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Panache Digilife Limited Proxy Solicitation & Information Statement 2025

Jan 31, 2025

62513_rns_2025-01-31_1f4e4d54-241e-4375-bc5d-cd9573cded91.pdf

Proxy Solicitation & Information Statement

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January 31, 2025

To, Manager – Listing Department, National Stock Exchange of India Limited Exchange Plaza, Plot No. C-1, G Block, Bandra Kurla Complex, Bandra East, Mumbai – 400 051

Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 - Postal Ballot Notice Symbol: PANACHE

Dear Sir / Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 please find enclosed a copy of Postal Ballot Notice dated January 21, 2025, along with the Explanatory Statement seeking approval of the members of the Company by way of remote e-voting process for Re-appointment of Mr. Shailesh Gala (DIN: 01283286) as an Independent Director of the Company.

Postal Ballot Notice is being sent only through electronic mode to the members whose names appear in the Register of Members / List of Beneficial Owners and whose email ID is registered with the Company / Registrar and Transfer Agent / Depository Participants / Depositories, as on Friday, January 24, 2025 (“Cut-off-Date")

The Company has engaged the services of Central Depository Services (India) Limited, for providing remote e-voting facility to all its member .

The e-voting facility will be available during the following period:

Commencement of e-voting: 9:00 a.m. (IST) on Saturday, February 1, 2025 End of e-voting: 5:00 p.m. (IST) on Sunday, March 2, 2025

The Postal Ballot notice will also be available on the website of the Company at www.panachedigilife.com

Kindly take the above information on your records.

Thanking you, Yours faithfully,

For Panache Digilife Limited

HARSHIL Digitally signed by RAJESH HARSHIL RAJESH CHHEDA Date: 2025.01.31 17:31:00 CHHEDA +05'30'

______ Harshil Chheda Company Secretary & Compliance Officer

Place: Mumbai

Encl.: As above

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PANACHE DIGILIFE LIMITED

Registered Office: Bldg.A3, 102-108 & 201-208, Babosa Industrial Park, Mumbai-Nashik Highway NH3, Saravali Village, Bhiwandi, Thane - 421302, Maharashtra, India

Corporate Office: B-507, Raheja Plaza Premises CSL, L.B.S. Marg, Ghatkopar West, Mumbai – 400 086, Maharashtra, India

Tel: +91-22-2500 7002; Email: [email protected]; Website: www.panachedigilife.com CIN: L72200MH2007PLC169415

NOTICE OF POSTAL BALLOT

Dear Members,

NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (‘ Act ’) (including any statutory modification or re-enactment thereof for the time being in force), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘ Rules ’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘ SEBI Listing Regulations ’), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘ SS-2 ’), each as amended, and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (‘ MCA ’) for holding general meetings / conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, Circular no. 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and the latest circular being Circular no. 09/2024 dated September 19, 2024 (collectively the ‘ MCA Circulars ’), to transact the special businesses as set out hereunder by passing Special Resolutions by way of postal ballot.

SPECIAL BUSINESS:

1. Re-Appointment of Mr. Shailesh Gala as an Independent Director of the Company

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

“RESOLVED THAT in accordance with, the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 ( ‘the Act’ ), read with Schedule IV and the Companies (Appointment and Qualification of Directors) Rules, 2014, and Regulation 17 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( ‘Listing Regulations’ ) (including any statutory modification(s) or re-enactment thereof for the time being in force), and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors, the re-appointment of Mr. Shailesh Gala (DIN: 01283286), who was appointed as an Independent Director at the 13[th] Annual General Meeting of the Company held on September 29, 2020, and who holds office up to May 28, 2025 and has submitted a declaration confirming that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and who is eligible for re-appointment as an Independent Director of the Company, not liable to retire by rotation, for the second term of five years commencing from May 29, 2025, up to May 28, 2030, be and is hereby approved.

“RESOLVED FURTHER THAT the Board of Directors of the Company, Chief Financial Officer or Company Secretary of the Company, be and are hereby severally authorized to do all such acts, deeds and things as may considered expedient and necessary in this regard to give effect to this resolution.”

