Pix Transmissions Ltd. — Proxy Solicitation & Information Statement 2022

Dec 20, 2022

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Date : 20/12/2022

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 NSE SYMBOL : PIXTRANS , SERIES : EQ

Sub : Submission of Postal Ballot Notice

Dear Sir/Madam

This in continuation of our letter dated 13/12/2022 , informing you about Board Meeting outcome regarding appointment of Independent Director through Postal Ballot .

In this regard, please find enclosed Postal Ballot Notice for your records.

Thanking You

Yours faithfully, For PIX TRANSMISSIONS LTD

SHYBU K VARGHESE 76, SHYBU VARGHESE Company Secretary

Digitally signed by SHYBU K VARGHESE DN: c=IN, o=Personal, postalCode=440034, st=Maharashtra, 2.5.4.20=6cf9d5588852f629d5a13b51e1aca17cc183546f96ca5 fa064ad7fc6f2058591, pseudonym=072A614FAD66E959053AADC7A0E992510663B7 76, serialNumber=6E79932747A170F936229F8639B848F132C939 3939D70223D560A155ABD541EA, cn=SHYBU K VARGHESE Date: 2022.12.20 17:21:17 +05'30'

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PIX Transmissions Limited J-7, M.I.D.C., Hingna Road, Nagpur - 440 016 Maharashtra. India Tel.: +91-(0)-7104-669000. E-mail: info@pixtrans.com Website: www.pixtrans.com CIN No.: L25192MH1981PLC024837

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NOTICE OF POSTAL BALLOT

Dear Member(s),

NOTICE is hereby given pursuant to Section 110, 108 of the Companies Act, 2013 (“the Act”) and other applicable provisions, if any, of the Act read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) and other applicable Rules made thereunder as amended from time to time, read with the Circular No. 14/2020 dated 8th April 2020, Circular No. 17/2020 dated 13th April, 2020 , Circular No 22/2020 dated 15th June , 2020 , Circular No. 33/2020 dated 28th September, 2020, Circular No 39/2020 dated 31st December 2020, Circular No 10/2021 dated 23rd June, 2021, Circular No 20/2021 dated 8th December, 2021 and Circular No 3/2022 dated 5th May, 2022 issued by the Ministry of Corporate Affairs (“MCA”) (hereinafter collectively referred to as “MCA Circulars”), Secretarial Standards - II (“SS-II”) and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), that the resolution appended below for seeking approval for the appointment of Dr. Abhilasha Hattangdi [DIN: 09782680] , as an Independent Woman Director of the Company, proposed to be passed as a Special Resolution by the Members of Pix Transmissions Limited (“Company”) through Postal Ballot only by voting through electronic means (“remote e-voting”).

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories and no physical Postal Ballot Forms will be dispatched. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice, login ID and password for remote e-voting. The communication of the assent or dissent of the Members would only take place through the remote e-voting system.

An explanatory statement pursuant to Section 102 of the Act and other applicable provisions of the Act, pertaining to the resolution setting out the material facts and reasons thereof, is appended to this Notice. Pursuant to Rule 22(5) of the Rules, the Board of Directors of your Company at its Meeting held on 13th December 2022 has appointed Mr. Sahib Chauhan , Practicing Chartered Accountant, (Membership No. 146408) as the Scrutinizer for conducting the Postal Ballot through remote e-voting process in a fair and transparent manner.

E-Voting

In accordance with the provisions of Section 110 of the Act, read with the applicable rules and Regulation 44 of the Listing Regulations we are pleased to offer an e-voting facility for our Members which would enable you to cast your votes electronically.

The Company has engaged the services of National Securities Depository Limited(“NSDL”) for the purpose of providing an e-voting facility to all its Members. Please read carefully and follow the instructions on e-voting mentioned in this Postal Ballot Notice.

The remote e-voting period begins on Thursday, 22nd ,December 2022 (9:00 A.M. I.S.T) and ends on Friday, 20th January, 2023 (5:00 P.M. I.S.T).

Upon completion of the scrutiny of the votes cast through e-voting, the Scrutinizer will submit his report to the Chairman or any other person authorized by the Board. The result of the Postal Ballot/e-voting will be declared within 2 working days from the conclusion of the remote e-voting. The said results declared along with the Scrutinizer’s Report would be intimated to BSE & NSE, where the equity shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website www.pixtrans.com and the website of NSDL www.evoting.nsdl.com.

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SPECIAL BUSINESS:

To approve appointment of Dr. Abhilasha Hattangdi [DIN: 09782680] as an Independent Woman Director of the Company for a period of five years.

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, 150 and 152 and other applicable provisions, if any, of the Companies Act, 2013 (‘the Act’), and the Rules made thereunder, read with Schedule IV of the Act and Regulation 17 and other applicable provisions 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), Dr. Abhilasha Hattangdi [DIN: 09782680], who was appointed by Board of Directors as an Additional Director of the Company with effect from 11th November, 2022 in terms of Section 161 of the Act and Article 89 of the Articles of Association of the Company and who is eligible for appointment as an Independent Director, be and is hereby appointed as an Independent Woman Director of the Company to hold office for a first term of upto 5 (five) consecutive years with effect from 11th November, 2022 to 10th November, 2027.”

“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.”

