Samtel (India) Ltd. — Declaration of Voting Results & Voting Rights Announcements 2021

Oct 1, 2021

SAMTEL INDIA LIMITED Administrative Office: 1212, 12[th] Floor, 43 Chiranjiv Tower, Nehru place, New Delhi -110019 Phone No.011-40555700 Fax no.: 011-41555006 www.samtel_india.com CIN : L31909RJ1981PLC012073

Through Courier / Speed Post

October 1, 2021

To,

The Bombay Stock Exchange Limited, Department of Corporate Affairs, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400 001.

Scrip Code: 500371

Sub: Submission of scrutinizer"s report & outcome at the 39[th] Annual General Meeting of the Company held on 30-09-2021.

Respected Sir / Madam,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, We wish to inform you that 39[th] Annual General Meeting of the Members of SAMTEL INDIA LIMITED held on Thursday, the 30[th] day of September, 2021 at 09.30 AM held at registered office of the company situated at Village Naya Nohra, Tehsil Ladpura, Kota Baran Road, Distt. Kota (Rajasthan), has considered and approved the following resolutions / agenda items of the notice dated 13th August, 2021 (sent to members of the company) are as under:

1. Adoption of Standalone Financial Statements of the Company including Audited Balance Sheet as at 31st March 2021, Audited Profit & Loss Accounts and the Cash Flows Statement for the year ended 31[st ] March , 2021 on that date together with Report of Directors’ and Auditors’ thereon, as a ordinary resolution.

2. Re-Appointment of Mrs. Alka Kaura (DIN 00687365) Director who retires by rotation in terms of section 152(6) of the Companies Act, 2013 and being eligible, offers herself for reappointment as a ordinary resolution.

SAMTEL INDIA LIMITED Administrative Office: 1212, 12[th] Floor, 43 Chiranjiv Tower, Nehru place, New Delhi -110019 Phone No.011-40555700 Fax no.: 011-41555006 www.samtel_india.com CIN : L31909RJ1981PLC012073

1. Shifting of Registered office of the company from the state of Rajasthan to the State of Delhi, as Special resolution.

2. Re-appointment of Mr. Satish Kumar Kaura as Managing Director of the company without remuneration for further 5 years from 9th Nov. 2021 till 08th Nov. 2026.

The results of the aforesaid matters announced on the basis of the combined Scrutinizer’s Report dated 01-10-2021 issued by Mr. Jatin Gupta, (Company Secretary), TR-1, Top Floor, Plot No. 3, Anupam Plaza, LSC, Mayur Vihar Phase I, Delhi 110 091 (Above Yes Bank Limited) on votes cast by Electronic Voting as well as Poll and Ballot Voting conducted by Scrutinizer at the 39th Annual General Meeting held within the time frame as provided in the SEBI (LODR) Regulations, 2015 and the Companies Act, 2013. A copy of the report is attached herewith.

The above information may be treated as Compliance of Listing agreement.

Thanking you,

Yours faithfully, For SAMTEL INDIA LIMITED,

==> picture [86 x 28] intentionally omitted <==

Satish K Kaura Managing Director

Attached: Scrutinizer's report dated 01-10-2020

Jatin Gupta

Company Secretary

Office : TR-1, Top Floor, Plot No. 3, Anupam Plaza, LSC,

Mayur Vihar Phase I, Delhi 110 091 (Above Yes Bank Limited)

Ph- +91-11-2275 6338 ; E-Mail : jatinfcs@gmail.com

SCRUTINIZER’S REPORT

To,

The Chairman 39[th] AGM of Samtel India Limited Held on Thursday the 30[th] day of September, 2021 at 09:30 A.M at Registered office of the company situated at Village Naya Nohra, Tehsil Ladpura, Kota Baran Road, Distt. Kota (Rajasthan) in physical (without remote e voting)

Name of the Company	Samtel India Limited
Meeting	39thAnnual General Meeting
Day,Date,Time	Thursday,30thSeptember 2021 at 09:30 A.M.
Venue	Village Naya Nohra, Tehsil Ladpura, Kota Baran Road, Distt. Kota(Rajasthan)

