Servotech Renewable Power System Limited — AGM Information 2022

Sep 7, 2022

7th September, 2022

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To, National Stock Exchange of India Limited Exchange Plaza, NSE Building, Bandra Kurla Complex, Bandra East, Mumbai-400 051

Trading Symbol: SERVOTECH

Sub.:- Notice of 18[th] Annual General Meeting ("AGM")

Dear Sir/Madam,

In compliance with the Regulation 31 and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Notice convening the 18[th] Annual General Meeting ("AGM") of shareholders of the Company for the financial year ended 31[st] March, 2022.

The 18[th] AGM is scheduled to be held on Friday, 30[th] September, 2022 at 11:00 A.M. (IST) through Video Conference ("VC") and Other Audio Visual Means ("OAVM").

The Notice and the Annual Report is also available on the Company's website at www.servotech.in.

Brief information relating to the AGM is as mentioned herein below:

Sl. **No. **	Particulars	Details
1.	Day,Date and time of AGM	Friday, 30th September,2022at11:00A.M.(IST)
2.	Mode	Video Conference ("VC") and Other Audio Visual Means ("OAVM")
3.	Cut-off date for e-voting	Friday, 23rdSeptember, 2022
4.	E-voting start date and time	09:00 A.M. (IST) on Tuesday, 27thSeptember, 2022
5.	E-voting end date and time	05:00P.M.(IST) on Thursday,29th September,2022
6.	E-votingwebsite of NSDL	www.evoting.nsdl.com

Kindly take the above information on record and oblige.

Thanking You,

Yours Faithfully

FOR SERVOTECH POWER SYSTEMS LIMITED

PRIYA Digitally signed by PRIYA PANDEY PANDEY Date: 2022.09.07 18:02:43 +05'30' PRIYA PANDEY COMPANY SECRETARY ICSI MEM. NO.: A35815

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Servotech Power Systems Limited

CIN : L31200DL2004PLC129379 REGISTERED OFFICE: 806, 8[th] Floor, Crown Heights, Hotel Crown Plaza, Sector-10 , Rohini, New Delhi -110085 PLANT AND R&D :76A ,Sector-57, Kundli Industrial Area, Sonepat, Haryana-131028 Tel No : 011-41183117,• Sales: +91 9717691800,• Email : servotech@servotechindia.com , •Website: www.servotech.in

SERVOTECH POWER SYSTEMS LIMITED ANNUAL REPORT 2021-22

SERVOTECH POWER SYSTEMS LIMITED

CIN:- L31200DL2004PLC129379 Registered Office: 806, 8[th] Floor, Crown Heights, Crown Plaza, Sector-10, Rohini, New Delhi-110085 Phone: 011-41117657-58-59-60

E-mail: investor.relations@servotechindia.com Website- www.servotech.in

NOTICE

NOTICE is hereby given that the 18[th] Annual General Meeting (“AGM”) of Servotech Power Systems Limited (“the Company”) will be held on Friday, 30[th] September, 2022 at 11:00 A.M. (“IST”) through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt

2. a) The Audited Standalone Financial Statements of the Company for the financial year ended 31[st] March, 2022, together with the Reports of the Board of Directors and the Auditors thereon; and

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof), be and is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this Resolution.”

SPECIAL BUSINESS:

  5. To approve the appointment of Mr. Jorg Gabler (DIN:09699666) as the Non-Executive and NonIndependent Director of the Company and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

• b) The Audited Consolidated Financial Statements for the financial year ended 31[st] March, 2022, together with the Reports of the Auditors thereon;

• To appoint a Director in place of Mr. Nimesh Malhotra (DIN:07104660), who retires by rotation and being eligible offers, himself for re-appointment;

• To confirm the Interim Divided already paid;

• 4.. To appoint M/s. Rohit KC Jain and Co., Chartered Accountants, as Statutory Auditors of the Company for a term of 5 (five) consecutive years and to fix their remuneration and in this regard, to consider and if thought fit, to pass, the following resolution as an Ordinary Resolution.

“RESOLVED THAT in accordance with the provisions of Sections 139, 141, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force, M/s. Rohit KC Jain and Co., Chartered Accountants (ICAI Firm Registration No. 020422N) be and are hereby appointed as the Statutory Auditors of the Company (in place of Gupta Jalan and Associates, Chartered Accountants, the retiring Auditors) for a term of 5 (five) years commencing from the conclusion of the 18[th] Annual General Meeting of the Company till the conclusion of the 23[rd] Annual General Meeting at such remuneration plus reimbursement of outof-pocket, travelling expenses etc., as recommended by the Audit Committee and approved by the Board of Directors.

