SIGMA ADVANCED SYSTEMS LIMITED — AGM Information 2021

Jun 6, 2021

Notice of the 21st Annual General Meeting

Notice is hereby given that the 21st Annual General Meeting (AGM) of the Members of MEGASOFT LIMITED will be held on Monday, the 28th June, 2021, at 10.00 a.m. IST through Video Conferencing ("VC") / Other Audio-Visual Means ("OAVM") to transact the following businesses:-

Ordinary Business:

(1) Adoption of Financial Statements

To receive, consider and adopt:

• (i) The Audited Financial Statements of the Company for the year ended 31st March, 2021, the report of the Auditors thereon and the Directors' Report.
• (ii) The Audited Consolidated Financial Statements of the Company for the year ended 31st March,2021 and the report of the Auditors thereon.

(2) Re-appointment of Director

To appoint a Director in place of Mr. G. V. Kumar (DIN- 00059107), who retires by rotation and, being eligible, offers himself for re-appointment.

Special Business

(3) Appointment of Branch Auditor

To consider and if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of section 143 (8)and other applicable provisions, if any, of the Companies Act, 2013, as amended from time to time, and the Rules framed thereunder, the Board be and is hereby authorized to appoint from time to time Branch Auditors of any Branch office of the Company, whether existing or which may be opened/acquired hereafter outside India, based on the recommendation of the Audit/ Risk & Compliance Committee, in consultation with the Company's Auditors, any person(s) qualified to act as Branch Auditor within meaning of section 143(8)of the Companies Act, 2013 and to fix their remuneration."

(4) Appointment of Mr. Kalyan Vijay Sivalenka as an Independent Director (Non-Executive) of the Company:

To consider and if thought fit, to give assent/ dissent to the following Resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152, 197, 198 read with Schedule-IV and V thereto and other applicable provisions of the Companies Act, 2013 and the rules framed there under (including any statutory modification(s) or re-enactment thereof) and on the basis of the recommendation of the Nomination and Remuneration Committee and consent of the Board of Directors at their Meetings held on 05th May 2021, the approval of the Members of the Company be and is hereby accorded for appointment of Mr. Kalyan Vijay Sivalenka (DIN-06404449), as an Independent Director (Non-Executive) of the Company not liable to retire by rotation and to hold office for a for a period of 5 consecutive years i.e. upto 27th June, 2026."

"RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby severally authorized to sign the requisite forms/ documents and to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required to give effect to the aforesaid resolution."

(5) Appointment of Mr. Upendar Mekala Reddy as an Independent Director (Non-Executive,) of the Company:

To consider and if thought fit, to give assent/ dissent to the following Resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 152, 197, 198 read with Schedule-IV and V thereto and other applicable provisions of the Companies Act, 2013 and the rules framed there under (including any statutory modification(s) or re-enactment thereof) and on the basis of the recommendation of the Nomination and Remuneration Committee and consent of the Board of Directors at their Meetings held on 05th May 2021, the approval of the Members of the Company be and is hereby accorded for appointment of Mr. Upendar Mekala Reddy (DIN-08898174), as an Independent Director (Non-Executive) of the Company not liable to retire by rotation and to hold office for a for a period of 5 consecutive years i.e. upto 27th June,2026."

"RESOLVED FURTHER THAT, the Board of Directors of the Company be and are hereby severally authorized to sign the requisite forms/ documents and to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required to give effect to the aforesaid resolution."

By order of the Board of Directors For Megasoft Limited

……………………………. GV Kumar (DIN: 00059107) Managing Director

Place: Hyderabad Date: 05th May 2021

NOTES:

