Smartlink Holdings Limited — AGM Information 2021

Sep 7, 2021

smartlin

September 07, 2021

To, Mr. Hari K-Asst. Vice President National Stock Exchange of India Ltd "Exchange Plaza", C-1, Block G, Bandra -Kurla Complex, Bandra (E), Mumbai - 400 051

To, The Manager Bombay Stock Exchange, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 The Corporate Relationship Department

Scrip Code:NSE: SMARTLINK

�SE: 532419 ~~'~~

Sub: Notice of the 28 [111 ] Annual General Meeting

Dear Sir/Madam,

Estate, Verna, Salcete, Goa- 403722. the 28 111 Annual General Meeting of the Company scheduled to be held on Thursday, Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached herewith the Notice and the Explanatory Statement of September 30, 2021 at 11.00 a.m. (1ST) at the registered office al L-7, Verna Industrial

The Notice is also available on the website of the Company at :yvww.sma1ilinkholdings.com.

Kindly take the aforesaid information on record in compliance of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

Thanking You,

Yours Faithfully,

For SMARTLINK HOLDINGS LIMITED

URJIT A DAMLE COMPANY SECRET ARY

Land Phone: +91 22 4938 6666 Registered Office: L-7, Verna Industrial Estate, Verna, Salcete, GA, 403722, IN I Land Phone: +91832 2885400 I Corporate Office: 215 Atrium, 2nd Floor, B-Wing, Courtyard Marriott Compound, Andheri-Kurla Road, Andheri (E), Mumbai - 400 093, INDIA : +91832 2783395

cm::.1soi.:

§VNEGRA TELESMART0

CIN: l61100GA1993PlC001341

SMARTLINK HOLDINGS LIMITED

CIN: L67100GA1993PLC001341

Registered Office: L-7, Verna Industrial Estate, Verna, Salcete, Goa - 403722 Tel: 0832-2885400, Fax: 0832-2783395, Website: www.smartlinkholdings.com E-mail id: Company.Secretary@smartlinkholdings.com

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Twenty Eighth Annual General Meeting of Smartlink Holdings Limited will be held on Thursday, September 30, 2021 at 11:00 A.M. at the registered office of the Company at L-7, Verna Industrial Estate, Verna, Salcete, Goa, 403722 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider, approve and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2021, together with the Report of the Board of Directors and Auditors thereon;

2. To re-appoint Mr. K. R. Naik (holding DIN 00002013), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

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

2. “RESOLVED THAT pursuant to the provisions of Sections 196, 197 and any other applicable provisions of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule V to the Companies Act, 2013 and subject to the requisite approval of the Central Government, if any required, and in respect of whom the Company has received a notice in writing in terms of Section 160(1) of the Act, the consent of the members be and is hereby accorded for reappointment of Ms. Arati Naik (DIN 06965985) as a Wholetime Director designated as Executive Director of the Company for a period of five years with effect from April 01, 2022 on the terms and conditions including remuneration set out in the explanatory statement and statement of material facts annexed to the Notice convening this Meeting, with liberty and power to the Board of Directors (hereinafter referred to as ‘the Board’ which expression shall also include the Nomination and Remuneration Committee of the Board) in the exercise of its discretion, to grant increments and to alter and vary from time to time the terms and conditions of the said appointment.

RESOLVED FURTHER THAT, the consent of the Company be and is hereby accorded to approve the remuneration payable to Ms. Arati Naik as a Wholetime Director designated as Executive Director of the Company for a period from April 01, 2022 upto March 31, 2027 as set out in the explanatory statement and statement of material facts annexed to the Notice convening this Meeting.

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

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

2. “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with schedule IV and any other applicable provisions of the Companies Act, 2013 (“Act”) and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and in respect of whom the Company has received a notice in writing in terms of Section 160(1) of the Act, Mr. Pradeep Anant Rane (holding DIN 01446215) be and is hereby re-appointed as an Independent Director of the Company to hold office for a second term of Five consecutive years with effect from August 05, 2021 upto August 04, 2026.

RESOLVED FURTHER THAT any Director of the Company and/or the Company Secretary of the Company be and is hereby authorized severally to do all acts, deeds and things including filings and take steps as may be deemed necessary, proper or expedient to give effect to this Resolution and matters incidental thereto.”

By order of the Board For Smartlink Holdings Limited Place : Verna, Goa Urjita Damle Dated : June 30, 2021 Company Secretary Regd. Office: L-7, Verna Industrial Estate, Verna Salcete Goa - 403722

NOTES:

1. The relative Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting out material facts concerning the business under Item Nos. 3 and 4 of the Notice is annexed hereto.

2. The relevant details, pursuant to Regulations 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Directors seeking appointment/re-appointment at this Annual General Meeting (“AGM”) are also mentioned.

