Silly Monks Entertainment Limited — Proxy Solicitation & Information Statement 2024

Apr 4, 2024

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SWARUPA RANI Digitally signed by SWARUPA RANI KAMARAPU KAMARAPU Date: 2024.04.03 17:45:47 +05'30'

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SILLY MONKS ENTERTAINMENT LIMITED CIN: L92120TG2013PLC090132

Registered Office: Survey No.91,3rd Floor, Technical Block, Sundarayya Vignana Kendram, Gachibowli, Hyderabad-500032, Telangana, India.

Tele No.: 040 - 2300 4518/80081 21236

Email: investor@sillymonks.com, Web: www.sillymonks.com .

POSTAL BALLOT NOTICE

[Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, as amended]

VOTING STARTS ON	VOTING ENDS ON
Monday, 8thApril 2024 at 9.00 a.m.(IST)	Tuesday, 7thMay2024 at 5.00p.m.(IST)

Dear Member,

NOTICE is hereby given pursuant to Section 110 read with Section 108 and other applicable provisions, if any, of the Companies Act, 2013, (‘Act’) (including any statutory modification or reenactment thereof for the time being in force), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, (‘Rules’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), Secretarial Standard - 2 on General Meetings issued by The Institute of Company Secretaries of India (‘SS-2’), each as amended, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (‘MCA’) for holding general meetings/ conducting postal ballot process through e-Voting vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022 and 09/2023 dated September 25, 2023, (collectively the ‘MCA Circulars’), to transact the special business as set out hereunder by passing Special Resolution by way of postal ballot only, by voting through electronic means (‘remote e- Voting’).

Pursuant to Section 102 and Section 110 and other applicable provisions of the Act, the Statement in terms of Section 102 of the Act, pertaining to the said Resolutions setting out the material facts and the reasons/rationale thereof is annexed to this Postal Ballot Notice (‘Notice’) for your consideration and forms part of this Notice.

In compliance with the MCA Circulars, the Company is sending this Notice ONLY in electronic form to those Members whose e-mail addresses are registered with the Company/Registrar and Transfer Agent (‘RTA’)/ Depositories. Accordingly, physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would only take place through the remote e- Voting system. The detailed procedure for remote e-Voting forms part of the ‘Notes’ section to this Notice.

In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Section 108 and Section 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company

is providing remote e-Voting facility to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. The Company has engaged the services of National Securities Depository Limited (‘NSDL’) for the purpose of providing remote e-Voting facility to its Members. The instructions for remote e-Voting are appended to this Notice. The Notice is also available on the website of the Company at: www.sillymonks.com

Members desiring to exercise their vote through the remote e-Voting process are requested to carefully read the instructions indicated in this Notice and record their assent (FOR) or dissent (AGAINST) by following the procedure as stated in the ‘Notes’ section of this Notice for casting of votes by remote e-Voting not later than 5:00 p.m. (IST) on Tuesday, 7[th] May 2024. The remote e-Voting facility will be disabled by NSDL immediately thereafter.

Special Resolution:

1. Appointment of Mr. Chepur Ratnakar Rao (DIN: 08744674) as a Chairman & Non– Executive Independent Director (Additional Director) of the Company

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

“RESOLVED THAT pursuant to the provisions of Section 149, 150, 152, 161 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and on the recommendation of Nomination and Remuneration Committee, Mr. Chepur Ratnakar Rao (DIN: 08744674) be and is hereby as an Additional Director under Independent Category and as a Chairman of the Company on the Board of the Company to hold office for a period of 5 years with effect from 10[th] February, 2024, subject to approval of the shareholders in the next General Meeting.

RESOLVED FURTHER THAT the Board of directors or Company Secretary be and are hereby severally authorized to do all such acts, deeds, matters, things, and sign/execute and file all such papers, documents, and forms as may be necessary and incidental to give effect to the aforesaid resolution.”