• 1. In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (MCA) vide Circular No. 02/2021 dated January, 13, 2021 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January, 15, 2021 had permitted Companies to conduct Annual General Meeting (AGM) during the year 2021 through video conferencing (VC) or Other Audio Visual Means (OAVM), without the physical presence of the members at common venue. In compliance with the MCA Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January, 13, 2021 (MCA Circulars) and Securities and Exchange Board of India (SEBI) vide Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January, 15, 2021, applicable provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 21st AGM of the Company is being convened and conducted through VC/ OAVM. The deemed venue of the AGM shall be the Registered Office of the Company.
• 1. Pursuant to 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 MCA Circulars 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 Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-Voting's agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.
• 1. A statement pursuant to Section 102(1) of the Companies Act, 2013 relating to certain ordinary business and the special businesses to be transacted at the 21st AGM is annexed hereto. All documents referred to in the accompanying Notice and the Explanatory Statement shall be available for inspection electronically. Members seeking to inspect such documents can send an email to investors@megasoft.com.
• 1. Since the 21st AGM is being held through VC/ OAVM, the route map of the venue of the Meeting is not annexed to this Notice.
• 1. As per the provisions under the MCA Circulars, Members attending the 21st AGM through VC/ OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.The Company has appointed Mr. M Damodaran & Associates, LLP, to act as the Scrutinizer, to scrutinize the evoting process in a fair and transparent manner.
• 1. Pursuant to MCA Circular No. 14/2020 dated April 08, 2020, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, in pursuance of Section 112 and Section 113 of the Companies Act, 2013, representatives of the members such as the President of India or the Governor of a State or body corporate can attend the AGM through VC/OAVM and cast their votes through e-voting.
• 1. The Scrutinizer will, after the conclusion of e-voting at the Meeting, scrutinize the votes cast at the Meeting and votes cast through remote e-voting, make a consolidated Scrutinizer's Report and submit the same to the Chairman. The result of e-voting will be declared within 48 hours of the conclusion of the Meeting and the same, along with the consolidated scrutinizer's Report will be placed on the website of the company www.megasoft.com and on the website of CDSL at https://evoting.india.com. The results will simultaneously be communicated to the stock exchanges.
• 1. The Register of Members and Share Transfer books will remain closed from Tuesday, June 22, 2021 to Monday, June 28, 2021 (both days inclusive).
• 1. Members may note that pursuant to the General Circular No. 20/2020 dated May 5, 2020 issued by the MCA, the Company has enabled a process for the limited purpose of receiving the Company's Annual Report and

Notice for the Annual General Meeting (including remote e-voting instructions) electronically, and Members may temporarily update their email address by sending email at investor@cameoindia.com.

• 1. After due verification and receipt of email address updation request, the Company will send the annual report at your registered email address.
• 1. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending further communication(s).
• 1. Members who are holding shares in physical form in identical order of names in more than one folio are requested to send to the Company or its Registrar and Share Transfer Agent the details of such folios together with the share certificates for consolidating their holding in one folio. The share certificates will be returned to the Members after making requisite changes, thereon. Members are requested to use the share transfer form SH-4 for this purpose.
• 1. In accordance with the proviso to Regulation 40(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective from April 1, 2019, transfers of securities of the Company shall not be processed unless the securities are held in the dematerialized form with a depository. Accordingly, shareholders holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them and participate in corporate actions.
• 1. Non-resident Indian shareholders are requested to inform about the following immediately to the Company or its Registrar and Share Transfer Agent or the concerned Depository Participant, as the case may be:- a) the change in the residential status on return to India for permanent settlement, and b) the particulars of the NRE account with a Bank in India, if not furnished earlier.
• 1. Members holding shares in single name and physical form are advised to make nomination in respect of their shareholding in the Company. The Nomination Form SH-13 prescribed by the Government can be obtained from the Registrar and Share Transfer Agent or the Secretarial Department of the Company at its registered office.
• 1. The following documents will be available for inspection by the Members electronically during the 21st AGM: a) Register of Directors and Key Managerial Personnel and their shareholding, and the Register of Contracts or Arrangements in which the Directors are interested, maintained under the Companies Act, 2013.Members seeking to inspect such documents can send an email to investors@megasoft.com.
• 1. In case of any queries regarding the Annual Report, the Members may write to investors@megasoft.com to receive an email response.
• 1. 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 to at least 1000 members on a 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. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.megasoft.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.

I. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:

• 1. In compliance with the MCA Circulars and SEBI Circulars the notice of the 21st AGM along with the Annual Report 2020-21 are being sent only by electronic mode to those Members whose e-mail addresses are registered with the Company/ Depositories. Members may please note that this Notice and Annual Report 2020-21 will also be available on the Company's website at http://www.megasoft.com/reports.html?, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.
• 1. Members who have not registered their e-mail address are requested to register the same in respect of shares held in electronic form with the Depository through their Depository Participant(s) and in respect of shares held in physical form by writing to the Company's Registrar and Share Transfer Agent, Cameo Corporate Services Limited, Subramanian Building" No.1 Club House Road Chennai-600002, Tamilnadu at investor@cameonindia.com

II. THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING AND E-VOTING DURING AGM AND JOINING MEETING THROUGH VC/ OAVM ARE AS UNDER:

• 1. Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of SEBI Listing Regulations, the Company has provided the facility to Members to exercise their right to vote by electronic means both through remote e-voting ("remote e-voting'')and e-voting during the AGM.
• 1. In case of joint holders attending the Meeting, only such joint holders who are higher in the order of names will be entitled to vote.
• 1. The voting period begins on Thursday, June 24, 2021 at 9.00 a.m. and ends on Sunday, June 27, 2021 at 5.00 p.m. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date Monday, June 21, 2021 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• 1. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/ retail shareholders is at a negligible level.
• 1. Currently, there are multiple e-voting service providers (ESPs) providing e-voting facilities to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
• 1. In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
• 1. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 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.
• 1. Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meeting is given below:

Type ofshareholders	Login Method
IndividualShareholdersholdingsecurities inDemat modewith CDSL	i.Users who have opted for CDSL's Easi / Easiest facility, can login through theirexisting user id and password. Option will be made available to reach e-Votingpage without any further authentication. The URLs for users to login to Easi /Easiest are https://web.cdslindia.com/myeasi/home/login or www.cdslindia.comand click on Login icon and select New System Myeasi.
	ii.After successful login the Easi / Easiest user will be able to see the e-Voting Menu.On clicking the e-voting menu, the user will be able to see his/her holdings alongwith links of the respective e-Voting service provider i.e. CDSL/ NSDL/ KARVY/ LINKINTIME as per information provided by Issuer / Company. Additionally, we areproviding links to e-Voting Service Providers, so that the user can visit the e-Votingservice providers' site directly.
	iii.If the user is not registered for Easi/Easiest, option to register is availableat https://web.cdslindia.com/myeasi./Registration/ EasiRegistration
	iv.Alternatively, the user can directly access e-Voting page by providing DematAccount Number and PAN No. from a link in www.cdslindia.com home page. Thesystem will authenticate the user by sending OTP on registered Mobile & Email asrecorded in the Demat Account. After successful authentication, user will beprovided links for the respective ESP where the e-Voting is in progress during orbefore the AGM.
IndividualShareholdersholdingsecurities indemat modewith NSDL	i.If you are already registered for the NSDL IDeAS facility, please visit the e-Serviceswebsite of NSDL. Open a webbrowser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Oncethe home page of e-Services is launched, click on the "Beneficial Owner" iconunder "Login" which is available under 'IDeAS' section. A new screen will open.You will have to enter your User ID and Password. After successful authentication,you will be able to see e-Voting services. Click on "Access to e-Voting '' under eVoting services and you will be able to see the e-Voting page. Click on companyname or e-Voting service provider name and you will be redirected to e-Votingservice provider website for casting your vote during the remote e-Voting periodor joining virtual meeting & voting during the meeting.

⮚ For Individual shareholders holding securities in Demat mode:

	ii.If the user is not registered for IDeAS e-Services, option to register is available at
	https://eservices.nsdl.com. Select "Register Online for IDeAS "Portal or clickat
	https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	iii.Visit the e-Voting website of NSDL. Open a 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 held with NSDL), Password/OTP and a Verification Code as shown on the
	screen. After successful authentication, you will be redirected to the NSDL
	Depository site wherein you can see the e-Voting page. Click on company name or
	e-Voting service provider name and you will be redirected to e-Voting service
	provider website for casting your vote during the remote e-Voting period or joining
	virtual meeting & voting during the meeting
Individual	You can also login using the login credentials of your demat account through your
Shareholders	Depository Participant registered with NSDL/CDSL for e-Voting facility.After
(holding	successful login, you will be able to see e-Voting options. Once you click on the e
securitiesin	Voting option, you will be redirected to the NSDL/CDSL Depository site after
dematmode)	successful authentication, wherein you can see the e-Voting feature. Click on
loginthroughtheir	company name or e-Voting service provider name and you will be redirected to eVoting service provider's website for casting your vote during the remote e-Voting
Depository	period or joining virtual meeting & voting during the meeting.
Participants