I, CS Jatin Gupta, (FCS : 5651 and CP : 5236), , Company Secretary having office at TR-1, Top Floor, Plot No. 3, Anupam Plaza, LSC, Mayur Vihar Phase I, Delhi 110 091 (Above Yes Bank Limited) appointed as Scrutinizer by the Board of Directors of Samtel India Limited , (“the Company”) pursuant to Section 108 of The Companies Act, 2013 and Rule 20 and 21 of the Companies (Management and Administration) Rules, 2014 to conduct the Remote E-voting process and to scrutinize Remote E-voting, on the resolution(s) set out in the 39[th] Annual General Meeting (AGM) of Samtel India Limited vide Notice dt. 13[th] August, 2021 for 39[th] AGM of the Company held on Thursday the 30[th] September, 2021 at 09:30 A.M, submit as under :

1. The management of the Company is responsible to ensure compliance with the requirements of relevant provisions of (i) The Companies Act, 2013 and the Rules made thereunder; (ii) The SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and (iii) The Secretarial Standards – 2 on General Meetings issued by The Institute of Company Secretaries of India, relating to the E-voting facility to the shareholders during the AGM and Remote E-Voting. Our responsibilities as a Scrutinizer is restricted to give a consolidated report on the Votes Cast by the members for the resolutions contained in the notice, through Remote E-Voting and E-Voting facility during the AGM, as the case may be.

Digitally signed JATIN by JATIN GUPTA Date: GUPTA 2021.10.01 16:33:17 +05'30'

Page 1 of 7

Jatin Gupta

Company Secretary

Office : TR-1, Top Floor, Plot No. 3, Anupam Plaza, LSC,

Mayur Vihar Phase I, Delhi 110 091 (Above Yes Bank Limited)

Ph- +91-11-2275 6338 ; E-Mail : jatinfcs@gmail.com

1. The notice calling 39[th] AGM, as confirmed by the Company, was sent to the shareholders (by providing them with a link to download annual report) :

i. On 05-09-2020 by e-mail to 1147 members who had registered their e-mailids with the Company/Depositories.

ii. On 05-09-2020 by courier a notice sent to 5825 members, ( dispatch certified by the management) ;

1. The Company has appointed National Securities Depository Limited (NSDL) for facilitating e-voting to enable the members of the Company to cast their votes electronically.

2. The members of the Company, holding shares in physical or in dematerialized form, as on cut off date i.e 25th September, 2021 were entitled to cast their votes on the resolutions as set out in item no(s) 1 to 4 of the Notice of 39[th] AGM of the Company by remote e voting or e-voting at the AGM.

3. The facility provided for remote e-voting which commenced on 25[th] September, 2021 at 9:00 A.M. remained open for not less than 3 days and ended on 29th September, 2021 at 5.00 P.M. The remote e-voting facility was blocked thereafter by 29th September, 2021 at 5.00 P.M.

6. Voting at the AGM

6.1 In keeping with Regulation 44(1) and 44(2) of SEBI (Listing Obligations and Disclosure Requirements) R egulations, 2015 and as prescribed under Rule 20 (4) (xiii) of The Companies (Management and Administration) Rules, 2014 including amendments therein, as the case may be, for the purpose of ensuring that members who have cast their votes through remote e-voting do not vote again at the general meeting, the Scrutinizer shall have access after closure of period of remote e-Voting and before the start of general meeting, to only such details relating to members who have cast their votes through remote e-voting, such as their names, DP ID and Client ID/folios, number of shares held but not the manner in which they have voted.

Digitally signed JATIN by JATIN GUPTA Date: GUPTA 2021.10.01 16:33:32 +05'30'

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Jatin Gupta

Company Secretary

Office : TR-1, Top Floor, Plot No. 3, Anupam Plaza, LSC,

Mayur Vihar Phase I, Delhi 110 091 (Above Yes Bank Limited)

Ph- +91-11-2275 6338 ; E-Mail : jatinfcs@gmail.com

6.2 Accordingly, NSDL, the remote e-Voting Agency provided us with the names, DP Id & Client Id/ folios and shareholding of the members who had cast their votes through remote e-voting (NIL voting).

6.3 The Company gave facility of e-voting to the members who attended the meeting and who had not cast their votes through remote e-Voting.

1. As per the information given by the Company the names of the shareholders who had voted by remote e-voting through the facility provided by NSDL had been blocked and only those members who were present at the AGM who had not voted on remote e-voting were allowed to cast their votes during the AGM.

