Disclosure
Date of passing of Board Resolution	26thday of October, 2021
The objects of the issue	To augment the funding requirements of the Company for immediate working capital, Marketing of products and capital expenditure requirements, Investment in Subsidiary companies and for other general corporate purposes.
The total number of shares or other securities to be issued	25,00,000 (Twenty-Five Lakhs) Convertible Warrants liable to be converted in to 25,00,000 equity shares.
The manner of issue of shares	Share Warrants shall be issued and allotted to the Proposed Allottees by way of preferential allotment on a private placement basis, for cash consideration
The class or classes of persons to whom the allotment is proposed to be made	The preferential issue of convertible warrants is proposed to be made to one investor i.e., Mr. Mathew Cyriac, Non- Promoter
The price or price band at/within which the allotment is proposed	In accordance with Part IV – Regulation 164 of SEBI (ICDR) Regulations, 2018  Total 25,00,000 convertible warrants are issued.  On conversion of warrants to Equity shares, the issue price shall be at Rs.128/- (Face value – Rs. 10 and Premium at Rs.118).

• Accordingly, 25,00,000 warrants proposed to be allotted in terms of this EGM shall be liable to be converted in to 25,00,000 equity shares within period of 9 months from the date of allotment of warrants though SEBI guidelines has given a time of 18 months for conversion, as agreed by the proposed allottee. In case of failure to convert the warrants and pay the consideration as per the agreed terms and conditions, the company has every right at its discretion to forfeit the un-converted warrants along with the money paid thereon by the proposed allottee.

 The proposed issue of Equity shares upon exercise of warrants would be within the limits of the existing authorised capital of the Company. Basis on which the price has In terms of the applicable provisions of SEBI (ICDR) been arrived at Regulations the price at which Equity Shares shall be allotted shall not be less than higher of the following: a) Average of the weekly high and low of the volume weighted average price of the Equity Shares of the Company quoted on the Stock Exchange, during the Twenty-Six (26) weeks preceding the Relevant Date; or b) Average of the weekly high and low of the volume weighted average price of the Equity Shares of the Company quoted on the Stock Exchange, during the Two (2) weeks preceding the Relevant Date. The equity shares listed on the NSE are frequently traded and trading volume on NSE is higher. Accordingly, the minimum issue price of Warrants has been calculated with reference to NSE. The minimum price per convertible warrant has been computed as Rs.128 /- per warrant. Relevant date with reference The “Relevant Date” in terms of the SEBI (ICDR) to which the price has been Regulations for determination of minimum price is Thursday, arrived at the 21st day of October, 2021, being a date, which is 30

	(Thirty) days prior to the date of Extra Ordinary General Meeting.	(Thirty) days prior to the date of Extra Ordinary General Meeting.	(Thirty) days prior to the date of Extra Ordinary General Meeting.	(Thirty) days prior to the date of Extra Ordinary General Meeting.
Intention of promoters, directors or key managerial personnel to subscribe to the offer	None of the other directors/key managerial personnel of the Company would be subscribing to the preferential issue of Warrants proposed to be issued by the Company.
The proposed time within which the allotment shall be completed	The Securities shall be issued and allotted within a period of fifteen (15) days from the date of passing of the Special Resolution, provided that where the allotment of such Securities is pending on account of pendency of any regulatory approval for such allotment, the allotment shall be completed within a period of fifteen (15) days from the date of such approval or such other extended period as may be permitted under the applicable SEBI ICDR Regulations as amended from time to time.
The change in control, if any, in the Company that would occur consequent to the preferential offer	Yes, Consequent to the completion of the Underlying Transactions the investor Mr. Mathew Cyriac will be inducted in to the board as a non-executive and non- independent director of the company.
Name and address of valuer who performed valuation	Not Applicable
Principle terms of assets charged as securities:	Not Applicable
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer	Not applicable as the Preferential Allotment is for cash consideration.
The names of the proposed allottees and the percentage of post preferential offer capital that may be held by them	Name of the allottee	Pre issue details	Warrants proposed to be allotted	Post issue details
	Mr. Mathew Cyriac	Nil Shares	2500000	25,00,000 warrants

				20.44% shareholding
Shareholding pattern of the Company before and after the Preferential Issue	Please referAnnexure - Ato this Notice for details.
The number of persons to whom allotment on preferential basis have already been made during the year, in terms of number of securities as well asprice	There was no Preferential Issue made during the year
Terms of Issue of convertible warrants:	An amount, as may be decided by the Board of Directors, not being less than 25% of the issue price shall be payable before allotment of the warrants. The convertible warrants would be allotted on the following terms: a.The holder of warrants will have an option to apply for and be allotted 1 (one) Equity Share of the Company per warrant, any time after the date of allotment but on or before the expiry of 9 months from the date of allotment of convertible warrants, in one or more tranches. b.Upon receipt of the payment as above, the Board shall allot one Equity Share per Warrant by appropriating Rs. 10/- towards Equity Share Capital and the balance towards premium. c.If the entitlement against the warrants to apply for the Equity Share is not exercised within the period specified i.e., 9 months from the date of allotment of warrants, the entitlement of the Warrant holder to apply for Equity Shares of the Company along with the rights attached thereto shall expire and any amount paid on such warrants shall stand forfeited. d.The warrants by itself do not give to the holder thereof any rights of the Members of the Company.
Identity of the natural persons who are the ultimate beneficial owners of the	Ultimate beneficial owners of the shares proposed to be allotted:

shares proposed to be allotted and/or who ultimately control the proposed allottees, the percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the preferential issue	Mr. Mathew Cyriac, non-promoter.
Auditor’s certificate Inspection of Documents: &	The Certificate issued by M/s. M.S.K.A & Associates, Chartered Accountants, Statutory Auditors of the Company certifying that the preferential issue is being made in accordance with the requirements contained in the SEBI ICDR Regulations, will be placed before the Members at the EGM and will be kept open for inspection at the Registered Office of the Company between 11:00 AM and 1:00 PM on all working days upto the date of this EGM.
Lock in period:	The proposed allotment of Warrants pursuant to the preferential issue will be subject to applicable lock-in and transfer restrictions in accordance with the SEBI (ICDR) Regulations, 2018.
Disclosure about the names of issuer, its Promoters or any of its Directors not appearing in the list of wilful defaulters as issued by RBI.	The Company, its Promoters and its Directors are not categorized as wilful defaulter(s) by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India (“RBI”).
Listing of resulting equity shares:	The equity shares on conversion of warrants issued under Resolution No.1 shall be listed on BSE Limited and NSE Limited where the existing shares of the Company are presentlylisted.
Undertaking and other disclosures	 Neither the Company nor any of its Directors and / or Promoters is a fugitive economic offender as defined under the SEBI ICDR Regulations.  Neither the Company nor any of its Directors or Promoters are categorized as wilful defaulter(s) by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful

defaulter(s) issued by the Reserve Bank of India. Consequently, the disclosures required under Regulation 163(1)(i) of the SEBI ICDR Regulations are not applicable.

• The Company shall re-compute the price of the relevant securities to be allotted under the preferential allotment in terms of the provisions of SEBI ICDR Regulations if it is required to do so, including pursuant to Regulation 166 of the SEBI ICDR Regulations, if required. If the amount payable on account of the re-computation of price is not paid within the time stipulated in SEBI ICDR Regulations, the relevant securities to be allotted under the preferential issue shall continue to be locked-in till the time such amount is paid.

• The Company is in compliance with the conditions for continuous listing, and is eligible to make the preferential issue under Chapter V of the SEBI ICDR Regulations.

• During the last one year till the date of Notice of this EGM, the Company has not made any preferential issue of any issue of shares or convertible Warrants.

• The Proposed Allottee has confirmed that he has not sold any equity shares of the Company during the 6 (six) months preceding the Relevant Date.

• The Company has no subsisting default in the redemption or payment of dividend on equity shares of the Company since the commencement of Companies Act, 2013.

Shareholding pattern of the Company before and after the preferential issue: (Annexure-A)

Pre-issue Post-issue #

S. No. Category

		No. of Shares held	% of Holding	No. of shares held	% of Holding
A	Promoter & Promoter Group
1	Indian Promoters	3677080	37.78	3677080	30.06
2	Foreign Promoters
	Sub- Total –A	3677080	37.78	3677080	30.06
B	Public Shareholding
1	Institutions	--	--	--	--
a.	Mutual Funds/UTI	--	--	--	--
b	Venture Capital Funds	--	--	--	--
c.	Alternate Investment Funds	--	--	--	--
d.	Foreign Venture Capital Funds	--	--	--	--
e.	Foreign Portfolio Investors - Corporate	701586	7.21	701586	5.74
f.	Financial Institutions/Banks	168	0.00	168	0.00
g.	Insurance Companies	--	--	--	--
h.	Provident Funds/Pension Funds/anyother	--	--	--	--
i.	Foreign Institution Investors	--	--	--	--
j..	Qualified Foreign Investor	--	--	--	--
k.	Qualified Foreign Investor – Corporate	--	--	--	--
l.	Foreign Bodies Corporate	--	--	--	--
m.	Foreign Nationals	--	--	--	--
	Sub-Total-B(1)	701754	7.21	701754	5.74
2	Central Government/State Government(s)
	Sun-Total – B(2)
3	Non-Institutions	--	--	--	--
a.	Individual shareholders holdingupto 2lakh	2707129	27.82	2707129	22.13
b.	Individual shareholders holdingin excess of 2 lakh	1482766	15.24	3982766	32.56
c.	NBFCs Registered with RBI	--	--	--	--
d.	Employee Trusts	--	--	--	--
e.	Overseas Depositories (holdingDRs)	--	--	--	--
f.	AnyOther	--	--	--	--

g.	BodyCorporates	489390	5.03	489390	4.00
h.	ClearingMembers	76315	0.78	76315	0.62
i.	Trust	149458	1.54	149458	1.22
j.	Non-Resident Individuals	137287	1.41	137287	1.12
k.	Foreign Nationals	310647	3.19	310647	2.54
l.	Unclaimed or Suspense or Escrow Account	740	0.01	740	0.01
	Sub-Total – B(3)	5353732	55.01	7853732	64.20
	Total Public Shareholding-B	6055486	62.22	8555486	69.94
C	Shares held by Custodians against DRs/FCCBs etc.	--	--	--	--
	GRAND TOTAL(A+B+C)	9732566	100.00	12232566	100.00

# (Post holding shareholding has been taken on assumption that all the convertible warrants are converted into Equity shares).

The Board of Directors believes that the proposed Preferential Issue is in the best interest of the Company and its Members and, therefore, recommends the resolution at Item No.1 of the accompanying Notice for approval by the Members of the Company as a Special Resolution.

None of the directors, key managerial personnel of the Company or their relatives are, in any way, financially or otherwise, concerned or interested, in the said resolution, except to the extent of their respective shareholding and directorships, if any, in the Company.

By Order of the Board of Directors For Palred Technologies Limited

Place: Hyderabad Date: 26.10.2021

Shruti Mangesh Rege Company Secretary