• “RESOLVED THAT Mr. Jorg Gabler (DIN:09699666), who was appointed as an Additional director in the category of Non-Executive and Non-Independent Director of the Company in accordance with the provisions of Section 161 of the Companies Act, 2013 (“the Act”) read with the Articles of Association of the Company by the Board of Directors with effect from 9[th] August, 2022 and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as an NonExecutive and Non-Independent Director of the Company to hold office for 1(one) year effective from 9th August, 2022 to 8th August, 2023, liable to retire by rotation.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, things and matters as may be deemed necessary, proper or expedient to give effect to this resolution and/or to make any modification as may be deemed to be in the best interest of the Company.”

1. To approve the appointment of Mr. Sampat Rai (DIN:07710412) as the Non-Executive Independent Director of the Company and in this regard, to consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT in accordance with the provisions of Section 149, 150 and 152, 161 read with other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), and the Companies (Appointment and Qualification of Directors) Rules, 2014, read with Schedule IV of the said Act (including

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any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time-to-time Mr. Sampat Rai (DIN: 07710412) who was appointed as an Additional Director in accordance with the provisions of Section 161(1) of the Act and the Articles of Association of the Company, by the Board of Directors with effect from 9th August, 2022 and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director, be and is hereby appointed as a Non-Executive Independent Director of the Company to hold office for 3 (three) consecutive years effective from 9th August, 2022 to 8th August, 2025, not liable to retire by rotation.

RESOLVED FURTHER THAT in accordance with the provisions of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval be and is hereby given for continuation of Mr. Rai, as an Independent Director of the Company on account of his attaining the age of 71 years on the said date.

RESOLVED FURTHER THAT the Board of Directors of the Company (including its committee thereof) and/or Company Secretary of the Company, be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

1. To approve payment of remuneration to Ms. Sarika Bhatia (DIN:00155602), Whole-time Director of the Company and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the recommendation of the Nomination and Remuneration Committee and in accordance with the provisions of Sections 196, 197, 198 and 201 and other applicable provisions, if any, of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any statutory modifications or re-enactment thereof, for the time being in force) read with Schedule V of the said Act and other applicable provisions, if any, and subject to the Articles of Association of the Company, approval of the Members be and is hereby accorded to make revision in the remuneration of Ms. Sarika Bhatia (DIN:00155602), Whole-time Director of the Company as per the terms and conditions as mentioned in explanatory statement which form part of this notice.

RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year, notwithstanding anything to the contrary herein contained, during her tenure, the aforesaid remuneration shall be paid as minimum remuneration subject to the provisions of Part-II of Schedule V of the Act or any amendments thereto.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, things and matters as may be deemed necessary, proper or expedient to give effect to this resolution and/or to make any modification as may be deemed necessary in the best interest of the Company.”

1. To ratify the remuneration of Cost Auditors for the financial year 2022-23 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 pursuant to the recommendation of Audit Committee and approval of the Board of Directors and provisions of Section 148 and all other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s), clarification(s) or re-enactment(s) thereof for the time being in force), the remuneration of INR 30,000/- (Rupees Thirty Thousand Only) plus service tax as applicable, payable to M/s. NN Sharma & Associates, Cost Accountants (Firm Reg. No.:101702) to carry out audit of cost records of the Company for the financial year 2022-23, be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, things and matters as may be deemed necessary, proper or expedient to give effect to this resolution and/or to make any modification as may be deemed necessary in the best interest of the Company.”

FOR AND ON BEHALF OF SERVOTECH POWER SYSTEMS LIMITED

PRIYA PANDEY Date: 27[th] August, 2022 COMPANY SECRETARY Place: New Delhi ICSI MEMBERSHIP NO.: A35815

Registered Office:

Add.: 806, 8[th] Floor, Crown Heights, Hotel Crown Plaza, Sector-10, Rohini, New Delhi-110085

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SERVOTECH POWER SYSTEMS LIMITED ANNUAL REPORT 2021-22

NOTES:-

1. The explanatory statement, pursuant to Section 102 of the Companies Act, 2013 (“the Act”), setting out material facts relating to the Ordinary/Special Businesses to be transacted at the Annual General Meeting (“AGM”/“Meeting”) is annexed hereto.

2. The Ministry of Corporate Affairs (“MCA”) has, vide its Circular No. 2/2022 dated 5th May, 2022, Circular No. 14/2020 dated 8th April 2020, Circular No. 17/2020 dated 13th April 2020, issued by the Ministry of Corporate Affairs (“MCA Circulars”) followed by Circular No. 20/2020 dated 5th May, 2020, and Circular No. 02/2021 dated 13th January, 2021 and all other relevant circulars issued from time to time, physical attendance of the Members to AGM venue is not required and general meeting be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM. The deemed venue for the 18th AGM shall be the Registered Office of the Company.