For and on behalf of the Board For Silly Monks Entertainment Limited

Sd/- Kamarapu Swarupa Rani Company Secretary & Compliance Officer ICSI M. No: A73047

Place: Hyderabad Date: 04.04.2024

Notes:

1. The explanatory statement pursuant to Section 102 of the Companies Act, 2013 and Rule 22 of the Companies (Management and Administration) Rules, 2014, (Hereinafter referred to as the "Rules" ) setting out all material facts in respect of the business specified in this notice and the reasons there to is annexed hereto.

2. Pursuant to Rule 22(5) of the Rules, the Board of Directors of Company at its meeting held on 02[nd] April, 2024, has appointed Mr. Jineshwar Kumar Sankhala (Membership No. ACS. 21697) of M/s. P.S. Rao & Associates, Practicing Company Secretaries, as the Scrutinizer to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner.

3. In terms of the General Circular Nos.14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, Circular No. 20/2021 dated December 8, 2021, Circular No. 3/2022 dated May 5, 2022, General Circular No 10/2022 dated 28.12.2022 & General Circular No 11/2022 dated 28.12.2022 MCA (the “MCA Circulars”), conveyed the decision of MCA to allow companies to transact items through postal ballot in accordance with framework provided in the aforesaid circulars.

4. In compliance with the aforesaid MCA circulars the Postal ballot Notice along with the instructions regarding e-voting is being sent only by email to all those members, whose email addresses are registered with the Company or with the depository(ies) / depository participants or with the Company’s Registrar and Share Transfer Agent, Bigshare Services Private Limited (RTA) and whose names appear in the register of members/list of beneficial owners as on the Cut-off date i.e., Saturday, 30[th] March 2024 .

5. Members may note that this Notice also will be available on the Company’s website, www.sillymonks.com.The Notice can be accessed from the web site of the Stock Exchange i.e. NSE Limited at www.nseindia.com the Postal ballot Notice is also disseminated on the website of CDSL (agency for providing the Remote E- Voting facility) www.evotingindia.com. All the members of the Company as on the Cut-off date shall be entitled to vote in accordance with the process specified in this notice. Any person who is not a member on the Cut-off date shall treat this notice for information purpose only. As per the MCA Circulars, physical copy of the Notice, Postal Ballot Form and pre-paid business reply envelope are not being sent to the members for this Postal Ballot.

6. The Company hereby requests all its members to register their email addresses, if not yet registered, to promote green initiative and to enable the Company to provide all communications to the members through email.

7. For receiving copy of postal ballot notice electronically, members who have not yet registered their email addresses are requested to send an email to M/s. Bigshare Services Private Limited at bsshyd@bigshareonline.com or to the Company at its e- mail i.e. investor@sillymonks.com by mentioning the Shareholder Name, Folio No. / DP ID and Client ID.

8. In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Regulation 44 of the SEBI Listing Regulations, the Company is pleased to provide voting facility by electronic means (“evoting”) to the Members, to enable them to cast their votes electronically. The Company has engaged the services of CDSL to provide e-voting facility to its Members.

9. The remote e-Voting period commences on Monday, 8[th] April 2024 at 9.00 a.m. (IST) and ends on Tuesday, 7[th] May 2024 at 5.00 p.m. (IST). During this period, members of the Company holding shares as on the cut-off date may cast their vote electronically. The remote e-Voting module shall be disabled thereafter. Once the vote on the resolution is cast by a member, the same will not be allowed to be changed subsequently. The voting rights of the Members shall be in proportion to their shareholding in the paid-up equity share capital of the Company as on the CutOff Date i.e ., Saturday, 30[th] March 2024.

10. A Member cannot exercise his vote by proxy on Postal Ballot.

11. Relevant documents referred to in this Postal Ballot Notice and the Explanatory Statement are open for inspection by the Members at the Registered Office of the Company during business hours on all working days, until the last date of remote e-voting.

12. The Resolution, if passed by requisite majority, will be deemed to have been duly passed on the last date specified for the remote e-voting i.e Tuesday, 7[th] May 2024 at 5.00 p.m. (IST) in terms of Secretarial Standard – 2 on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India. Resolutions passed by Members with requisite majority, through postal ballot shall be deemed to have been passed at a general meeting of Members convened on that behalf.

