Pix Transmissions Ltd. — AGM Information 2024

Jul 2, 2024

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Date : 02/07/2024

To To

The Corporate Relationship Department, The Manager, Listing Department, BSE Limited, Phiroze Jeejeebhoy Towers, National Stock Exchange of India Limited, Dalal Street, Exchange Plaza , 5[th] Floor , Plot No C/1 Mumbai - 400001. G Block ,Bandra Kurla Complex, Bandra (E) Mumbai 400051

Scrip code : 500333

Sub : Notice of Annual General Meeting to be held on 24[th] July 2024

Dear Sir

Pursuant to regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed copy of Notice related to Annual General Meeting of Shareholders of the Company ,to be held on 24[th] July 2024.

Thanking You

Yours faithfully, For PIX TRANSMISSIONS LTD

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Digitally signed by SHYBU K VARGHESE
DN: c=IN, st=Maharashtra,
2.5.4.20=6cf9d5588852f629d5a13b51e1aca1
7cc183546f96ca5fa064ad7fc6f2058591,
SHYBU K
postalCode=440034, street=Nagpur,
SHYBU VARGHESE pseudonym=a63ec9826dd0f787e824295323
43e4b5,
Company Secretary VARGHESE serialNumber=6e79932747a170f936229f8639b848f132c9393939d70223d560a155abd541
ea, o=Personal, cn=SHYBU K VARGHESE
Date: 2024.07.02 15:21:02 +05'30'
----- End of picture text -----

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NOTICE

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Notice is hereby given that the Forty second Annual General Meeting of PIX TRANSMISSIONS LIMITED will be held on Wednesday 24th July 2024 at the registered office of the company at J-7 , MIDC , Hingna , Road , Nagpur at 09:30 AM to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Statement of Profit and Loss for the Year ended 31st March 2024 and the Balance Sheet as on that date together with the Reports of Directors and Auditors thereon.

2. To declare a dividend on Equity Shares for the Financial Year ended 31st March 2024.

3. To appoint a Director in place of Mr. Rishipal Sethi (DIN: 00129304), who retires by rotation and being eligible offers himself for re-appointment.

4. To appoint a Director in place of Ms. Shirley Paul (DIN: 06918198), who retires by rotation and being eligible offers herself for re-appointment.

SPECIAL BUSINESS

5. To approve re-appointment of Mr. Jose Jacob (DIN 00128988) as non-executive Independent Director for a second and final term of Five years notwithstanding that he has attained the age of 75 years. To consider and if thought fit to pass with or without modification following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and Regulations 16(1)(b) and 17(1A) including any other applicable regulations/provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) and on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Jose Jacob (DIN 00128988), Independent Non-Executive Director of the Company who has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and who is eligible for reappointment, be and is hereby re-appointed as an Independent Non-Executive Director of the Company to hold office for second and final term of five consecutive years with effect from 24th July, 2024 to 23rd July , 2029 , notwithstanding that he has attained the age of 75 years and whose office shall not be liable to retire by rotation.”

“RESOLVED FURTHER THAT the Board of Directors (which term shall, unless repugnant to the context or meaning thereof, be deemed to include a duly authorised ‘Committee’ thereof) or the Company Secretary of the Company be and are hereby severally authorised to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to above resolution.”

6. To approve Appointment of Mr. Suresh Bandi (DIN 00516274) as non-executive Independent Director not withstanding that he has attained the age of 75 years.

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and Regulations 16(1)(b) and 17(1A) including any other applicable regulations/provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) and on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Suresh Bandi (DIN 00516274) who was appointed as an Additional Director of the Company

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Annual Report 2023-24 I PIX TRANSMISSIONS LIMITED

NOTICE

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with effect from 28th June 2024 to hold office up to the date of AGM and who has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015( as amended from time to time) , be and is hereby appointed as an Independent Non-Executive Director of the Company to hold office for a term up to five consecutive years commencing from 18th September, 2024 not withstanding that he has attained the age of 75 years and whose office shall not be liable to retire by rotation.”

“RESOLVED FURTHER THAT the Board of Directors (which term shall, unless repugnant to the context or meaning thereof, be deemed to include a duly authorised ‘Committee’ thereof) or the Company Secretary of the Company be and are hereby severally authorised to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to above resolution.”