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NOTES:

  1. The Explanatory Statement and reasons for the proposed Special Resolution pursuant to Section 102 and other applicable provisions of the Act read with the Rules, setting out material facts relating to the resolutions mentioned in this Postal Ballot Notice and additional information as required under the Listing Regulations are appended herein below.

  2. In accordance with the MCA Circulars, the Company is sending this Notice only in electronic form to those Members, whose names appear in the Register of Members / List of Beneficial Owners as received from the Depositories, the Company’s Registrar and Transfer Agent (‘RTA’) as on Friday, January 24, 2025 (‘Cut-Off Date’) and whose e-mail addresses are registered with the Company / RTA / Depositories / Depository Participants (in case of electronic shareholding) or who will register their e-mail address in accordance with the process outlined in this Notice. Accordingly, the hard copy of the notice along with the Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot and Members are required to communicate their assent or dissent through the remote e-voting system only.

  3. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date i.e. Friday, January 24, 2025.

  4. Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through postal ballot by remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only.

It is however, clarified that all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company / RTA / Depositories) shall be entitled to vote in relation to the aforementioned Resolutions in accordance with the process specified in this Notice.

  1. In compliance with the provisions of Section 108 and Section 110 of the Act read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI Listing Regulations, SS-2 and the MCA Circulars, the Company is pleased to provide remote e-voting facility to its Members, to enable them to cast their votes electronically. The detailed procedure with respect to remote e-voting is mentioned in note no. 15 of this Notice.

  2. The remote e-voting shall commence on Saturday, February 1, 2025 at 9.00 a.m. (IST) and shall end on Sunday, March 2, 2025 at 5.00 p.m. (IST). During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off Date may cast their vote electronically. The remote e-voting module shall be disabled by Central Depository Services (India) Limited (‘CDSL’) for voting thereafter.

  3. The Board of Directors has appointed Mr. Dharmesh Zaveri (Membership No. FCS 5418, COP No. 4363) of M/s. D. M. Zaveri & Co, Practising Company Secretaries, as the Scrutinizer to scrutinize the postal ballot process in fair and transparent manner.

  4. The Scrutinizer will submit his report to the Chairman, or any other person authorised by the Board/Chairman, after scrutiny of the votes cast, on the result of the Postal Ballot on or before Tuesday, March 4, 2025. The Scrutinizer’s decision on the validity of votes cast will be final.

  5. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.panachedigilife.com and on the website of CDSL www.evotingindia.com immediately after the result is declared by the Chairman or any other person authorized by him, and the same shall be communicated to the Stock Exchanges, where the equity shares of the Company are listed. The results shall also be displayed on the notice board at the Registered Office as well as Corporate Office of the Company.

  6. The Resolution, if passed by the requisite majority through Postal Ballot, will be deemed to have been passed on the last date specified for remote e-voting i.e. Sunday, March 2, 2025.

  7. Members may download the Notice from the Company’s website at www.panachedigilife.com or from CDSL’s website at www.evotingindia.com. A copy of the Notice is also available on the website of NSE at www.nseindia.com

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  1. Once the vote on the Resolution is cast by the members, the members shall not be allowed to change it subsequently.

  2. The vote in this Postal Ballot cannot be exercised through proxy.

  3. Members desirous of inspecting the documents referred to in the Notice or Statement may send their requests until the last day of e-voting to [email protected] from their registered e-mail addresses mentioning their names, folio numbers/DP ID and Client ID.

  4. The instructions for Shareholders for e-voting are as under

  5. (i) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 9th December, 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 above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Pursuant to
securities in
above said SEBI Circular, Login method for e-Voting for Individual shareholders holding
Demat mode CDSL/NSDL is given below:
Type
of
shareholders
Login Method
Individual
Shareholders
holding securities
in Demat mode
with CDSL
Depository
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 e-Voting page without
any further authentication. The users to login to Easi / Easiest are requested to visit
CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab.
2) After successful login the Easi / Easiest user will be able to see the e-Voting option
for eligible companies where the evoting is in progress as per the information provided
by company. On clicking the evoting option, the user will be able to see e-Voting page
of the e-Voting service provider for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting. Additionally, there is also
links provided to access the system of all e-Voting Service Providers, so that the user
can visit the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is available at CDSL
website www.cdslindia.com and click on login & New System Myeasi Tab and then
click on registration option.
4) Alternatively, the user can directly access e-Voting page by providing Demat Account
Number and PAN No. from a e-Voting link available on www.cdslindia.com home
page. The system will authenticate the user by sending OTP on registered Mobile &
Email as recorded in the Demat Account. After successful authentication, user will be
able to see the e-Voting option where the evoting is in progress and also able to
directly access the system of all e-Voting Service Providers.
Individual
Shareholders
holding securities
in demat mode
with
NSDL
Depository
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.
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.