For and on behalf of the Board of Directors

Amarpal Sethi Chairman & Managing Director

Place : Mumbai Date : 13th December , 2022

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NOTES:

1. The Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Companies Act, 2013 (“the Act”) read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”) stating material facts and reasons for the proposed resolution is annexed hereto. A copy of the Notice along with all annexures is also available on the website of the Company viz. www.pixtrans.com.

2. In compliance with the Circular No. 14/2020 dated 8th April, 2020, Circular No. 17/2020 dated 13th April, 2020 , Circular No 22/2020 dated 15th June 2020, Circular No. 33/2020 dated 28th September, 2020 , Circular No 39/2020 dated 31st December 2020, Circular No 10/2021 dated 23rd June , 2021 , Circular No 20/2021 dated 8th December 2021 and Circular No 3/2022 dated 5th May 2022 issued by the Ministry of Corporate Affairs (“MCA”) hereinafter collectively referred to as (“MCA Circulars”), this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories.

3. 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.

4. Members whose names appear on the Register of Members / List of Beneficial Owners as on Friday, December 16, 2022 will be considered for the purpose of voting.

5. The voting rights of Members shall be in proportion to their share of the paid-up equity share capital of the Company as on Friday, December 16, 2022.

6. All the material documents referred to in the explanatory statement will be available for inspection electronically until the last date for receipt of votes through the e-voting process. Members seeking to inspect such documents can send an email to cosecretary@pixtrans.com

7. The resolution, if approved, shall be deemed to have been passed on the last date of voting, i.e. 20th January , 2023.

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

The remote e-voting period begins on Thursday 22nd December 2022 at 09:00 A.M. and ends on Friday 20th January 2023 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 cut-off date i.e. Friday 16th December 2022 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 December 2022.

- 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:

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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 below:

Type of Shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. Existing IDeAS user can visit the e-Services website of NSDL Viz. either on a https://eservices.nsdl.com Personal Computer or on a mobile. On the e-Services home page click on the“Beneficial Owner”icon under“Login”which is available under‘IDeAS’ section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are 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/IdeasDirect Reg.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

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Type of Shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand 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 Mobile App“NSDL Speede”facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	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 Easi / Easiest are requested to visit CDSL website www.cdslindia.comand click on login icon & New System Myeasi Tab and then user your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. 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.comand click on login & New System Myeasi Tab and then click on registration option.

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

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	Help desk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

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

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

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

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

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

4. 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.

5. Your User ID details are given below :

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

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

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

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• 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.

c) How to retrieve your ‘initial password’?

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

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

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

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

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

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

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

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

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

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

Step 2: Cast your vote electronically 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.

3. Now you are ready for e-Voting as the Voting page opens.

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

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

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

3. 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. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "eVoting" tab in their login.

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 toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to evoting@nsdl.co.in

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

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

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to 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 shareholders holding securities in demat mode.

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

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

their mobile number and email ID correctly in their demat account in order to access e Voting facility.

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Explanatory Statement

(Pursuant to Section 102 of the Companies Act, 2013)

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, appointed Dr. Abhilasha Hattangdi [DIN: 09782680], as an Additional Director designated as Independent Woman Director of the Company, with effect from November 11, 2022, 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, Dr. Abhilasha Hattangdi [DIN: 09782680] 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.

The Company has received a declaration from Dr. Abhilasha Hattangdi [DIN: 09782680], being eligible for appointment as Independent Woman Director providing her consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended from time to time. She 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, Dr. Abhilasha Hattangdi [DIN: 09782680], fulfils the conditions specified in the Companies Act, 2013, Rules made there under and Listing Regulations for appointment as an Independent Woman Director and she is independent of management. The Board recommends her appointment as an Independent Director for first term of five (5) consecutive years effective from 11th November, 2022.

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 Dr. Abhilasha Hattangdi is provided as under :

profile of Dr. Abhilasha Hattangdi is provided as	under :
1. Name	Dr. Abhilasha Hattangdi
2. DIN	0009782680
3. Educational qualification & Experience	Dr. Abhilasha Hattangdi, 71 , is M.B.B.S & MD from Grant Medical College, Mumbai affiliated to Maharashtra University of Health Sciences, Nasik, she is self-employed and has been practicing for thepast 42years
4. Directorship held in other Companies	Nil
5. Membership/chairmanship of committee in other companies	Nil
6. No. of Shares held in the company	Nil

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7. Disclosure of Relationship between directors inter-se

Not related to any Director(s) of the Company

8. Skills and Capabilities required for the role and the manner in which such requirements are met.

Dr. Abhilasha Hattangdi has deep knowledge and understanding of the service industry which will help the Company immensely as it looks to enhance its investor relations efforts and bolster its corporate compliances. Moreover, Dr. Hattangdi’s appointment will help bring a different perspective to the Board. Furthermore, Dr. Hattangdi’s proven leadership skills will aid in the effective functioning of the Company.

Except Dr. Abhilasha Hattangdi [DIN: 09782680], 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 Dr. Abhilasha Hattangdi [DIN: 09782680], 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.

For and on behalf of the Board of Directors Amarpal Sethi Chairman & Managing Director

Place : Mumbai Date : 13th December , 2022

Registered Office:

J-7 , MIDC , Hingna Road Nagpur - 440016. CIN : L25192MH1981PLC024837 Tel : +91-(0)-7104-669000 Email : cosecretary@pixtrans.com Website : www.pixtrans.com

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