2. I have verified remote e-voting and e-voting.

3. After the conclusion of e-voting at the Annual General Meeting, the votes cast through Remote E-Voting and e-voting during AGM were unblocked in the presence of one witnesses Mr. Prabhat Nanda who is not in employment of the Company.

4. I have scrutinized and reviewed the voting through electronic means based on the data downloaded from the E-Voting system of National Securities Depository Limited (NSDL).

5. I now submit my Report on the Result of the voting through electronic means (by remote e-voting and e-voting) in respect of the resolutions proposed in the notice for 39[th] AGM of the Company.

12. Results

12.1The Result with respect to each item on the agenda as set out in the Notice of 39[th] AGM is enclosed herewith.

12.2 Based on the aforesaid results, we report result in consolidated manner as hereunder :

JATIN Digitally signed by JATIN GUPTA Date: 2021.10.01 Page 3 of 7 GUPTA 16:33:42 +05'30'

Jatin Gupta

Company Secretary

Office : TR-1, Top Floor, Plot No. 3, Anupam Plaza, LSC,

Mayur Vihar Phase I, Delhi 110 091 (Above Yes Bank Limited)

Ph- +91-11-2275 6338 ; E-Mail : jatinfcs@gmail.com

Consolidated Results

1.To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2021 together with the Reports of the Board of Directors and Auditors thereon and in this regard, to consider and if thought fit, to pass, with or without modification(s) the following resolution as an Ordinary Resolution.

“RESOLVED THAT the audited financial statement of the Company for the financial year ended March 31, 2021 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.”

Particulars	Remote E-voting	Remote E-voting	E-Voting at the AGM	E-Voting at the AGM	Total		Percenta ge (%)	Invalid Votes, if any
	Number	votes	Number	votes	Number	votes	--	--
Assent	nil	nil	38	2249476	38	2249476	100	nil
Dissent	nil	nil	nil	nil	nil	nil	Nil	nil
Total	nil	nil	38	2249476	38	2249476	100	nil

Based on the aforesaid results, we report that the Ordinary Resolution as contained in item No. 1 of the Notice of the AGM has been passed as proposed .

2.To appoint a Director in place of Mrs. Alka Kaura (DIN 00687365) who retires by rotation and being eligible offers herself for re-appointment and in this regard, to consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution.

“RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of Companies Act, 2013 Mrs. Alka Kaura (DIN 00687365), who retires by rotation at this meeting be and is hereby appointed as a Director of the Company liable to retire by rotation.”

JATIN Digitally signed by JATIN GUPTA GUPTA Date: 2021.10.01 16:33:52 +05'30'

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Jatin Gupta

Company Secretary

Office : TR-1, Top Floor, Plot No. 3, Anupam Plaza, LSC,

Mayur Vihar Phase I, Delhi 110 091 (Above Yes Bank Limited)

Ph- +91-11-2275 6338 ; E-Mail : jatinfcs@gmail.com

Particulars	Remote E-voting	Remote E-voting	E-Voting AGM	at the	Total		Percentag e(%)	Invalid Votes, if any
	Number	votes	Number	votes	Number	votes	--	--
Assent	nil	nil	38	2249476	38	2249476	100	nil
Dissent	nil	nil	nil	nil	nil	nil	nil	nil
Total	nil	nil	38	2249476	38	2249476	100	nil

Based on the aforesaid results, we report that the Ordinary Resolution as contained in item No. 2 of the Notice of the AGM has been passed as proposed .

SPECIAL BUSINESS

3. Shifting of Registered Office of the Company from the State of Rajasthan to the NCT of Delhi To consider and, if thought fit, to pass the following resolution, with or without modification(s) as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 12, 13 and all other applicable provisions, if any, of the Companies Act, 2013 (the “Act”) read with Rule 30 of the Companies (Incorporation) Rules, 2014 (including any statutory modification(s), or reenactment(s) thereof for the time being in force) and subject to the approval of the Regional Director, North Western Region Directorate, Ministry of Corporate Affairs, Government of India and/or any other authority(ies) as may be prescribed from time to time and subject to such other approvals, permissions and sanctions, as may be required under the provisions of the said Act or under any other law for the time being in force, consent of the members of the Company be and is hereby accorded for shifting the Registered Office of the Company from the State of Rajasthan and that Clause II of the Memorandum of Association of the Company be substituted with the following clause: II.