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

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
[email protected] or contact at
toll free no. 1800 22 55 33
Individual Shareholders holding securities in
Demat mode with NSDL
Members facing any technical issue in login can
contact NSDL helpdesk by sending a request at
[email protected] or call at: 022 - 4886 7000
and 022 - 2499 7000
  • (ii) Login method for e-Voting 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) If you are a first-time user follow the steps given 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
OR
•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.

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Date of Birth
(DOB)
•If both the details are not recorded with the depository or company, please
enter the member id / folio number in the Dividend Bank details field.
  • (iii) After entering these details appropriately, click on “SUBMIT” tab.

  • (iv) 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.

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

  • (vi) Click on the EVSN of Panache Digilfie Limited.

  • (vii) 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.

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

  • (ix) 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.

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

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

  • (xii) 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.

  • (xiii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

  • (xiv) 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 [email protected].

  • 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 will be mapped automatically & can be delink in case of any wrong mapping.

  • It is Mandatory that, 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 mandatory 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

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[email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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 (selfattested 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 [email protected] or contact at toll free no. 1800 22 55 33

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 [email protected] or call toll free no. 1800 22 55 33.

By Order of the Board of Directors of Panache Digilife Limited

Date: January 21, 2025 Place: Mumbai

________ Harshil Chheda CS & Compliance officer Membership No.: A62645

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

Item no. 1

Mr. Shailesh Gala was appointed as an Independent Director at the 13[th] Annual General Meeting held on September 29, 2020, for a period of 5 years, effective from May 29, 2020, until May 28, 2025. He is eligible for re-appointment for a second term of 5 years, starting from May 29, 2025, until May 28, 2030.

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors recommended the re-appointment of Mr. Shailesh Gala as an Independent Director of the Company for a second term of five years, from May 29, 2025, until May 28, 2030, not liable to retire by rotation, subject to the approval of the Members.

Mr. Gala has over 30 Years of experience in the field of electronics. He has Completed 2 years of Diploma course in Audio & Video Engineering. He has started his career in VISHA WORLD previously called as VISHA Electronics Corporation in 1995. He has started “UC Micro Systems in 2005” with an intent to serve electronics industry RnD & Production Department. He was instrumental in developing ucFlash – First IC Programming tool which was a revolution for R&D industry 19 years back. He started “LARE – Laboratory for Applied Research in Electronics in 2008” – Hands on Embedded Training Center @ CBD Belapur. He has started new vertical Sensors & Modules in 2014 at VISHA WORLD with 250+ products which has grown exponentially to 1200+ products now.

The NRC taking into consideration the skills, expertise and competencies required for the Board in the context of the business and sectors of the Company and based on the performance evaluation, concluded and recommended to the Board that Mr. Gala’s qualifications and the rich experience of over three decades in the abovementioned areas meets the skills and capabilities required for the role of Independent Director of the Company. The Board is of the opinion that Mr. Gala continues to possess the identified core skills, expertise and competencies fundamental for effective functioning in his role as an Independent Director of the Company and his continued association would be of immense benefit to the Company.

The profile and specific areas of expertise of Mr. Shailesh Gala are provided as an Annexure to this Notice.