3. Generally, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and on a poll to vote instead of himself/herself, Since, this meeting is being held through VC/OAVM under the framework of MCA and SEBI circulars where physical presence of the Members has been dispensed with, accordingly, the facility for appointment of proxies by the Members under Section 105 of the Act will not be available for the 18th AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

4. The attendance of Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

5. Since the AGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.

6. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

7. Institutional/Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote e-voting. The said Resolution/ Authorization shall be sent to the Scrutinizer by email through its registered email address to rndregular@gmail. com with a copy marked to evoting@nsdl.co.in.

8. In compliance with the aforesaid MCA Circulars and SEBI Circulars, Notice of the AGM along with the Annual Report 2021-22 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. Members may note that the

Notice and Annual Report 2021-22 will also be available on the Company’s website www.servotech.in, websites of the Stock Exchange i.e. National Stock Exchange of India Limited at www.nse.in respectively, and on the website of NSDL at https://www.evoting.nsdl.com.

1. The Share Transfer Books and Register of Members Books of the Company will remain closed from Saturday, 24th September, 2022 to Friday, 30th September, 2022 (both days inclusive) the purpose of the AGM.

2. Kindly note that as per SEBI (Listing Obligations and Disclosure Requirement Regulations), 2015, as amended from time to time (“Listing Regulations”), it is mandatory for the Company to print the bank account details of the investors in dividend payment instrument. Hence, Shareholders are requested to register/update your correct bank account details with the Company/RTA/Depository Participant, as the case may be. Shareholders are requested to follow the process as guided hereinbelow to register their mandate for receiving Dividend directly in their Bank accounts.

3. As per the provisions of Section 72 of the Act and circulars issued by SEBI, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she should submit the request in ISR-3 or SH-14 as the case may be. The Forms can be downloaded from Company`s website - -

https://servotech.in/investors/investors corner/updation physical-shareholders. Members are requested to submit the said details to their Depository Participant in case the shares are held by them in dematerialized form and to the Company’s Registrar and Transfer Agent (‘RTA’) in case the shares are held by them in physical form, quoting their folio number.

1. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send the details of such folios together with the share certificates for consolidating their holdings in one folio to the Company or Company’s RTA i.e. Bigshare Services Private Limited 302, Kushal Bazar, 32-33, Nehru Place, New Delhi 110019, Tel.: 011-42425004, Email: mukesh@bigshareonline.com (“RTA/Bigshare”) and a consolidated share certificate will be issued to such Members after making requisite changes.

2. Members are requested to intimate changes, if any, pertaining to their name, postal address, e-mail address, telephone/mobile numbers, Permanent Account Number (“PAN”), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc.

3. a. For shares held in electronic form: to their Depository Participant only and not to the Company’s RTA. Changes

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intimated to the Depository Participant will then be automatically reflected in the Company’s records which will help the Company and its RTA provide efficient and better service to the Members.

• b. For shares held in physical form: to the Company’s RTA in prescribed Form ISR-1 and other forms pursuant to SEBI circular SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated 3rd November, 2021, as per instructions mentioned in the form. The said form can be downloaded from the company’s website at https:// - -

• servotech.in/investors/investors corner/updation physical-shareholders and is also available on the website of the RTA.

• Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated 25th January, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests, viz., Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/ folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR-4. The said form can be downloaded from the company’s website at https://servotech.in/investors/ investors-corner/updation-physical-shareholders and is also available on the website of the Company’s Registrar and Share Transfer Agent i.e. Bigshare Financial Services Private Limited (“Bigshare/RTA”). It may be noted that any service request can be processed only after the folio is KYC Compliant.

• SEBI vide its notification dated 24th January, 2022 has amended Regulation 40 of the SEBI Listing Regulations and has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialization, Members are advised to dematerialize the shares held by them in physical form. Members can contact the Company or the Company’s RTA i.e. Bigshare, for assistance in this regard.

• Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with the Company/RTA (in case of shares held in physical mode) and depositories (in case of shares held in demat mode). A Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in

Form No. 15G/15H, to avail the benefit of non-deduction of tax at source by email to the Company at investor.relations@ servotechindia.com or to its RTA at info@bigshareonline. com by 31[st] July, 2022. Shareholders are requested to refer to communication on this subject sent by the Company to them through e-mail or may visit the Company website www. servotech.in, for further details and formats of declaration.

Kindly note that the relevant documents should be emailed to Bigshare Financial Services Private Limited, the Registrar and Transfer Agent (“Bigshare”) of the Company, at info@ bigshareonline.com. You can also email the same to investor.relations@servotechindia.com.

In case tax on dividend is deducted at a higher rate in the absence of receipt of the aforementioned details/ documents, you would still have the option of claiming refund of the excess tax paid at the time of filing your income tax return. No claim shall lie against the Company for taxes so deducted at higher rate. Copies of the TDS certificate will be emailed to you at your registered email ID.

1. The members intending to seek any information on Annual Financial Statements or any matter placed/to be placed at the meeting are requested to kindly write to the Company on or before -26th September, 2022 through email on investor. relations@servotechindia.com. The same will be replied by the Company suitably.