The Registered Office of the Company will be situated in the NCT of Delhi

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall deem to include any of its duly constituted Committee) or any officer/executive/representative and/or any other person so authorized by the Board, be hereby authorized on behalf of the Company to make any

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JATIN Digitally signed by JATIN GUPTA GUPTA Date: 2021.10.01 16:34:34 +05'30'

Jatin Gupta

Company Secretary

Office : TR-1, Top Floor, Plot No. 3, Anupam Plaza, LSC,

Mayur Vihar Phase I, Delhi 110 091 (Above Yes Bank Limited)

Ph- +91-11-2275 6338 ; E-Mail : jatinfcs@gmail.com

modifications, changes, variations, alterations or revisions stipulated by any authority, while according approval, consent as may be considered necessary and to appoint counsels/consultant and advisors, file applications/petitions, issue notices, advertisements, obtain orders for shifting of Registered Office from the authorities concerned and to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary and to settle any questions, difficulties or doubts that may arise in this regard without requiring the Board to secure any further consent or approval of the members of the Company."

Particulars	Remote E-voting	Remote E-voting	E-Voting AGM	at the	Total		Percentag e(%)	Invalid Votes, if any
	Number	votes	Number	votes	Number	votes
Assent	nil	nil	38	2249476	38	2249476	100	nil
Dissent	nil	nil	nil	nil	nil	nil	nil	nil
Total	nil	nil	38	2249476	38	2249476	100	nil

Based on the aforesaid results, we report that the Special Resolution as contained in item No. 3 of the Notice of the AGM has been passed as proposed .

4. Re-appointment of Mr. Satish K Kaura as Managing Director without remuneration for further period of 5 years effective from 09th November 2021 till 08th November, 2026 To consider and, if thought fit, to pass the following resolution, with or without modification(s) as a Special Resolution :

“RESOLVED UNANIMOUSLY THAT in accordance with the Provisions of Section 196, 197 & 198 read with Schedule V and all other applicable provisions of Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and such other approvals/sanctions as may be necessary, Mr. Satish K Kaura be and is hereby re-appointed as the Managing Director of the Company without remuneration for a further period of 5 years with effect from 9th November, 2021 and his tenure as Managing Director of the Company will be up to 8th November, 2026.

RESOLVED FURTHER THAT as Managing Director of the Company Mr. Satish K Kaura will be responsible for the day to day affairs of the Company and will have the absolute power of Management of the affairs of the Company.

JATIN Digitally signed by JATIN GUPTA Date: 2021.10.01 GUPTA 16:34:51 +05'30'

Page 6 of 7

Jatin Gupta

Company Secretary

Office : TR-1, Top Floor, Plot No. 3, Anupam Plaza, LSC,

Mayur Vihar Phase I, Delhi 110 091 (Above Yes Bank Limited)

Ph- +91-11-2275 6338 ; E-Mail : jatinfcs@gmail.com

RESOLVED FURTHER THAT Mr. Rajesh Bhalla, Director and Mr. Dhruv Sethi, Director of the Company be and are hereby severally authorized to sign & submit requisite forms alongwith certified copies of the resolution with concerned Statutory Authorities including Registrar of Companies, NCT of Delhi & Haryana.”

Particulars	Remote E-voting	Remote E-voting	E-Voting AGM	at the	Total		Percentag e(%)	Invalid Votes, if any
	Number	votes	Number	votes	Number	votes
Assent	nil	nil	38	2249476	38	2249476	100	nil
Dissent	nil	nil	nil	nil	nil	nil	nil	nil
Total	nil	nil	38	2249476	38	2249476	100	nil

Based on the aforesaid results, we report that the Special Resolution as contained in item No. 4 of the Notice of the AGM has been passed with requisite majority as proposed .

The relevant records i.e papers/records relating to electronic voting shall stay in our custody until the Chairman considers, approves and sign the minutes of 39[th] AGM and same shall thereafter be handed over to Mr. Anurag Minhas, CFO for safe keeping.

Thanking You,

Yours faithfully

Jatin Gupta Company Secretary

For Samtel India Limited

JATIN Digitally signed by JATIN GUPTA GUPTA Date: 2021.10.01 16:35:09 +05'30'

Jatin Gupta Chairman

C. P. No. 5236 M.No. : 5651 Date: 01/10/2021 Place: Delhi UDIN : F005651C001065743

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