13. The dispatch of Postal Ballot Notice shall be announced through an advertisement in “The Financial Express” (English edition) and “Nava Telangana” (Telugu edition), each having wide circulation in the State of Telangana, where the registered office of the Company is situated.

14. The scrutinizer will submit his report to the Chairman/ any of the Director(s) of the Company after the completion of scrutiny, and the result of the voting by postal ballot will be announced by the Chairman or any Director or the Company Secretary of the Company duly authorized, on or before Thursday, 09[th] May, 2024 at the registered office of the Company and the result along with Scrutinizer report will also be displayed on the website of the Company www.sillymonks.com besides being communicated to the Stock Exchange.

15. Any query/grievances relating to the postal ballot process may be addressed to Ms. Kamarapu Swarupa Rani (Company Secretary and Compliance Officer).

Contact details are:

E-mail	investor@sillymonks.com
Tele No.	+91-8008121236/ 040-23004518
Address	Survey No. 91, 3rd Floor, Technical Block, Sundarayya Vignana Kendram (SVK), Gachibowli,Hyderabad,Telangana-500032

VOTING THROUGH ELECTRONIC MEANS

- Instructions relating to E voting:

• (i) The voting period will commence on Monday, 8[th] April 2024 at 9.00 a.m. (IST) and ends on Tuesday, 7[th] May 2024 at 5.00 p.m. (IST). During this period members of the company, holding shares either in physical form or in dematerialized form, as on the cut-off date, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) 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.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

• (iii) 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.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders Holding shares in demat mode.

• (iv) 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.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of Shareholders

Login Method

Individual Shareholders holding securities in Demat mode with CDSL Depository

1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.comand click on Login icon and select New System Myeasi. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by the company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the

	3) 4)	system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration. Alternatively, the user can directly access the e-Voting page by providing Demat Account Number and PAN No. from an e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, the user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode with NSDL Depository	1) 2) 3)	If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “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 e- Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 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 click at https://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 Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see eVoting 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 Shareholders (holding securities in		You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e- Votingoption,you will be redirected to NSDL/CDSL Depositorysite after

demat mode) login through their Depository Participants (DP)	successful authentication, wherein you can see e-Voting feature. Click on company name or eVoting 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.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at the abovementioned 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 securities in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800 22 55 33
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll free no.: 1800 1020 990 and 1800 22 44 30

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non- individual shareholders in Demat mode.

• (i) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

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

• 2) Click on “Shareholders” module.

• 3) 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. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

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

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

• 6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat.

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both Demat shareholders as well as physical shareholders)

• Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.

Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as Bank Details recorded in your demat account or in the company records in order to login. OR Date of Birth (DOB) ● If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

• (ii) After entering these details appropriately, click on “SUBMIT” tab.

• (iii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders 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.

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

• (v) Click on the EVSN for the relevant on which you choose to vote.

• (vi) 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.

• (vii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

• (viii) 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.

• (ix) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• (x) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xi) 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.

• (xii) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xiii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• 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.

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

• 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.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favor of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively, Non Individual shareholders are required mandatory 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; (designated email address by company) , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

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 Company/RTA email id .

2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

3. 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 meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. 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 at toll free no. 1800 22 55 33

ANNEXURE TO THE NOTICE EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE

COMPANIES ACT, 2013 :

Item No. 01 Appointment of Mr. Chepur Ratnakar Rao (DIN: 08744674) as Chairman & Non–Executive Independent Director (Additional Director)

In accordance with the provisions of Section 149 read with Schedule IV to the Companies Act, 2013, appointment of an Independent Director requires approval of members. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have proposed that Mr. Chepur Ratnakar Rao be appointed as Chairman & Non–Executive Independent Director (Additional Director) of the Company.

The appointment of Mr. Chepur Ratnakar Rao shall be effective upon approval by the members in the Meeting.