2. The additional details of Directors retiring by rotation/seeking appointment/re-appointment, pursuant to Regulation 36(3) of the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI Listing Regulations”) and the Secretarial Standards issued by the Institute of Company Secretaries of India, is annexed as Annexure-I and forms integral part of this Notice.

3. In accordance with the provisions of Section 124(2) of the Act, the Company has uploaded the details of unclaimed dividend in respect of interim dividend declared during the financial year 2021-22, on the website of the Company. Shareholders may kindly check the said information and if any dividend amount is appearing as unpaid against their name, they may lodge their claim, duly supported by relevant documents to the Company.

4. All the documents referred to in the accompanying notice and explanatory statement annexed thereto shall be available for inspection by the members at the Registered Office of the Company on all working days (except Saturdays, Sundays & Public Holidays) during 11:00 a.m. to 02:00 p.m. from the date of circulation of this notice up to the date of AGM. These documents along with the extracts from Register of Directors and Key Managerial Personnel & their shareholding and the Register of Contracts & Arrangements in which directors are interested shall be available for inspection in electronic mode during the meeting to any person having right to attend the meeting.

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1. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised not to leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DPs and holdings should be verified from time to time.

2. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

1. Voting through electronic means

• I. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated 8th April, 2020, 13th April, 2020 and 5th May, 2020 the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as venue voting on the date of the AGM will be provided by NSDL.

• II. Mr. Debabrata Deb Nath, Partner- R&D Company Secretaries (“ICSI Membership No. 7775 and C.P. No. 8612”), has been appointed as the Scrutinizer to scrutinize the remote e-voting process and the voting at AGM in a fair and transparent manner.

• III. The cut-off date for the purpose of voting (including remote e-voting) is Friday, 23[rd] September, 2022.

• IV. The Members who have cast their vote by remote e-voting prior to the AGM may also attend/ participate in the AGM through VC/OAVM but shall not be entitled to cast their vote again.

V.	The remote e-voting facility will be available during the following period after which the portal shall forthwith be blocked and shall not be available: Commencement of remote e-voting 09:00 a.m. (IST) on Tuesday, 27th September, 2022 End of remote e-voting 05:00 p.m. (IST) on Thursday, 29th September, 2022

• VI. During this period, Members holding shares either in physical form or in dematerialized form, as on Friday, 23[rd ] September, 2022 i.e. cut-off date, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Those Members, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the AGM.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:

The remote e-voting period begins on Tuesday, 27[th ] September, 2022 at 09:00 A.M. and ends on Thursday, 29[th] September, 2022 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. Friday, 23[rd] September, 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 Friday, 23[rd ] September, 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:

- Step 1: Access to NSDL e Voting system

• A. Login method for e-Voting and joining virtual meeting 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.

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

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4.	ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl. comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial 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 or joining virtual meeting & voting during the meeting. 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 athttps:// eservices.nsdl.com/SecureWeb/IdeasDirectReg.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 Verifcation 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-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 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. 2. 3. 4.	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 arehttps://web.cdslindia.com/ myeasi/home/loginorwww.cdslindia.comand click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL. Click onNSDLto cast your vote. If the user is not registered for Easi/Easiest, option to register is available athttps://web. cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.comhome 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-Votingis inprogress.
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 duringthe remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting.

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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	Members facing any technical issue in login can contact NSDL helpdesk by sending a
securities in demat mode with NSDL	request atevoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding	Members facing any technical issue in login can contact CDSL helpdesk by sending a
securities in demat mode with CDSL	request athelpdesk.evoting@cdslindia.comor contact at 022- 23058738 or 022-
	23058542-43

B) Login Method for e-Voting and joining virtual meeting 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.

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 below :

proceed to Step 2 i.e. Cast your vote electronically. Your User ID details are given below :	proceed to Step 2 i.e. Cast your vote electronically. 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 Benefciary ID For example if your Benefciary 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 use 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.

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

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

• 1. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box. 8. Now, you will have to click on “Login” button.

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

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

How to cast your vote electronically and join General Meeting 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 and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

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. 7. 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 rndregular@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 toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to Ms. Pallavi Mhratre at 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 Company’s RTA at mukesh@ bighsareonline.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 investor.relations@servotechindia.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 and joining virtual meeting for Individual shareholders holding securities in demat mode.

1. 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.

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.

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THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at investor.relations@servotechindia.com. The same will be replied by the company suitably.

6. Members who would like to express their views/ask questions as a speaker at the Meeting may pre-register themselves by sending a request from their registered e-mail address mentioning their names, DP ID and Client ID/Folio number, PAN and mobile number at investor.relations@ servotechindia.com between Friday, 23rd September, 2022 (09.00 a.m. IST) and Monday, 26th September, 2022 (05.00 p.m. IST). The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

OTHER INSTRUCTIONS

• i. The voting rights of members shall be in proportion to their shares in the paid up equity share capital of the Company as on cut-off date i.e. 23rd September, 2022. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories, as on cut-off date only shall be entitled to avail the facility of e-Voting system during the AGM.