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

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

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

⮚ For non-individual shareholders and physical shareholders

• i. The shareholders should log on to the e-voting website www.evotingindia.com.

• ii. Click on Shareholders.

• iii. Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,
  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID
  • c. Members holding shares in Physical Form should enter Folio Number registered with the company.

• iv. Next enter the Image Verification as displayed and Click on Login.

• v. If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

• vi. If you are a first time user follow the steps given below:

	For Members holding shares in Demat Form and Physical Form
	i.Enter your 10 digit alpha-numeric *PAN issued by Income Tax
	Department (Applicable for both demat shareholders as well as physicalshareholders)
PAN
	ii.ShareholderswhohavenotupdatedtheirPANwiththe
	Company/Depository Participant are requested to use the sequence
	number sent by Company/RTA or contact Company/RTA.
	i.Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format)
Dividend	as recorded in your demat account or in the company records in order to
Bank Details	login.
OR
Date of	ii.If both the details are not recorded with the depository or company,
Birth (DOB)	please enter the member id / folio number in the Dividend Bank details
	field as mentioned in instruction (v).

vii. After entering these details appropriately, click on "SUBMIT" tab.

viii. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in Demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• ix. For Shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• x. Click on the EVSN for the Megasoft Limited on which you choose to vote.

• xi. On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• xii. Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

• xiii. After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

• xiv. Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

• xv. You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.

• xvi. If a Demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

• xvii. Facility for Non Individual Shareholders and Custodians –Remote Voting

• a. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.

• b.A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• c. After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• d. The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• e. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• f. Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; investors@megasoft.com , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

III. INSTRUCTIONS FOR ATTENDING THE AGM THROUGH VC/ OAVM & E-VOTING DURING MEETING ARE AS UNDER:

• 1. The procedure for attending meetings & e-Voting on the day of the AGM is the same as the instructions mentioned above for Remote e-voting.
• 1. The link for VC/OAVM to attend the meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.
• 1. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote at the AGM.
• 1. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.
• 1. Further shareholders will be required to allow cameras and use the Internet with a good speed to avoid any disturbance during the meeting.
• 1. 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.
• 1. Shareholders who would like to express their views/ ask questions during the meeting may register themselves as a speaker by sending their request in advance at least Seven (7) days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at investors@megasoft.com. The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance Seven (7) days prior to meeting mentioning their name, demat account number/ folio number, email id, mobile number at investors@megasoft.com. These queries will be replied to by the company suitably by email.
• 1. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ ask questions during the meeting.
• 1. Only those shareholders, who are 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 available during the AGM.
• 1. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

IV. PROCESS FOR THOSE SHAREHOLDERS WHO'S EMAIL ADDRESSES IS NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:

• 1. For Physical shareholders- please provide necessary details like 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 investors@megasoft.com.
• 1. For Demat shareholders -Please update your email id & mobile no. with your respective Depository Participant (DP).
• 1. For Individual Demat shareholders Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meeting through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at 022- 23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022-23058542/43.

EXPLANATORY STATEMENT

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

Annexed to the Notice convening the 21stAnnual General Meeting to be held on 28th June, 2021

Item No.3 – Appointment of Branch Auditor

The Company has branches outside India and may also open/ acquire new branches outside India in future. It may be necessary to appoint branch auditors for carrying out the audit of the accounts of such branches to meet the compliance of laws applicable in those countries. The Members are requested to authorize the Board of Directors of the Company to appoint branch auditors in consultation with the Company's Auditors and fix their remuneration.