7. To approve Appointment of Mr. Sandeep Prajapati (DIN 10683594) as non-executive Independent Director.

To consider and if thought fit to pass with or without modification following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and Regulations 16(1)(b) and 17(1A) including any other applicable regulations/provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) and on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Sandeep Prajapati (DIN 10683594) who was appointed as an Additional Director of the Company with effect from 28th June 2024 to hold office up to the date of AGM and who has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015( as amended from time to time) , be and is hereby appointed as an Independent Non-Executive Director of the Company to hold office for a term up to five consecutive years commencing from 18th September, 2024 and whose office shall not be liable to retire by rotation.”

“RESOLVED FURTHER THAT the Board of Directors (which term shall, unless repugnant to the context or meaning thereof, be deemed to include a duly authorised ‘Committee’ thereof) or the Company Secretary of the Company be and are hereby severally authorised to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to above resolution.”

8. To approve A ppointment of Mr. Mohammed Husain Azad (DIN 10674191) as non-executive Independent Director notwithstanding that he has attained the age of 75 years.

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

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Act and Regulations 16(1)(b) and 17(1A) including any other applicable regulations/provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force) and on the recommendation of the Nomination and Remuneration Committee and approval of the Board of

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NOTICE

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Directors, Mr. Mohammed Husain Azad (DIN 10674191) who was appointed as an Additional Director of the Company with effect from 28th June 2024 to hold office up to the date of AGM and who has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015( as amended from time to time) , be and is hereby appointed as an Independent Non-Executive Director of the Company to hold office for a term up to five consecutive years commencing from 20th September , 2024, notwithstanding that he has attained the age of 75 years and whose office shall not be liable to retire by rotation.”

“RESOLVED FURTHER THAT the Board of Directors (which term shall, unless repugnant to the context or meaning thereof, be deemed to include a duly authorised ‘Committee’ thereof) or the Company Secretary of the Company be and are hereby severally authorised to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to above resolution.”

9. To ratify remuneration of Cost Auditor for the F.Y. 2024-25

To consider, and if thought fit, to pass, the following Resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provision of Section 148 and other applicable provisions, if any of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including statutory modification(s) or re-enactment thereof, for the time being in force) M/S Manisha & Co, Cost Accountants, Nagpur, the cost auditors appointed by the Board of Directors of the company, to conduct the audit of the cost records of the company for the financial year ending 31st March, 2025 be paid remuneration of Rs 75,000/- ( Rupees Seventy Five Thousand only) plus applicable taxes and reimbursement of out of pocket expenses incurred by them during the course of audit.

For and on behalf of the Board of Directors

Place: Mumbai Date: 28/06/2024

Amarpal Sethi Chairman and Managing Director

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ANNEXURE TO NOTICE

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ANNEXURE TO NOTICE

1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting out material facts concerning the business under Item Nos. 5 to 9 of the Notice, is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

Pursuant to the provisions of Section 105 of the Companies Act, 2013, a person can act as a proxy on behalf of not more than fifty members and holding in aggregate not more than ten percent of the total Share Capital of the Company. Members holding more than ten percent of the total Share Capital of the Company may appoint a single person as proxy, who shall not act as a proxy for any other Member. The instrument of Proxy, in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not later than 48 hours before the commencement of the meeting. A Proxy Form is annexed to this Report. Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appropriate resolution/authority, as applicable.

1. Register of Members and the transfer books of the Company will remain closed from Wednesday 17th July 2024 to Wednesday 24th July 2024 (both days inclusive).

2. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with relevant Rules made there under, Companies can serve Annual Reports and other communications through electronic mode to those Members who have registered their e-mail address either with the Company or with the Depository. Members holding shares in physical form and who have not registered their e-mail address are requested to register on https://linkintime.co.in/emailreg/email_register.html or write to M/s. Link Intime India Private Ltd , the registrar and share transfer agent of the Company. Members holding shares in Demat form are requested to register their e-mail address with their Depository participant(s) only. In view of Ministry of Corporate Affairs(MCA) circular dated 25th September 2023 and Securities and Exchange Board of India (SEBI) circular dated 7th October 2023, providing relaxation from sending hard copy of annual report to the shareholders who have not registered their e-mail address, the notice of the AGM along with the Annual Report 2023-24 is being sent through electronic mode to those members whose e-mail addresses are registered with the company/Depositories.