• ii. The result shall be declared not later than 48 hours from conclusion of this Annual General Meeting. The results declared shall be communicated to National Stock Exchange of India Limited, NSDL, M/s. Bigshare Financial Services Private Limited (i.e. Registrar & Share Transfer Agent of the Company) and shall also be displayed on the website of the Company i.e. www.servotechindia.com.

• iii. Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed on date of Annual General Meeting i.e. Friday, 30th September, 2022.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

ITEM NO. 4

The Members of the Company, in their 12th Annual General Meeting (“AGM”) held on 30th September, 2016, approved the appointment of M/s. Gupta Jalan & Associates (“GJA”), Chartered Accountants, (Firm Registration No. 03721N), as the Auditors of the Company for a period of 5 (five) years until the conclusion of 17th AGM in the year 2021, thereafter, M/s. Gupta Jalan and Associates were once again appointed for a period of 1 year commencing from the conclusion of 17th Annual General Meeting (“AGM”) until this i.e. 18th AGM to be held in the calendar year 2022. GJA will complete their present term on conclusion of this AGM in terms of the said approval and Section 139 of the Companies Act, 2013 (‘the Act’) read with the Companies (Audit and Auditors) Rules, 2014. However, with the completion of said tenure, GJA will complete 2 terms of 5 consecutive years.

Therefore, the Board of Directors of the Company (“the Board”), on the recommendation of the Audit Committee (“the Committee”), have recommended for the approval of members, appointment of M/s. Rohit KC Jain and Co., Chartered Accountants (Firm Registration No. 020422N) as the Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of the ensuing AGM till the conclusion of the 23rd AGM of the Company to be held in the year 2027. Further, on the recommendation of the Audit Committee, the Board has approved Rs. 4,72,000/- (Rupees Four Lakhs Seventy Two Thousand only) as audit fee (plus applicable taxes and out of pocket expenses, if any) for FY 2022-23 which shall be reviewed every year and payable subject to approval of the members for their appointment in this AGM.

The Audit Committee considered various parameters like capability to serve the business landscape, audit experience in the Company’s operating segments, market standing of the firm, clientele served, etc., and found M/s. Rohit KC Jain and Co., Chartered Accountants to be best suited for auditing the financial statements of the Company.

Brief Profile:

Rohit KC Jain & Co.’s (Firm Regn. No.:020422N) professional blended with approach personal touch has earned the firm enormous confidence of all its clients, which is reflected in an enduring business relationship that it enjoys with them.

Rohit KC Jain & Co. prides itself on being an independent Indian Firm. Their focus has always been to offer a personal service with the quality and assurances expected of a modern

Chartered Accountancy practice. Their Company is a global leader in assurance, tax, transaction, enterprise risk services, financial advisory and consulting to a wide range of local and multinational clients.

Rohit KC Jain & Co.’s professional blended with approach personal touch has earned the firm enormous confidence of all its clients, which is reflected in an enduring business relationship that it enjoys with them.

The firm has a workforce of more than 50 people in 6 offices across 2 Countries and 4 States. Our staff includes Advocates, Chartered Accountants, MBAs and other technically qualified persons.

M/s. Rohit KC Jain and Co., Chartered Accountants have confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act and that they are not disqualified to be appointed as statutory auditor in terms of the provisions of the proviso to Section 139(1), Section 141(2) and Section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

None of the Directors and Key Managerial Personnel of the Company (including relatives of Directors and Key Managerial Personnel) are in any way, whether financially or otherwise, concerned or interested, in the said resolution.

The Board of Directors recommend the resolution as set out at item No. 4 of the Notice for approval by the members as an Ordinary Resolution.

ITEM NO.: 5

On the recommendation of Nomination and Remuneration Committee (“NRC”), the Board of Directors (“Board”) in its meeting held on 9th August, 2022, had appointed Mr. Jorg Gabler (DIN: 09699666), as an Additional Director in the capacity of NonExecutive & Non-Independent Director of the Company w.e.f. 9th August, 2022. In accordance with the provisions of Section 161 of the Companies Act, 2013 (“the Act”) and the Articles of Association of the Company, he shall hold office up to the date of this AGM. As required under section 160 of the Act, a notice has been received from a Member signifying its intention to propose the appointment of Mr. Gabler as the Director.

The Board is of the opinion that Mr. Gabler, is a person of integrity and possesses relevant expertise and experience and is eligible for the position of a Director of the Company and fulfills the conditions specified by the Companies Act, 2013 including Rules framed thereunder and the SEBI Listing Regulations and that he is independent of the management of the Company. The Board considers that his association as Director will be of immense benefit and will be in the best interest of the Company.

