Sambhaav Media Ltd. — Proxy Solicitation & Information Statement 2024

Feb 16, 2024

SML/CS/2024/21 Date: February 16, 2024

To, The Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai- 400 001

To, The Listing Department National Stock Exchange of India Limited Exchange Plaza, Plot no. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051

Scrip Code: 511630

Scrip Symbol: SAMBHAAV

Dear Sir,

Sub: Notice of Postal Ballot under Section 110 of Companies Act, 2013

Pursuant to Regulation 30 and other applicable provisions of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith copy of Notice of Postal Ballot dated 09[th] February, 2024 along with Explanatory Statement.

You are requested to take the same on your record.

Thanking you, Yours faithfully, For, Sambhaav Media Limited

Mali Manisha Ganeshbhai

Digitally signed by Mali Manisha Ganeshbhai DN: c=IN, st=Gujarat, 2.5.4.20=1bf20c687464fa8dded535b913b3ae8dc2cc059517779925dd34aa09c970ecd0, postalCode=380051, street=A/34, SAIBABANAGAR SOCIETY,NR, R R DWIWEDI HIGH SCHOOL,VEJALPUR,Ahmadabad City,Ahmadabad, pseudonym=ab760c6ea635445f3caf098baa763165, serialNumber=dd9a1f427253417017c42d0b6554e1b3f269003cc680de70980352aeb55bac17, title=8915, o=Personal, cn=Mali Manisha Ganeshbhai Date: 2024.02.16 15:38:02 +05'30'

Manisha Mali Company Secretary

Encl: a/a

==> picture [578 x 264] intentionally omitted <==

==> picture [129 x 102] intentionally omitted <==

Sambhaav Media Limited

CIN: L67120GJ1990PLC014094

Registered Office: “Sambhaav House”, Opp. Judges’ Bungalows, Premchandnagar Road, Satellite, Ahmedabad 380 015 Phone: +91 79 2687 3914 / 15 / 16 / 17 Email: secretarial@sambhaav.com| Website: www.sambhaav.com

NOTICE OF POSTAL BALLOT

[Pursuant to Section 110 of the Companies Act, 2013, (the “Act”) read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)]

Dear Members,

Notice is hereby given that pursuant to the provisions of Section 110 and all other applicable provisions, if any, of the Act, read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (“Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), General Circular Nos. 14/2020 dated 8 April 2020, 17/2020 dated 13 April 2020, 20/2020 dated 5 May 2020, 22/2020 dated 15 June 2020, 33/2020 dated 28 September 2020, 39/2020 dated 31 December 2020, 10/2021 dated 23 June 2021, 20/2021 dated 8 December 2021 and 3/2022 dated 5 May 2022, issued by the Ministry of Corporate Affairs, Government of India ('MCA Circulars'), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the resolution set out below is proposed to be passed as Special Resolution by the Members of Sambhaav Media Limited (the “Company”) by means of Postal Ballot, only by way of remote e-voting (“e-voting”) process.

The proposed resolution and the Explanatory Statement pursuant to Section 102(1) of the Act, read with Rules framed thereunder; setting out the material facts concerning the resolution mentioned in this Postal Ballot Notice (“Notice”), are annexed hereto.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e- voting i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for e-voting are appended to this Notice. The Board of Directors of the Company has appointed Mr. Umesh Ved of Umesh Ved & Associates, Practicing Company Secretary as the Scrutinizer for conducting the postal ballot process in a fair and transparent manner.

==> picture [74 x 60] intentionally omitted <==

Members are requested to carefully read the instructions mentioned under the head 'Information and Instructions for e-voting' in this Notice and record their assent (“FOR”) or dissent (“AGAINST”) on the proposed resolution through the e-voting process not later than 5:00 p.m. (IST) on Sunday, 17[th] March, 2024 , failing which it will be considered that no reply has been received from the Member.

The Company has engaged the services of National Securities Depository Limited (hereinafter referred to as “NSDL” or “Service Provider”) for facilitating e-voting to enable the Members to cast their votes electronically instead of dispatching postal ballot forms. In accordance with the MCA Circulars, the Company has made necessary arrangements with M/s. MCS Registrar & Share Transfer Agent, Registrar and Share Transfer Agent (“RTA”) to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Notice. The postal ballot results will be submitted within two working days from conclusion of the e-voting period to the stock exchanges in accordance with the SEBI Listing Regulations.

The Scrutinizer will submit the results of the e-voting to the Chairman of the Company or any other authorized officer(s) of the Company after completion of the scrutiny of the e- voting. The results of the Postal Ballot along with the Scrutinizer's Report will also be displayed on the website of the Company at www.sambhaav.com under investor segment and will also be available on the website of NSDL at www.evoting.nsdl.com and on website of BSE Limited and National Stock Exchange of India Limited where the equity shares of the Company are listed. The proposed resolution, if approved, will be taken as having duly passed on the last date specified for e-voting by the requisite majority of Members by means of Postal Ballot, i.e. 17[th] March, 2024.