3. The Notice of AGM along with Annual Report for the financial year 2023-24, is available on the website of the Company at www.pixtrans.com , on the website of Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited(NSE) and on the website of NSDL.

4. Pursuant to Section 124 of the Companies Act, 2013 the unpaid dividends that are due for transfer to Investor Education and Protection Fund are as follows:

Type	Date of Declaration	For the year ended	Due for transfer
Final	27/09/2017	2016-17	02/12/2024
Final	19/09/2018	2017-18	23/11/2025
Final	24/07/2019	2018-19	28/09/2026
Final	30/09/2020	2019-20	06/11/2027
Final	18/08/2021	2020-21	22/10/2028
Final	20/07/2022	2021-22	24/09/2029
Final	19/07/2023	2022-23	23/09/2030

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ANNEXURE TO NOTICE

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Members are requested to note that, dividends remaining unclaimed for a consecutive period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (IEPF). The shares in respect of such unclaimed dividends are also liable to be transferred to the Demat account of the IEPF Authority. In view of this, members are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form No. IEPF-5 available on www.iepf.gov.in.

1. Pursuant to the provisions of Investor Education and Protection Fund (uploading of information regarding unpaid and unclaimed amount lying with companies) Rules 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31/03/2023 on the website of the Company (www.pixtrans.com), as also on the website of the Ministry of Corporate Affairs.

2. The Members, whose names appear in the Register of Members/list of Beneficial Owners as on Tuesday, 16th July 2024 i.e. the date prior to the commencement of book closure, being the cut-off date will be paid the Final Dividend for the financial year ended 31st March, 2024, as recommended by the Board, if approved at the AGM.

3. Members holding shares in Demat form are hereby informed that bank particulars registered with their respective Depository Participant(s), with whom they maintain their Demat accounts; will be used by the Company for payment of dividend. The Company or its Registrar cannot act on any request received directly from the Members holding shares in Demat form for any change in bank particulars. Members holding shares in Demat form are requested to intimate any change in their address and/or bank mandate to their Depository Participants immediately.

4. Pursuant to Finance Act 2020, dividend income is taxable in the hands of shareholders w.e.f. April 1, 2020. Accordingly, the Company shall be liable to deduct withholding tax (‘TDS’) as per the rates applicable to each category of shareholders. However, no tax shall be deducted on the dividend payable to resident Individuals if the total dividend to be received by them during any financial year does not exceed Rs. 5,000. The Company has provided the facility to the shareholders (liable to pay tax) to apply to the Company for non-deduction of TDS or deduction of TDS at a lower rate by providing the necessary documents to the Company. The Company will send a separate e-mail communication , informing the Members regarding the relevant procedure to be adopted by the Members to avail the non-deduction of TDS or deduction of TDS at a lower rate as per the Income Tax Act, 1961.

5. Pursuant to Section 108 of the Companies Act, 2013, read with the relevant Rules of the Act, the Company is pleased to provide the facility of remote e-voting to Members to exercise their right to vote by electronic means. The Members, whose names appear in the Register of Members/list of Beneficial Owners as on Tuesday 16th July 2024 i.e. the date prior to the commencement of book closure, being the cut-off date , are entitled to vote on the Resolutions set forth in this Notice. The e-voting period will commence at 9.00 a.m. on Sunday 21st July 2024 and will end at 5.00 p.m. on Tuesday 23rd July 2024. The Members desiring to vote through electronic mode may refer to the detailed procedure on e-voting given hereinafter.

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ANNEXURE TO NOTICE

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1. The facility of Voting through Ballot paper at meeting is also provided to those members, who have not exercised their voting right through electronic means.

2. The members who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

3. The Board of Directors has appointed Mr. Sahib Chauhan (Membership No. 146408) practicing Chartered Accountant as the Scrutinizer to scrutinize the voting during the AGM and remote e-voting process in a fair and transparent manner.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

The remote e-voting period begins on Sunday 21st July 2024 at 09:00 A.M. and ends on Tuesday 23rd July 2024 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Tuesday 16th July 2024 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 16th July 2024.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

• Login method for Individual shareholders holding securities in demat mode is given on the next page.