Mr. Chepur Ratnakar Rao is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Company has received a declaration from Mr. Chepur Ratnakar Rao that he meets the criteria of independence as prescribed under sub-section (6) of Section 149 of the Act and Regulation 16(1) (b) of the Listing Regulations.

In the opinion of the Board, Mr. Chepur Ratnakar Rao fulfills the conditions for his appointment as an Independent Director as specified in the Act. Mr. Chepur Ratnakar Rao is independent of the management and possesses appropriate skills, experience and knowledge.

Brief resume of Mr. Chepur Ratnakar Rao (Mr. Rao):

Mr. Rao has done his Post Graduation in Management Education Program from IIM Ahmedabad and Graduation in Bachelor of Arts from Osmania University. Over 25 years he was with leading Indian and International Advertising Agency Networks (RK Swamy/BBDO and DDB Worldwide) - India, Middle East, North Africa and European markets. He has 5 years ret ail marketing management experience with leading retail chains in the Middle East, UAE (Landmark Retail Group) and Kuwait (Alghanim Group).

He has been associated with marketing communication activities of major international brands including Sony, Almarai Dairy, Clorox Corporation, Henkel Germany, General Motors Corporation and Landmark Retail Group. He was associated with the advertising of many leading Indian corporations including Hyderabad Allwyn (watches & furniture), ECIL (ECtv etc), BHEL, AP Dairy (Vijaya brand), Hyderabad Industries, Coromandel Fertilisers, Vizag Steel, Margadarsi Group etc. Continental Coffee, Furniture World Group, Birla Shakti Cement, Apollo Hospitals, Care Hospitals, Ratnadeep Retail etc. are the recent associations.

He was a practitioner faculty at Institute of Management Technology (Ghaziabad's Hyderabad campus) and Served as a Member of The Academic Council, Osmania University (Department of Communication and Journalism) and as the President of The Advertising Club Hyderabad for 4 terms at different stages.

Keeping in view his vast expertise and knowledge, it will be in the interest of the Company that Mr. Chepur Ratnakar Rao is appointed as an Independent Director of the Company.

Mr. Chepur Ratnakar Rao was appointed as the Chairman & Additional Director (Independent) by the Board in their meeting held on 10[th] February 2024. Mr. Chepur Ratnakar Rao is a member of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee of the Board of Directors of the Company.

Mr. Chepur Ratnakar Rao doesn't hold any shares in the Company. The Board consider that his continued association would be of immense benefit to the Company and it is desirable to continue to avail services of Mr. Chepur Ratnakar Rao as an Independent Director.

Copy of draft letter of appointment of Mr. Chepur Ratnakar Rao (DIN 08744674) setting out the terms and conditions of appointment is available for inspection by the members at the corporate office of the Company.

At SillyMonks he was also the Member of the Audit Committee, Nomination & Remuneration Committee, and Stakeholder Relationship Committee.

He attends the Board and Committee meetings regularly with active participation (has over 80% attendance during his tenure with SillyMonks). He helps in bringing independent judgment during Board deliberations on accounting and financial controls, risk management, and corporate governance.

The Nomination and Remuneration Committee at its meeting held on February 10, 2024 on the basis of the above and his performance evaluation and taking into account the external business environment, his business knowledge, acumen, experience, and the substantial contribution made by him during his tenure, has recommended to the Board that the continued association of Mr. Chepur Ratnakar Rao as Chairman & Non– Executive Independent Director (Additional Director) would be beneficial to the Company.

Board’s Consideration & Recommendation

The Board of Directors at their meeting held on the same day considered and accepted the recommendations of NRC to appoint Mr. Chepur Ratnakar Rao as Chairman & Non–Executive Independent Director (Additional Director) for another term of five years.

The Board considers that his rich experience in the fields of finance and securities market has been and would be of immense benefit to the Company.

In the opinion of the Board, Mr. Chepur Ratnakar Rao fulfils the conditions for appointment as a Chairman & Non–Executive Independent Director (Additional Director) as specified in the Companies Act, 2013 and Listing Regulations and is Independent of the management.