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SERVOTECH POWER SYSTEMS LIMITED ANNUAL REPORT 2021-22

His brief resume, the nature of his expertise in specific functional areas, names of companies in which he holds directorship, committee memberships/chairmanships, his shareholding etc., are separately annexed hereto. Additional information in respect of Mr. Gabler, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings (SS-2) is appearing in the Annexure to this Notice and in the Annual Report under Directors’ Report and Report on Corporate Governance.

None of the Directors or Key Managerial Personnel of the Company (including relatives of the Directors and Key Managerial Personnel) other than Mr. Gabler himself and his relatives, are concerned or interested, financially or otherwise, in this resolution.

Accordingly, based on the recommendation of the NRC, the Board recommends the resolution as set out in item No. 5 of the Notice for approval by the members as Ordinary Resolution..

ITEM NO. 6

Brief Profile of Mr. Gabler:

Mr. Jorg Gabler, is German-American citizen, with 22 years of experience in the German-American and German Indian business culture.

From 2016–2022, Mr. Gabler has been Principal Advisor/ Director of the Indo German Energy Program. Prior to that, Mr. Gabler was the Managing Director of Wagner Solar Inc from 4/2009–11/2015; the US division of Wagner & Co; the German pioneer of solar energy system manufacturing.

Mr. Gabler holds a BA International Business Administration from Northeastern University and M.Sc from the TU Vienna in Renewable Energy Technologies. At GIZ India; an assignment since 04/2016, Mr. Gabler is heading the Grid Integration and Solar Division supporting the Indian Government in reaching the 450 GW solar target by 2030 across 11 states. His work portfolio includes professional studies on Grid Integration for distribution licensee’s supporting DISCOM’s with integration of high shares of vRE, Sector wide enabling of a Solar Economy including Capacity Building and International Expert Exchanges programs, Pilot and Demonstration project (PV Port & Store; SHIVALIK with 100 kW Solar and 500 kWH Battery Delhi largest MiniGrid; PVT Technology), and the largest skilling program for solar professionals across India–iRISE. Mr. Gabler will be supporting ISA in its international expansion starting August 2022.

Further, Mr. Gabler has also confirmed that he is not disqualified from being appointed as Director under Section 164 of the said Act nor debarred from holding the office of director by virtue of any SEBI order or any other such authority and has given his consent to act as a Director of the Company. Mr. Gabler has been appointed in the category of Non-Executive & Non-Independent Director for a term of 1 year to hold office from 9th August, 2022 to 8th August, 2023, liable to retire by rotation.

A copy of draft letter of appointment of Mr. Gabler as NonExecutive & Non-Independent Director setting out the terms and conditions of his appointment is available for inspection by members at the Registered Office of the Company.

Based on the recommendation of the Nomination and Remuneration Committee (“NRC”), the Board of Directors at its meeting held on 9th August, 2022, appointed Mr. Sampat Rai (DIN: 07710412) as an Additional Director of the Company and also as an Independent Director, not liable to retire by rotation, for a term of three years i.e. from 9th August, 2022 to 8th August, 2025, not liable to retire by rotation subject to the approval of the Members. According to the provisions of Section 161(1) of the Companies Act, 2013 (‘the Act’), Mr. Rai shall hold office as Additional Director up to the date of this Annual General Meeting and is eligible to be appointed as a Director.

The Company has, in terms of Section 160(1) of the Act, received in writing a notice from Member, proposing his candidature for the office of Director. The profile and specific areas of expertise of Mr. Rai are provided as Annexure to this Notice. Mr. Rai has given his declaration to the Board that he meets the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), and is not restrained from acting as a Director under any order passed by the Securities and Exchange Board of India or any such authority and is eligible to be appointed as a Director in terms of Section 164 of the Act. He has also given his consent to act as a Director. In the opinion of the Board, Mr. Rai is a person of integrity, possesses the relevant expertise/experience, and fulfills the conditions specified in the Act and the Listing Regulations for appointment as an Independent Director and he is independent of the management. In terms of Regulation 25(8) of Listing Regulations, Mr. Rai has confirmed that he is not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties.

Brief Profile of Mr. Rai:

Mr. Sampat Rai has had a long corporate career of over 40 years has been on a very large canvas beginning at HCL. Later he was Regional Manager at Superphone India Pvt Ltd followed by Marketing Manager at Bharti Group.

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He has helped foreign multinationals and medium sized companies from Canada, USA, Germany and Portugal to successfully enter markets in India, Sri Lanka, Bangladesh, Nepal and Burma. Very widely travelled across all parts of the globe he has trained senior and youngsters alike in the art of global working skills.