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Type of Shareholders

Individual Shareholders holding securities in demat mode with NSDL.

Login Method

1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” icon un-der “Login” which is available under ‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value add-ed 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 i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Se-lect “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’ sec-tion. 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 Veri-fication Code as shown on the screen. After successful authentication, you will be redirected to NSDL De-pository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

4. Shareholders/Members can also download NSDL Mo-bile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

NSDL Mobile App is available on

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Individual Shareholders holding securities in demat mode with CDSL

1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e- Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi.

2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links of e-Voting service provider i.e. NSDL . Click on NSDL to cast your vote.

3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

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ANNEXURE TO NOTICE

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Type of Shareholders	Login Method
Individual Shareholders	4. Alternatively, the user can directly access e-Voting page by providing
holding securities in	demat Account Number and PAN No. from a link in www.cdslindia.com
demat mode with CDSL	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 provided links for the respective
	ESP i.e.NSDLwhere the e-Voting is in progress.
Individual Shareholders	You can also login using the login credentials of your demat account
(holding securities in	through your Depository Participant registered with NSDL/CDSL for e-
demat mode) login	Voting facility. upon logging in, you will be able to see e-Voting option.
through their depository	Click on e-Voting option, you will be redirected to NSDL/CDSL
participants	Depository site after successful authentication, wherein you can see e-
	Voting feature. Click on company name or e-Voting service provider i.e.
	NSDL and you will be redirected to e-Voting website of NSDL for casting
	your vote during the remote e-Voting period

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

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

Login type		Helpdesk details
Individual Shareholders	Members facing any	technical issue in login can contact NSDL helpdesk by
holding securities in	sending a request at	or call at no.: evoting@nsdl.co.in	022-48867000 and
demat mode with NSDL	022-24997000
Individual Shareholders	Members facing any	technical issue in login can contact CDSL helpdesk by
holding securities in	sending a request at	helpdesk.evoting@cdslindia.com	or contact at toll free
demat mode with CDSL	no. 1800 2255 33

B) Login Method for e-Voting shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given on the next page :

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Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is
a) For Members who hold shares in	8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL.
	For example if your DP ID is IN300*** and Client ID is
	12** then your user ID is IN30012*
b) For Members who hold shares in	16 Digit Beneficiary ID
demat account with CDSL.	For example if your Beneficiary ID is 12**
	then your user ID is 12**
c) For Members holding shares in	EVEN Number followed by Folio Number registered with
Physical Form	the company
	For example if folio number is 001*** and EVEN is 101456
	then user ID is 101456001***

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

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

   • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

5. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

6. a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

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

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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

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

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

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

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Step 2: Cast your vote electronically on NSDL e-Voting system.

How to cast your vote electronically on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period Now you are ready for e-Voting as the Voting page opens.

3. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

4. Upon confirmation, the message “Vote cast successfully” will be displayed.

5. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

6. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to sahibchauhan@gmail.com with a copy marked to evoting@nsdl.co.in.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e- voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on 022-48867000 and 022-24997000 or send a request to Mr. Sagar Gudhate at evoting@nsdl.co.in

Process for those shareholders whose email ids are not registered with the depositories/ company for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

• i. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to co-secretary@pixtrans.com

• ii. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to to cosecretary@pixtrans.com. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual share-holders holding securities in demat mode.

• iii. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for pro-curing user id and password for e-voting by providing above mentioned documents.

• iv. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

• Members holding shares in physical form are requested to intimate any change of address and/or bank mandate to M/s. Link Intime India Private Limited the registrar and share transfer agent of the Company immediately.

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1. Link Intime India Pvt Ltd, our registrar and share transfer agent , has developed a secure user friendly web based application called SWAYAM , that empowers shareholders to effortlessly access various services. We request you to get registered and have first-hand experience of the portal. The application can be accessed at https://swayam.linkintime.co.in

2. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company or e-mail at cosecretary@pixtrans.com at least one week in advance before the meeting , so as to enable the management to keep the information ready.