Mr. Shailesh Gala has provided a declaration to the Board, stating that he continues to meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 (‘the Act’) and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). He also affirmed that he is not restrained from acting as a Director under any order passed by the Securities and Exchange Board of India or any such authority, and is eligible to be appointed as a Director in terms of Section 164 of the Act. He has also given his consent for such re-appointment. In the opinion of the Board, Mr. Gala is a person of integrity, possesses the relevant expertise/experience, and fulfils the conditions specified in the Act and the Listing Regulations for appointment as an Independent Director, and he is independent of the management. In terms of Regulation 25(8) of Listing Regulations, Mr. Shailesh Gala has confirmed that he is not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties. Furthermore, a declaration has been received from Mr. Shailesh Gala that he has not been debarred from holding the office of a director by virtue of any order passed by SEBI or any other such authority.

Mr. Shailesh Gala has also confirmed that he is in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, with respect to the registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Considering his experience, the Board deems it desirable and in the interest of the Company to continue Mr. Shailesh Gala on the Board, and accordingly recommends the re-appointment of Mr. Shailesh Gala as an Independent Director for a second term of 5 years, as proposed in Resolution no. 1 for approval by the Members as a Special Resolution.

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Additional Information of pursuant to the SEBI Listing Regulations and Secretarial Standard on General Meetings (SS- 2) are provided as annexure to this Notice.

Except Mr. Shailesh Gala being an appointee, none of the Directors, Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution as set out in the Notice.

By Order of the Board of Directors of Panache Digilife Limited

Date: January 21, 2025 Place: Mumbai

Harshil Chheda CS & Compliance officer Membership No.: A62645

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ANNEXURE TO THE NOTICE

ADDITIONAL INFORMATION OF DIRECTOR SEEKING RE - APPOINTMENT PURSUANT TO SEBI LISTING REGULATIONS AND SECRETARIAL STANDARDS ON GENERAL MEETINGS:

Name of the Director Shailesh Gala (DIN: 01283286)
Date of Birth / (Age) December 12, 1972 (52 years)
Qualifications Diploma course in Audio & Video Engineering.
Experience / Brief Profile and expertise in
specific functional area
Mr. Shailesh Premji Gala has over 30 Years of experience in the field
of electronics. He has Completed 2 years of Diploma course in Audio &
Video Engineering. He has started his career in VISHA WORLD
previously called as VISHA Electronics Corporation in 1995. He has
started “UC Micro Systems in 2005” with an intent to serve electronics
industry RnD & Production Department. He was instrumental in
developing ucFlash – First IC Programming tool which was a revolution
for R&D industry 19 years back. He started “LARE – Laboratory for
Applied Research in Electronics in 2008” – Hands on Embedded
Training Center @ CBD Belapur. He has started new vertical Sensors
& Modules in 2014 at VISHA WORLD with 250+ products which has
grown exponentially to 1200+ products now. In 30 years, he has gained
skill sets in Electronics Research & Development and he is an
Innovation enabler with Leadership & Strategy qualities.
He brings many years of well-rounded administrative, practical and
business knowledge and his experience and expertise will be of great
use for the Company.
Skills and capabilities required for the role and
the manner in which proposed person meets
such requirements
Refer the explanatory statement given in item no. 1 of this Notice.
Terms and conditions of appointment or
re-appointment
Re-appointment as an Independent Director for a second consecutive
term commencing from May 29, 2025 till May 28, 2030, not liable to
retire by rotation.
Remuneration last drawn for FY 2023-24 Sitting Fees- Rs. 25000
Remuneration proposed to be paid He shall be paid remuneration by way of sitting fees for attending
meetings of the Board and Committees thereof or for any other purpose
as may be decided by the Board.
Date of 1stAppointment on the Board May 29, 2020
No. of Board Meetings attended during the FY
2024-25
5 out of 5
Shareholding
in
the
Company
including
shareholding as a beneficial owner as on date
of Postal Ballot Notice.
NIL
Relationship with other Directors, Manager &
Key Managerial Personnel
NIL
Directorships held in other companies Panabyte Technologies Limited
Committee Memberships / Chairmanship in
other companies
Panabyte Technologies Limited
Audit Committee - Chairperson
Nomination & Remuneration Committee – Member
Stakeholders Relationship Committee-Chairperson
Listed Entities from which the person has
resigned as Director in past 3 years
NIL
Justification for choosing the appointee for
appointment as Independent Director
As mentioned in the explanatory statement given in item no. 1 of this
Notice.

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