A former Vice President in well-known Indian corporates, Mr. Sampat Rai has worked in various industry verticals like Telecom, Computers, Surveillance etc. He, as a Management Consultant has turned around several companies in Instrumentation, Exports and the largest Fitness equipment company (among many others) in India.

He has been a speaker at many corporates on various topics in management. He has also been invited to speak to large audiences of students in Universities like Amity etc.

He is a graduate from Kanpur University and pursued PGDM in Marketing Management and Finance from Jamnalal Bajaj Institute of Management Studies, Mumbai in 1976.

Given his experience, the Board considers it desirable and in the interest of the Company to have Mr. Rai on the Board of the Company and accordingly the Board recommends the appointment of Mr. Rai as an Independent Director as proposed in the Resolution no. 6 for approval by the Members as a Special Resolution.

Except for Mr. Rai and/or his relatives, no other Directors, Key Managerial Personnel, or their respective relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution. Disclosures, as required under Regulation 36 of the Listing Regulations and Secretarial Standard-2 on General Meetings issued by the Institute of Company Secretaries of India, are annexed to this Notice.

Theterms and condition of appointment of the Independent Directors are uploaded on the website of the Company at https://www.servotech.in/investors/corporate-governance and is available for inspection by members at the Registered Office of the Company.

ITEM NO. 7

Ms. Sarika Bhatia, was re-appointed and designated as Wholetime Director of the Company by the Board at its Meeting held 21st August, 2019 for a period of 5 (five) years i.e. from 21st August, 2019 to 20th August, 2024. The same was subsequently approved by the members at the AGM held on 30th August, 2021.

Further, considering the contribution of Ms. Bhatia and the progress made by the Company under her guidance and as

per the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on 27th August, 2022 approved the revision in the remuneration of Ms. Bhatia for period of remaining term, therefore the approval of the members of the Company is sought for revision in the remuneration as provided in the Resolution no. 7 as minimum remuneration for the remaining period of her appointment, in case of inadequacy or absence of profits.

Ms. Bhatia satisfies all the conditions set out in Section 196 of the Companies Act, 2013 (“Act”) and Part-I of Schedule V to the Act for being eligible for her appointment. She is not disqualified from being appointed as Director in terms of Section 164 of the Act. After the appointment as Whole-time Director, Ms. Bhatia has attended all the Board Meeting(s).

This explanatory statement may also be read and treated as disclosure in compliance with the requirements of Section 190 of the Act. Details of Ms. Bhatia are provided in the “Annexure” to the Notice pursuant to the provisions of the Listing Regulations and SS-2 issued by the ICSI.

The details of remuneration payable to Ms. Bhatia is as mentioned below:

	1	Gross	Gross Annual Remuneration in the
		Remuneration	scale from Rs. 30,00,000/- p.a. to Rs.
			48,00,000/- p.a. with such increments
			as may be decided by the Board of
			Directors (hereinafter referred to as
			“the Board” which term shall also be
			deemed to include the Nomination and
			Remuneration Committee and/or any
			other-subcommittee thereof constituted
			by the Board) within the scale from
			time to time during her tenure whether
			paid as salary and/or allowance(s) or a
			combination thereof
	2	Perquisites	The perquisites shall be paid as per the Rules of the Company in accordance
			with the provisions of the Income Tax
			Act, 1961.
	3	Commission	Commission, if any, shall be paid over
			and above the total remuneration as
			mentioned hereinabove based on the
			net profts of the Company, computed
			in accordance with the provisions of the
			Act, in a particular fnancial year as may
			be determined by the Board.

The Board, therefore, recommends the Special Resolution at Item No. 7 of the Notice for approval by the Members.

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SERVOTECH POWER SYSTEMS LIMITED ANNUAL REPORT 2021-22

Except Mr. Raman Bhatia (Spouse of Ms. Bhatia) and Ms. Bhatia herself, none of the Directors and Key Managerial Personnel of the Company or their relatives is concerned or interested, financially or otherwise in the resolution set out at Item no. 7 of this Notice.

ITEM NO. 8

The Board of Directors of the Company, on recommendation of the Audit Committee, at its meeting held on 9th August, 2022, had re-appointed M/s. N N Sharma & Associates, Cost Accountants (FRN. No. 101702) as Cost Auditors for the Financial Year 2022-23 at a remuneration of Rs. 30,000/- (including out of pocket expenses) plus applicable taxes.

In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records & Audit), Rules, 2014, the remuneration payable to the Cost Auditor is to be ratified by the Members of the Company. Accordingly, the Members are requested to ratify the remuneration payable to the Cost Auditors to conduct the cost audit for the Financial Year 2022-23.

None of Directors, Key Managerial Personnel of the Company or their relatives are in any way connected or interested, financially or otherwise, in the Ordinary Resolution set out in Item No. 8 of the Notice.

The Board recommends the Ordinary Resolution set out at item no. 8 of the Notice for approval of the members.