3. The route map showing directions to reach the venue of the Forty second AGM is annexed with attendance slip.

4. The results declared along with the Scrutinizer’s Report shall be placed on the website of the Company www.pixtrans.com and on the website of NSDL www.evotingindia.com immediately. The results will also be communicated to National Stock Exchange of India Ltd (NSE) and BSE Lmited, where the shares of the Company are listed.

5. Additional information on directors recommended for appointment/ re-appointment as required under Regulation 36 of the SEBI (LODR) Regulation, 2015

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Sr.	**No. **	Name of Director	Mr. Jose Jacob	Mr. Suresh Bandi	Mr. Sandeep Prajapati	Mr. Mohammed Husain Azad	Mr. Rishipal Sethi	Ms. Shirley Paul
1		DIN	00128988	00516274	10683594	10614191	00129304	06918198
2			Mr. Jose Jacob,	Mr. Suresh	Mr. Sandeep	Mr.	Mr. Rishipal	Ms Shirley Paul
			aged 75 years	Bandi aged 75	Umashankar	Mohammed	Sethi, B.Sc	age 68 is M.A.
			is B.Sc in	years is a	Prajapati aged	Husain Azad	(Electrical	in Economics ,
			Chemistry by	qualified	35 years is a	aged 75 years	Engineering)	she has more
			qualification.	chartered	qualified	is a commerce	from an Ivy	than 32 years
			He is into	Accountant	Chartered	graduate from	League	experience in
			business and	from Institute	Accountant	University of	University in	the company
			successfully	of Chartered	from Institute	Mumbai and	the US, aged	and is
			running his	Accountants of	of Chartered	working as	51, with over	responsible for
			family owned	India (ICAI)	Accountants of	consultant in	29 years work	business
			business since	practicing in	India (ICAI) ,	Accounting	experience has	development
			1974. His	the areas of	working in the	Finance,	been	in domestic
			leadership and	Statutory, Tax	areas of	Taxation and	instrumental in	and export
			planning skills	Audit and GST	accounting,	Corporate	establishing	markets. Her
			adds value and	Audit, and	audit and	Affairs since	and running	long standing
			enriched point	provides	taxations of	last 15 years.	the overseas	experience in
			of view during	consultancy in	companies,		ventures of	v-belt industry
		Brief Resume	Board	the accounting	LLPs,	Before starting	PIX. He	is useful to the
		of the Director	discussions	finance having	Partnerships	consultancy,	continues to	company in
			and decision	clients of	and	He had	contribute to	achieving the
			making.	diverse	individuals.	provided	the Company	targeted sales
				businesses and		around 35	by overseeing	and
				industries.	He is also	years of	Sales and	profitability.
				He is also a	qualified	service to Pix	Marketing in
				commerce and	Company	Transmissions	key Export
				law graduate	Secretary of	Ltd and retired	markets, as
				from	Institute of	as Assistant	well as
				University of	Company	General	establishing
				Mumbai and	Secretaries of	Manager	and sustaining
				advise	India and	Accounts and	best practices
				companies,	having	Finance in the	across
				societies and	graduate	year 2012	functions in
				charity	degree in law		the PIX group
				organization of	post graduate		of Companies.
				all accounting	in commerce
				and legal	from
				matters.	University of
				Mr. Suresh	Mumbai.
				Bandi has	Mr. Sandeep
				more than 50	Prajapati has 3
				years of vast	years of
				and varied	experience of
				experience in	working as
				Audit,	Chartered
				Accounting	Accountant in
				and Finance.	areas of
					Accounting,
					Audit and
					taxation.
3		Expertise in	Administration	Statutory	Account and	Accounting ,	Sales & HR	Sales &
		specific	& Compliance	Financial audit,	finance,	Finance,		Business
		functional area		Tax audit,	auditing and	Taxation and		Development
				Accounting	handling of	Corporate
				and finance,	taxation	Affairs
				compliance	matters of the
				and due	bodies
				diligence	corporate, LLP,
					partnerships
					and
					individuals.
4		Shareholding	NIL	400 equity	79 equity	Nil	1176412	190273 equity
		in the		shares	shares		equity shares	shares
		Company
		(including
		shareholding
		as a beneficial
		owner)