None of the Directors or Key Managerial Personnel or their relatives is concerned or interested in the Resolution. Your Directors, therefore, recommend the resolution for your approval as Ordinary Resolution.

Item No.4 – Appointment of Mr. Kalyan Vijay Sivalenka as an Independent Director (Non-Executive) the Company

Mr. Kalyan Vijay Sivalenka was appointed as an Additional Director of the Company with effect from 29th September,2020, in accordance with the provisions of section 161 of the Companies Act,2013 read with the Articles of Association of the Company. Pursuant to Section 161 of the Companies Act, 2013 relevant rules, read with SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, and holds office only up to the date of the ensuing Annual General Meeting of the Company.

The matter regarding appointment of Mr. Kalyan Vijay SIvalenka was placed before the Nomination & Remuneration Committee, and considering his varied experience, it recommended his appointment as Independent Director for a term of 5 years upto 27th June, 2026 in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has received consent, declaration of non-disqualification in terms of Section 164 of the Companies Act, 2013, and a declaration from him stating that he meets the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per the provisions of section 149 of the Act, an Independent Director shall hold office for a term upto five consecutive years on Board of a Company and is not liable to retire by rotation.

In the opinion of the Board, Mr. Kalyan Vijay Sivalenka fulfills the conditions specified under Section 149 (6) of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for his appointment as an Independent Non-Executive Director of the Company and is independent of the management. The Board opined that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr. Kalyan Vijay Sivalenka as an Independent Director.

Accordingly, the Board recommends passing of the Special Resolution in relation to appointment of Mr. Kalyan Vijay Sivalenka as an Independent Director for a term of five consecutive years with effect from 28th June, 2021 to 27th June, 2026, for the approval by the shareholders of the Company.

Copy of the draft letter for appointment of Mr. Kalyan Vijay Sivalenka as an Independent Director (Non-Executive) setting out terms and conditions would be available for inspection by members in terms of Note No. 4 of the Notes in the accompanying Notice.

Except Mr. Kalyan Vijay Sivalenka, No other Director(s) or Key Managerial Personnel(s) or their relatives is concerned or interested in the Resolution.

Item No. 5 – Appointment of Mr. Upendar Mekala Reddy as an Independent Director (Non-Executive) the Company

Mr. Upendar Mekala Reddy was appointed as an Additional Director of the Company with effect from 29th September,2020, in accordance with the provisions of section 161 of the Companies Act,2013 read with the Articles of Association of the Company. Pursuant to Section 161 of the Companies Act, 2013 relevant rules, read with SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, and holds office only up to the date of the ensuing Annual General Meeting of the Company.

The matter regarding appointment of Mr. Upendar Mekala Reddy was placed before the Nomination & Remuneration Committee, and considering his varied experience, it recommended his appointment as Independent Director for a term of 5 years upto 27th June,2026 in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has received consent, declaration of non-disqualification in terms of Section 164 of the Companies Act, 2013, and a declaration from him stating that he meets the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per the provisions of section 149 of the Act, an Independent Director shall hold office for a term upto five consecutive years on Board of a Company and is not liable to retire by rotation.

In the opinion of the Board, Mr. Upendar Mekala Reddy fulfills the conditions specified under Section 149 (6) of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for his appointment as an Independent Non-Executive Director of the Company and is independent of the management. The Board opined that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr. Upendar Mekala Reddy as an Independent Director.

Accordingly, the Board recommends passing of the Special Resolution in relation to appointment of Mr. Upendar Mekala Reddy as an Independent Director for a term of five consecutive years with effect from 28th June, 2021 to 27th June, 2026, for the approval by the shareholders of the Company.

Copy of the draft letter for appointment of Mr. Upendar Mekala Reddy as an Independent Director (Non-Executive) setting out terms and conditions would be available for inspection by members in terms of Note No. 5 of the Notes in the accompanying Notice.

Except Mr. Upendar Mekala Reddy, No other Director(s) or Key Managerial Personnel(s) or their relatives is concerned or interested in the Resolution.

By order of the Board of Directors For Megasoft Limited

…………………………. GV Kumar (DIN: 00059107) Managing Director

Place: Hyderabad Date: 05th May, 2021