SPECIAL BUSINESS:

1. To Re‐Appoint Mrs. Gouri P Popat (DIN: 08356151) as Independent Director of the Company for another Term of 5 (Five) Years:

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

“RESOLVED THAT pursuant to the provisions of Sections 149(6), 150, 152 read with Schedule IV and all other applicable provision of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment thereof for the time being in force), and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mrs. Gouri P Popat (DIN: 08356151), who was appointed as an Independent Director and in respect of whom the Company has received a notice in writing from the Member of the Company under Section 160 of the Act, proposing her candidature for the office of Director

==> picture [74 x 60] intentionally omitted <==

be and is hereby re-appointed as an Independent Director of the Company to hold office for a second term of 5 (Five) consecutive years w.e.f. February 12, 2024 to February 11, 2029, not liable to retire by rotation.

Date: 09[th] February, 2024 Place: Ahmedabad

For, Sambhaav Media Limited

By the Order of the Board of Directors

Sambhaav Media Limited CIN: L67120GJ1990PLC014094 SD/- Registered Office: Sambhaav House Opp. Judges’ Bungalows Premchandnagar Road, Satellite, Ahmedabad - 380 015 Phone : +91 79 2687 3914/15/16/17 Email: secretarial@sambhaav.com Website: www.sambhaav.com

Manisha Mali Company Secretary

INSTRUCTIONS FOR REMOTE E‐VOTING

1. Remote e-voting will commence at 9.00 a.m. on Saturday, 17[th] February, 2024 and will end at 5.00 p.m. on Sunday, 17[th] March, 2024 , when remote e-voting will be blocked by NSDL.

2. In accordance with the MCA Circulars and the SEBI Listing Regulations, the Company is sending the Notice in electronic form only by e-mail to all Members, whose names appear in the Register of Members / Register of Beneficial Owners maintained by the Depositories viz., National Securities Depository Limited (the “NSDL”) and Central Depository Services (India) Limited (the “CDSL”) as on Friday, 09[th] February, 2024 (the “Cut-Off Date”) and who have registered their e-mail addresses, in respect of electronic holdings, with the Depository through the concerned Depository Participants and in respect of physical holdings, with the Registrar and Share Transfer Agent of the Company, M/s. MCS Share Transfer Agent Limited (the “RTA”), in accordance with the provisions of the Act read with the rules framed thereunder and the framework provided under the MCA circulars. Cut-Off Date is for determining the eligibility to vote by electronic means. A person who is not a member as on the Cut-Off Date or who becomes a member of the Company after the Cut-Off Date should treat this Notice for information purposes only.

3. In accordance with the MCA Circulars, the Notice is being sent in electronic form only. The hard copy of the Notice along with the Postal Ballot forms and pre-paid business

==> picture [74 x 60] intentionally omitted <==

envelope will not be sent to the Members for the Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the e-voting system only.

1. In compliance with the provisions of Section 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the SEBI Listing Regulations and Secretarial Standard (SS)- 2 issued by the Institute of Company Secretaries of India on General Meeting, the Company is offering e-voting facility to enable the Members to cast their votes electronically. The instructions for e-voting are provided as part of this Notice.

2. Voting rights will be reckoned on the paid-up value of shares registered in the names of the Members on Friday, 09[th] February, 2024 (cut‐off date). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date will be entitled to cast their votes.

3. All the 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 secretarial@sambhaav.com.

‐ 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.

==> picture [74 x 60] intentionally omitted <==

Login method for Individual shareholders holding securities in demat mode is given below:

below:
Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3.	ExistingIDeASuser 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 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 ore‐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. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select“Register Online for IDeAS Portal”or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectRe g.jsp 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 ore‐Voting service provider i.e. NSDLand you will be redirected to e-

==> picture [74 x 60] intentionally omitted <==

1. Voting website of NSDL for casting your vote during the remote e-Voting period.

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

==> picture [201 x 116] intentionally omitted <==

• Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, holding securities in can login through their existing user id and password. demat mode with CDSL 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.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.

• 1. 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.

• 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.

• 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

==> picture [74 x 60] intentionally omitted <==

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		Helpdesk 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.com or call at 022 - 4886 7000 and 022 - 2499 7000
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

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.

==> picture [74 x 60] intentionally omitted <==

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

2. 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.

3. 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.

4. 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:

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

==> picture [74 x 60] intentionally omitted <==

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.com 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. 9. 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.