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Sr.	**No. **	Name of Director	Mr. Jose Jacob	Mr. Suresh Bandi	Mr. Sandeep Prajapati	Mr. Mohammed Husain Azad	Mr. Rishipal Sethi	Ms. Shirley Paul
5		Directorships	Nil	1. Vasant	Nil	Nil	Nil	Nil
		held in other		Investment
		bodies		Corporation
		corporate as		Ltd
		at date of this		2. Colaba land
		notice.		and Mills Pvt.
				Ltd
6		Membership	Nil	Nil	Nil	Nil	Nil	Nil
		/
		Chairmanships
		of committees
		of other
		companies as
		at date of this
		notice.
7		Inter se	Mr. Jose Jacob	Mr. Suresh	Mr. Sandeep	Mr.	Mr. Rishipal	Ms. Shirley
		relationship	is not related	Bandi is not	Prajapati is	Mohammed	Sethi is	Paul is relative
		with other	to any Director	related to any	not related to	Husain Azad is	relative of Mr.	of Mr. Joe
		Directors and		Director	any Director	not related to	Sukhpal Singh	Paul, who is
		Key				any Director	Sethi, Mr.	Whole Time
		Managerial					Amarpal Sethi,	Director of the
		Personnel					Mr. Sonepal	Company
							Sethi and
							Mr.Karanpal
							Sethi, who are
							Whole Time
							Directors of
							the Company.

EXPLANATORY STATEMENT IN PURSUANCE TO THE PROVISION OF SECTION 102 OF THE COMPANIES ACT 2013

The following explanatory statement sets out all material facts relating to various business including special business of the accompanying notice of the Annual General Meeting to be held on 24th July 2024.

ITEM NO. 5 RE-APPOINTMENT OF Mr. JOSE JACOB (DIN NO. 00128988) AS INDEPENDENT DIRECTOR FOR SECOND FIVE YEAR TERM NOTWITHSTANDING THAT HE HAS ATTAINED THE AGE OF 75 YEARS :

Mr. Jose Jacob (DIN 00128988) was appointed as a Non-Executive Independent Director of the Company in terms of Section 149, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (‘the Act’) for a period of five years effective from July 24, 2019 to July 23, 2024 by the Members of the Company at the 37th Annual General Meeting held on July 24, 2019.

As per Section 149(10) of the Act, an Independent Director shall hold office for a term of up to five consecutive years on the Board of a Company, but shall be eligible for re-appointment on passing a special resolution by the Company for another term of five consecutive years.

In accordance with Regulation 17 (1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”) no listed entity shall appoint a person or continue the Directorship of any person as a Non-Executive Director who has attained the age of seventy-five years unless a special resolution is passed to that effect.

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Based on recommendation of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and Regulations 16 and 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Jose Jacob, being eligible for re-appointment as an Independent Director and offering himself for reappointment, is proposed to be re-appointed as an Independent Director for second term of five consecutive years from 24th July, 2024 to 23rd July, 2029. ,notwithstanding that he has attained the age of 75 years.

The Company has received declaration from him stating that he meets the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. He has also given his consent to continue to act as Director of the Company, if so appointed by the members.

Considering the vast knowledge, acumen, expertise and performance of Mr. Jose Jacob, the Board of Directors is of the opinion that his continued association would be of immense benefit to the Company. He is also a member of Audit Committee , Stakeholders Relationship Committee and Nomination & Remuneration Committee of the Board and has been providing immense guidance and suggestions to the Board.

Accordingly, the Board recommends passing of the Special Resolution in relation to re-appointment of Mr. Jose Jacob as an Independent Director for another term of five consecutive years with effect from 24th July, 2024 to 23rd July, 2029, notwithstanding that he has attained the age of 75 years , for approval by the shareholders of the Company.

Except Mr. Jose Jacob being a Director, none of other Directors/Key Managerial personnel and their relatives are in any way concerned or interested in this resolution.

ITEM NO. 6 APPOINTMENT OF Mr. SURESH BANDI (DIN NO. 00516274) AS INDEPENDENT DIRECTOR NOT WITHSTANDING THAT HE HAS ATTAINED THE AGE OF 75 YEARS :

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, appointed Mr. Suresh Bandi (DIN No. 00516274) as an Additional Director designated as Independent Director of the Company, with effect from June 28, 2024, subject to the approval of Members and any other approval as may be required from time to time.