FOR AND ON BEHALF OF SERVOTECH POWER SYSTEMS LIMITED

PRIYA PANDEY Date: 27[th] August, 2022 COMPANY SECRETARY Place: New Delhi ICSI MEMBERSHIP NO.: A35815

Registered Office:

Add.: 806, 8[th] Floor, Crown Heights, Hotel Crown Plaza, Sector-10, Rohini, New Delhi-110085

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Annexure-1

DETAILS OF DIRECTORS SEEKING APPOINTMENT AND RE-APPOINTMENT AT THE 17TH ANNUAL GENERAL MEETING (PURSUANT TO REGULATION 36(3) OF THE SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, READ WITH SECRETARIAL STANDARD-2 ISSUED BY THE INSTITUTE OF COMPANY SECRETARIES OF INDIA)

PARTICULARS				DETAILS
Name of Director		Mr. Jorg Gabler		Mr. Sampat Rai		Ms. Sarika Bhatia
Director’s Identifcation		09699666		07710412		00155602
Number (DIN)
Qualifcations		BA International Business		PGDM in Marketing		Bacholer’s in Commerce
		Administration		Management and Finance
Date of Birth & Age		14thMay, 1968 (54 years)		25thNovember, 1952 (69		30thJune, 1978 (44 years)
				years)
Date of First Appointment		9thAugust, 2022		9thAugust, 2022		24thSeptember, 2004
on Board
Nature of expertise in		More than 22 years of		More than 40 years of		More than 15 years of
specifc functional area		experience in the German-		experience in Management		experience in Sales,
		American and German Indian		Consulting Business		Marketing, Business
		business culture and solar				Operations and Development.
		energy system manufacturing
List of Directorships of		NIL		NIL		NIL
other Boards*
Chairmanship/Membership		NIL		NIL		Committee of Board of
of						Directors
Committees of other
Boards
Number of Shares held in		NIL		NIL		25,79,675
the Compan
Relationship between		NIL		NIL		Wife of Mr. Raman Bhatia,
Directors inter-se						Managing Director of the
						Company.
Last Salary Drawn		Mr. Gabler is appointed for the		Mr. Rai is appointed for the		30,00,000/- p.a.
(in Rs.)		frst time. Therefore, we do not		frst time. Therefore, we do
		have any previous details of		not have any previous details
		remuneration paid.		of remuneration paid.

*For the purposes of Directorships on other Boards, only Indian Companies are considered.

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SERVOTECH POWER SYSTEMS LIMITED

ANNUAL REPORT 2021-22

STATEMENT OF INFORMATION FOR THE MEMBERS PURSUANT TO SECTION II OF PART II OF SCHEDULE V TO THE COMPANIES ACT, 2013 W.R.T. ITEM 3

1.	Background details	These details form part of the disclosure required under SEBI Listing
		Regulations provided hereinbelow under the heading “Nature of expertise in
		specifc functional area”
2.	Past remuneration	These details form part of the disclosure required under SEBI Listing
		Regulations provided hereinbelow under the heading “Last Salary drawn”
3.	Recognition or awards	Ms. Bhatia has been awarded with various awards namely “Chota Business
		Bade Sapne in 2010”, “Best Emerging Manufacturer of Led Lights & Solar
		Products In Delhi/NCR:2016”, “Green Entrepreneur of the Year 2016”,
4.	Job profle and his suitability	These details form part of the disclosure required under SEBI Listing
		Regulations provided hereinbelow under the heading “Nature of expertise in
		specifc functional area”
5.	Remuneration proposed	These Details form part of explanatory statement
6.	Comparative remuneration profle with	The exact fgures are not readily available. However, the proposed
	respect to industry, size of the company,	remuneration is reasonably justifed in comparison with the general market
	profle of the position and person (in	trends and remuneration package of top-level managerial persons having
	case of expatriates the relevant details	comparative qualifcations and experience.
	would be w.r.t. the country of his origin)
7.	Pecuniary relationship directly or	Ms. Bhatia is the Promoter and Managing Director. Save as the managerial
	indirectly with the company, or	remuneration he does not have any other material pecuniary relationship with
	relationship with the managerial	the Company.
	personnel, if any

The aforesaid should also be deemed to be notice of the abstract for terms of appointment and payment of remuneration the Wholetime Director.

In term of the provision of Schedule V of the Companies Act, 2013, additional disclosure is also given under appropriate head(s) in the Corporate Governance report which forms an integral part of this report.

FOR AND ON BEHALF OF SERVOTECH POWER SYSTEMS LIMITED

Date: 27[th] August, 2022 Place: New Delhi

PRIYA PANDEY COMPANY SECRETARY ICSI MEMBERSHIP NO.: A35815

Registered Office: Add.: 806, 8[th] Floor, Crown Heights, Hotel Crown Plaza, Sector-10, Rohini, New Delhi-110085

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