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

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

==> picture [74 x 60] intentionally omitted <==

1. 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 umesh@umeshvedcs.com with a copy marked to evoting@nsdl.com. 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 "e‐Voting" 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 : 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre at evoting@nsdl.com

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 resolution 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 (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to secretarial@sambhaav.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 (selfattested scanned copy of Aadhar Card) to secretarial@sambhaav.com. If you are an Individual shareholders holding securities in demat mode, you are requested to

==> picture [74 x 60] intentionally omitted <==

‐ 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 .

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

2. 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.

INFORMATION AS REQUIRED UNDER REGULATION 36(3) OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD ON GENERAL MEETINGS (SS‐2) IN RESPECT OF DIRECTORS SEEKING RE‐APPOINTMENT / APPOINTMENT:

Particular	Re‐Appointment of Mrs. Gouri Popat as Non‐Executive Independent Director
DIN	08356151
Date of Birth	April 01, 1957
Age	67 years
Nationality	Indian
Original Date of appointment	February 12, 2019
Qualification	Commerce and Law Graduate
Experience	More than 33 Years
Brief Resume	Mrs. Gouri P Popat is an Advocate having extensive experience of more than 33 years of Direct Tax and Commercial Laws. She was a member of Regional Direct Taxes Advisory Committee, Ahmedabad. Presently she is Member of National Executive Committee of All India Federation of Tax Consultants. She was appointed as First Lady President of Income-Tax Bar Association, Ahmedabad during 2007-08. In past, she has had an opportunity to be associated with various organizations like, Gujarat Chamber of Commerce - Business Women's Wing, Ahmedabad; Tax Advocate Association, Gujarat; Income- Tax Bar Association Ladies Wing, Ahmedabad; and Gujarat Sindhi Advocates Association. She was Chairperson of Gujarat Chamber of Commerce-Business Women’s Wing.

==> picture [74 x 60] intentionally omitted <==

Apart, she has keen academic interest by delivering lectures and writing journals. Skills and capabilities required for the role and Communication & Legal expertise manner in which the appointee meets such requirements Expertise in functional Legal Taxation and Policy formation area Terms and Conditions of  Mrs. Gouri Popat is appointed as Non-Executive appointment or re‐ Independent Director for another period of 5 years appointment w.e.f. February 12, 2024, not liable to retire by rotation.  Mrs. Gouri Popat is entitled for sitting fees for attending meetings. Relationship with other There is no inter se relationship with other Board Members Board Members & KMP Number of Board 7 out of 7 Meetings attended during 2022‐23 Shareholding in the NIL Company Name of Directorship NIL held in other Companies Membership / NIL Chairmanship of Committees of other public companies

STATEMENT SETTING OUT THE MATERIAL FACTS CONCERNING ITEMS OF SPECIAL BUSINESS:

In terms of the provisions of Section 102 of the Companies Act, 2013, Secretarial Standard on General Meetings (SS‐2) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following statement sets out the material facts relating to item no. 1 of this postal ballot notice:

ITEM NO 1:

Mrs. Gouri Popat (DIN: 08356151) has been associated with the Company since February 12, 2019 as Non-Executive Independent Director of the Company. Upon recommendation received from the Nomination & Remuneration Committee, the Board of Directors have at their meeting held on 02[nd] November, 2023; decided to re-appoint her as Non-Executive

Independent Director for another period of 5 years w.e.f . February 12, 2024, not liable to retire by rotation.

==> picture [74 x 60] intentionally omitted <==

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee; considers her background, expertise, experience and contribution made by her during the previous term; the continued association of Mrs. Gouri Popat would be beneficial to the Company and accordingly it is desirable to avail her services as an Independent Director. Detailed report on performance evaluation of Mrs. Gouri Popat is available at the website of the Company at www.sambhaav.com under the investor segment.

The necessary information/disclosure in compliance with Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard (SS-2) along with brief profile of Mrs. Gouri Popat is provided herein above in this notice.

Mrs. Gouri Popat has given a declaration to the Board that she meets the criteria of independence as provided under Section 149(6) of the Companies Act 2013 and SEBI Listing Regulations. In the opinion of the Board, Mrs. Gouri Popat has fulfilled the conditions specified in the Act, the Rules framed thereunder and Listing regulations for appointment as an Independent Director and is independent of the management. Copy of the draft letter of appointment of Mrs. Gouri Popat, setting out the terms and conditions of appointment is available for inspection by members at the Registered Office of the Company and made available at the website of the Company at www.sambhaav.com.

None of the Directors and Key managerial personnel or their relative; except Mrs. Gouri Popat herself whose re-appointment is proposed; is interested, financially or otherwise, in the resolution of Item No.:1 of the Notice.

The resolution is proposed in terms of the requirement of clause 17(1c) of SEBI LODR Regulations as amended from time to time.

The Board accordingly recommends Special Resolution as set out in Item No.:1 of the postal ballot notice for approval by the Shareholders.

---