Pursuant to amendment (effective from 1st January 2022) to Regulation 17(1C) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Mr. Suresh Bandi (DIN No. 00516274) shall hold office up to the date of next Annual General Meeting or for a period of three months from the date of appointment, whichever is earlier.

In accordance with Regulation 17 (1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”) no listed entity shall appoint a person or continue the Directorship of any person as a Non-Executive Director who has attained the age of seventy-five years unless a special resolution is passed to that effect.

The Company has received declaration from him stating that he meets the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation16(1)(b) of the

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SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. He has also given his consent to continue to act as Director of the Company, if so appointed by the members.He is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013, as amended from time to time. In the opinion of the Board, Suresh Bandi (DIN 00516274), fulfils the conditions specified in the Companies Act, 2013, rules made there under and Listing Regulations for appointment as an Independent Director and he is independent of management, considering the vast knowledge and expertise of Mr. Suresh Bandi (DIN 00516274), the Board recommends his appointment as an Independent Director for first term of five (5) consecutive years effective from 18th September, 2024.

A copy of the draft Letter of Appointment for Independent Directors is available for inspection through electronic mode, basis the request being sent on cosecretary@pixtrans.com .

Brief profile of Mr. Suresh Bandi (DIN 00516274) is provided as under.

Particulars	Details
Name	Mr. Suresh Bandi
DIN	00516274
Educational qualification & Experience.	Chartered Accountant from Institute of
	Chartered Accountants of India (ICAI)
Directorship held in other Companies	1. Vasant Investment Corporation Ltd
	2. Colaba land and Mills Pvt. Ltd
Membership/chairmanship of committee in	Nil
other companies
No. of Shares held in the company	400 equity shares
Disclosure of Relationship between directors	Not applicable
inter-se
Skills and Capabilities required for the role	Mr. Suresh Bandi has necessary skills in the
and the manner in which such requirements	areas of Finance , Accounting and
are met.	Compliance.

Except , Mr. Suresh Bandi (DIN 00516274) being an appointee, none of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the resolution as set out in the Notice.

The Board of Directors based on the recommendations of the Nomination and remuneration Committee considers the appointment of Mr. Suresh Bandi (DIN 00516274), as an Independent Director in the interest of the Company and recommends the Special Resolution as set out in the Notice for approval of Members.

ITEM NO. 7 APPOINTMENT OF Mr. SANDEEP PRAJAPATI (DIN 10683594) AS INDEPENDENT DIRECTOR

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, appointed Mr. Sandeep Prajapati (DIN 10683594) as an Additional Director designated as Independent Director of the Company, with effect from June 28, 2024, subject to the approval of Members and any other approval as may be required from time to time.

Pursuant to amendment (effective from 1st January 2022) to Regulation 17(1C) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Mr. Sandeep Prajapati (DIN 10683594) shall hold office upto the date of next Annual General Meeting or for a period of three months from the date of appointment, whichever is earlier.

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The Company has received declaration from him stating that he meets the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. He has also given his consent to continue to act as Director of the Company, if so appointed by the members. He is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013, as amended from time to time.

In the opinion of the Board, Mr. Sandeep Prajapati (DIN 10683594), fulfils the conditions specified in the Companies Act, 2013, rules made there under and Listing Regulations for appointment as an Independent Director and he is independent of management, considering the vast knowledge and expertise of Mr. Sandeep Prajapati (DIN 10683594), the Board recommends his appointment as an Independent Director for first term of five (5) consecutive years effective from 18th September, 2024.

A copy of the draft Letter of Appointment for Independent Directors is available for inspection through electronic mode, basis the request being sent on cosecretary@pixtrans.com . Brief profile of Mr. Sandeep Prajapati (DIN 10683594) is provided as under :

Particulars	Details
Name	Mr. Sandeep Prajapati
DIN	10683594
Educational qualification & Experience.	Chartered Accountant from Institute of
	Chartered Accountants of India (ICAI)
Directorship held in other Companies	Nil
Membership/chairmanship of committee in	Nil
other companies
No. of Shares held in the company	Nil
Disclosure of Relationship between directors	Not applicable
inter-se
Skills and Capabilities required for the role	Mr. Sandeep Prajapati has necessary skills in
and the manner in which such requirements	the areas of Finance , Accounting and
are met.	Compliance.