Considering the significant benefits, the Company is likely to gain from his experience, expertise, and advice to the business of the Company during his proposed tenure as an Independent Director, Board recommends that Members of the Company approve the proposed re-appointment of Mr. Chepur Ratnakar Rao for a second term of five years effective from 10[th] February, 2024.

In terms of Section 160 of the Companies Act, 2013, the Company has received a notice in writing from a Member proposing the candidature of Mr. Chepur Ratnakar Rao to be re-appointed as as Chairman & Non– Executive Independent Director (Additional Director) of the Company.

The Company has also received a consent letter(s) and declaration from Mr. Chepur Ratnakar Rao confirming his eligibility for re-appointment as Independent Director for the second term in line with the requirements of the Companies Act, 2013 and Listing Regulations.

Mr. Chepur Ratnakar Rao is not related to any other Director(s) of the Company.

The terms and conditions of the appointment of Mr. Chepur Ratnakar Rao as an Independent Director, would be made available for inspection by the Members at the Company’s website at www.sillymonks.com.

Except Mr. Chepur Ratnakar Rao, none of the other Directors, Key Managerial Personnel, Promoters, or their relatives are in any way concerned or interested, financially or otherwise, in the said resolution.

The approval of the Members of the Company is being sought by way of a Special Resolution. In the opinion of the Board, Mr. Chepur Ratnakar Rao fulfills the conditions specified in the Act and rules made thereunder for his appointment as an Independent Director of the Company, he is not debarred from holding the office of director by virtue of any SEBI order and he is independent of the management.

Annexure

Additional information on Independent Directors being appointed/re-appointed as required under Regulation 36(3) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard -2 issued by the Institute of Company Secretaries of India, is as under:

Secretaries of India, is as under:
Name of the Director	Mr. Chepur Ratnakar Rao
DIN	08744674
Date of Birth	28-06-1952
Qualifications	Mr. Ratnakarrao Chepur has completed his Post Graduation in Management Education Program from IIM Ahmedabad and Graduation in Bachelor of Arts from Osmania University
Brief Resume and Expertise in specific functional areas and Experience	Mr. Ratnakarrao Chepur has over 25 years’ experience with leading Indian and International Advertising Agency Networks (RK Swamy/88DO and DDB Worldwide)- India, Middle East, North Africa and European markets. He has Disclosure of relationships between Directors 5 years retail marketing management experience with leading retail chains in the Middle East, UAE (Landmark Retail Group)and Kuwait(Alghanim Group).
Listed entities in which the person also holds the directorship and the membership of committees of the board along with listed entities from which the person has resigned in thepast threeyears.	Nil
Skills and capabilities required for the role and the manner in which the proposed person meets such requirements	The NRC had identified amongst others, exposure to a leadership role(s) in expertise in Governance, Compliance, and Finance as the skills and capabilities for the role. He has significant experience in the areas of finance, compliance, and Corporate Governance. Considering the educational background and experience of over 25 years, Mr. Chepur Ratnakar Rao meets the requirements as laid down bythe NRC.
Terms and Conditions of re-appointment	Mr. Chepur Ratnakar Rao will be appointed for a term of five (5) years with effect from February 10, 2024 and is not liable to retire byrotation.
Number of shares held in the Company (self and as a beneficial owner)	Nil
Details of remuneration last drawn	He did not draw any remuneration during his tenure as an Independent Director and he was paid Sitting Fees as approved in accordance with the applicableprovisions of law.
Disclosure of inter-se Relationship with other Directors or KMP of the Company.	There is no inter se relationship between Mr. Chepur Ratnakar Rao, other members of the Board, and Key Managerial Personnel of the Company.

By order of the Board of Directors,

For Silly Monks Entertainment Limited

Sd/-

Kamarapu Swarupa Rani Company Secretary & Compliance Officer M. No: A73047

Place: Hyderabad

Date: 04.04.2024