Except , Mr. Sandeep Prajapati (DIN 10683594) being an appointee, none of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the resolution as set out in the Notice.

The Board of Directors based on the recommendations of the Nomination and remuneration Committee considers the appointment of Mr. Sandeep Prajapati as an Independent Director in the interest of the Company and recommends the Ordinary Resolution as set out in the Notice for approval of Members.

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ITEM NO. 8 APPOINTMENT OF Mr. MOHAMMED HUSAIN AZAD (DIN 10674191) AS INDEPENDENT DIRECTOR

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, appointed Mr. Mohammed Husain Azad (DIN 10674191) as an Additional Director designated as Independent Director of the Company, with effect from June 28, 2024, subject to the approval of Members and any other approval as may be required from time to time.

Pursuant to amendment (effective from 1st January 2022) to Regulation 17(1C) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Mr. Mohammed Husain Azad (DIN 10674191) shall hold office up to the date of next Annual General Meeting or for a period of three months from the date of appointment, whichever is earlier.

In accordance with Regulation 17 (1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI Listing Regulations”) no listed entity shall appoint a person or continue the Directorship of any person as a Non-Executive Director who has attained the age of seventy-five years unless a special resolution is passed to that effect.

The Company has received declaration from him stating that he meets the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. He has also given his consent to continue to act as Director of the Company, if so appointed by the members. He is not disqualified from being appointed as Director in terms of Section 164 of the Companies Act, 2013, as amended from time to time.

In the opinion of the Board, Mr. Mohammed Husain Azad (DIN 10674191) fulfils the conditions specified in the Companies Act, 2013, rules made there under and Listing Regulations for appointment as an Independent Director and he is independent of management, considering the vast knowledge and expertise of Mr. Mohammed Husain Azad (DIN 10674191) the Board recommends his appointment as an Independent Director for first term of five (5) consecutive years effective from 20th September, 2024.

A copy of the draft Letter of Appointment for Independent Directors is available for inspection through electronic mode, basis the request being sent on cosecretary@pixtrans.com .

Brief profile of Mr. Mohammed Husain Azad (DIN 10674191) is provided as under :

Particulars	Details
Name	Mr. Mohammed Hussain Azad
DIN	10614191
Educational qualification & Experience.	Commerce graduate from University of
	Mumbai
Directorship held in other Companies	Nil
Membership/chairmanship of committee in	Nil
other companies
No. of Shares held in the company	79 equity shares
Disclosure of Relationship between directors	Not applicable
inter-se
Skills and Capabilities required for the role	Mr. Mohammed Hussain Azad has necessary
and the manner in which such requirements	skills in the areas of Accounting and
are met.	Compliance

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Except , Mr. Mohammed Husain Azad (DIN 10674191) being an appointee, none of the Directors or Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise, in the resolution as set out in the Notice.

The Board of Directors based on the recommendations of the Nomination and remuneration Committee considers the appointment of Mr. Mohammed Husain Azad (DIN 10674191) as an Independent Director in the interest of the Company and recommends the Special Resolution as set out in the Notice for approval of Members.

ITEM NO. 9 : Remuneration of Cost Auditors :

The Board of Directors at its meeting held on 28th June 2024, on recommendation of the Audit Committee, has approved the appointment of M/s Manisha & Co, Cost Accountants, Nagpur, to conduct the audit of the cost records maintained by the company for the financial year 2024-25 at a remuneration of Rs 75,000/(Rupees Seventy Five Thousand only) plus applicable taxes and reimbursement of out of pocket expenses incurred by them during the course of audit.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the cost Auditors has to be ratified by the members of the company.

Accordingly, consent of the members is sought for passing an ordinary resolution as set out in item no 9 of the Notice for ratification of the remuneration payable to the Cost Auditors for the financial year 2024-25.

For and on behalf of the Board of Directors

Place:Mumbai Date: 28/06/2024

Amarpal Sethi Chairman and Managing Director

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