3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/ HERSELF AND SUCH A PROXY NEED NOT BE A MEMBER OF THE COMPANY.

4. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in an aggregate not more than 10% of the total share capital of the Company. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

5. THE INSTRUMENT APPOINTING THE PROXIES IN ORDER TO BE EFFECTIVE, SHOULD BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, DULY COMPLETED AND SIGNED NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. Proxies submitted on behalf of the Companies, societies, etc. must be supported by an appropriate resolution/authority, as applicable.

6. During the period beginning twenty-four hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged, at any time during the business hours of the company, provided that not less than three days’ notice in writing to inspect is given to the company.

7. The Company’s Registrar & Share Transfer Agents (RTA) are: Kfin Technologies Private Limited

8. Unit: Smartlink Holdings Limited

9. Selenium Tower B, Plot No 31 & 32

10. Financial District, Nanakramguda,

Serilingampally Mandal,

Hyderabad – 500 032, Telangana

• Toll Free No: 1800 309 4001 Email: einward.ris@kfntech.com

AGM Notice 2020-21

1

1. Shareholders are requested to notify any change of address:

2. i. to their Depository Participants (DPs) in respect of the shares held in Demat form, and ii. to the Company to its Legal Department at the Registered Office at Verna, Goa in respect of the shares held in physical form.

3. iii. In case the mailing address mentioned on this Annual Report is without the PIN CODE, inform your DP or the Company, as mentioned above.

4. In view of the relaxations given by MCA circular and SEBI circular dated January 15, 2021 pursuant to the COVID-19 Pandemic, the Annual Report including Financial Statements, Auditor’s Report, Board Report, Notice of AGM, along with all the annexures and attachments thereof is being sent through email to those Members whose email addresses are registered with the Company /Depositories and no physical copy of the same will be sent by the Company. Members may note that the Notice and Annual Report of the Company for the financial year 2020-21 will also be available on the Company’s website www.smartlinkholdings.com and website of the Stock Exchanges.

5. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company’s Registrars and Transfer Agents, Kfin Technologies Private Limited for assistance in this regard.

6. The Register of members and share Transfer Books of the Company shall remain closed from Thursday, September 16, 2021 to Thursday, September 23, 2021 (both days inclusive).

7. Members are requested to note that, dividends if not encashed for a consecutive period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (IEPF). The shares in respect of such unclaimed dividends are also liable to be transferred to the demat account of the IEPF Authority. Once the amount and shares are transferred by the Company to IEPF, no claim thereof shall lie against the Company. In view of this, Members are requested to claim their dividends from the Company, within the stipulated timeline. The Members, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an application to the IEPF Authority in Form No. IEPF-5 available on www.iepf.gov.in. For details, please refer to Directors’ Report which is a part of Annual Report.

8. The Company has uploaded the information in respect of the unclaimed amounts lying with the Company as on the date of 27[th] Annual General Meeting of the Company held on December 11, 2020 on the website of IEPF viz. (www.iepf.gov.in) and under “Investor Relations” on the website of the Company viz.www.smartlinkholdings.com.

9. Shareholders are advised to avail of the facility for receipt of future dividends (if any) through National Electronic Clearing Service (NECS). The NECS facility is available at the specified locations. Shareholders holding shares in electronic form are requested to contact their respective Depository Participant for availing NECS facility. The Company or its Registrar and Transfer Agent, Kfin Technologies Private Limited cannot act on any request received directly from the members holding shares in electronic form for any change of bank particulars or bank mandates. Shareholders holding shares in physical form and desirous of either registering bank details or changing bank details already registered against their respective folios are requested to send a request letter for updating Bank Account No. with 9-digit MICR No. to our Registrar and Share Transfer Agent or to the Company with attested copy of your PAN Card and a photo copy of your cheque leaf (to capture correct bank account no, IFSC Code and 9-digit MICR Code).

10. Members can avail the nomination facility in respect of shares held by them pursuant to the provisions of Section 72 of the Companies Act, 2013. Members holding shares in electronic form may contact their respective Depository Participant for availing this facility. Members holding shares in physical form may send their nomination in the prescribed form duly filled to Kfin Technologies Private Limited (RTA) at the above-mentioned address.

11. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or RTA for assistance in this regard.

12. 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 Depository Participant and holdings should be verified.

13. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore requested to submit the PAN to their Depository Participants with whom they are maintaining their Demat accounts. Members holding shares in physical form can submit their PAN details to the Company or RTA.

14. Registering for e-communication, members are entitled to receive such communication in physical form, upon making a request for the same, free of cost.

15. The Company has designated Company.Secretary@smartlinkholdings.com e-mail id for quick Redressal of shareholders/investors grievances.

16. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act and the Register of Contracts or Arrangements in which the Directors are interested, maintained under Section 189 of the Act will be available for inspection by the members at the AGM.

17. To support the ‘Green Initiative’ in Corporate Governance taken by the Ministry of Corporate Affairs, to contribute towards the Greener Environment and to receive all documents, Notices, including Annual Reports and other communications of the Company, investors should register their e-mail addresses with RTA, if shares are held in physical mode or with the Depository Participant if the shares are held in electronic mode.

18. All the Members wishing to ask questions during the 28[th] Annual General Meeting should forward them to the registered office, 7 days before the date of Annual General Meeting.

19. In Compliance with the provisions of Section 108 of the Act and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, Company is pleased to provide its Members, the facility to exercise their right to vote at the AGM by electronic means and the business may be transacted through e-voting platform provided by KFin Technologies Private Limited on all resolutions set-forth in this Notice. Members may refer to the instructions provided under “Procedure for E-Voting” section in the subsequent pages of this Notice.

20. The Board of Directors has appointed CS Shivaram Bhat, Practicing Company Secretary, as a Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

21. The Results shall be declared not later than 48 hours from the conclusion of the AGM of the Company and the resolution will be deemed to be passed on the AGM date subject to receipt of the requisite number of votes in favour of the Resolution(s).

22. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, will first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and will make, not later than 48 hours from the conclusion of the AGM, a consolidated scrutiniser’s report of the total votes cast in favour or against, if any, to the Chairperson or a person authorised by him in writing who shall countersign the same. The Chairperson or a person authorized by him in writing will declare the result of voting forthwith.

23. The Results declared along with the Scrutinizer’s Report(s) will be available on the website of the Company (www.smartlinkholdings.com) and on the Service Provider’s website (https://evoting.kfntech.com) and will be communicated to BSE Limited and the National Stock Exchange of India Limited within 48 hours from the conclusion of the AGM.

2 Smartlink Holdings Limited

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

The following statement sets out all material facts relating to certain ordinary business and the special businesses mentioned in the accompanying Notice of Annual General Meeting:

Item No. 3

Ms. Arati Naik was appointed as a Wholetime Director of the Company designated as Executive Director by the shareholders at the 26th Annual General Meeting for a period of Three years w.e.f. April 01, 2019. Her term as a Wholetime Director expires on March 31, 2022 and hence the Nomination and Remuneration Committee has recommended her appointment for a further term of 5 years to hold office from April 01 2022 upto March 31, 2027. The same has been approved by the Board of Directors at their meeting held on June 30, 2021 subject to the approval of the shareholders in the ensuing Annual General Meeting.

Notice stipulated under Section 160 of the Act has been received from a member intending to propose the candidature of Ms. Arati Naik for appointment as Wholetime Director of the Company. Ms. Arati has given her consent to act as Wholetime Director. She is not disqualified from being appointed as Director in terms of Section 164 of the Act. She would be liable to retire by rotation.

Ms. Arati Naik is a BE (Honours) in Computer Technology and MSc (Honours) in Business Information Systems from University of Bolton, United Kingdom. She had joined the Company in the year 2008. She was promoted as Chief Operating Officer of the Company in 2014. Consequent to the restructuring done in 2016, she resigned as COO from Smartlink on October 26, 2016 and continued as Non-Executive Director of the Company. She was appointed as Wholetime Director designated as Chief Operating Officer of the Wholly owned Subsidiary namely Digisol Systems Limited w.e.f October 10, 2016 which position she held till March 31, 2019 post which she was appointed as a Wholetime Director of Smartlink Holdings Limited.

A summary of the material terms and conditions relating to appointment of Ms. Arati Naik as Wholetime Director are as follows:

Terms and conditions as approved by the Board of Directors for the period from April 01, 2022 to March 31, 2027 is as given below to be approved by the members;

• a. Basic Salary of `1,25,000/- per month.

• b. HRA shall be `62,500/- per month.

• c. Other allowances per month shall not exceed `60,700/- per month.

• d. Medical Reimbursement, Conveyance Allowance, Provident Fund and such other additional perquisites which are applicable to senior executives of the

• Company.

• e. Either party may terminate this appointment by giving 2 months’ notice in writing.

Ms. Arati is the daughter of Mr. K. R. Naik, Promoter and Executive Chairman of the Company and holds 9,34,833 shares in the Company. Ms. Arati Naik, the appointee and Mr. K. R. Naik, relative to the appointee shall be deemed to be concerned and interested in the resolution. None of the other Directors or Key Managerial Personnel (KMP) or their relatives are concerned or interested in the resolution set out at Item No. 3.

The Board recommends the resolution set forth in Item no. 3 for the approval of the members.

Item No. 4

Mr. Pradeep Rane is presently a Non-Executive Independent Director of the Company. He had joined the Board of Directors of the Company as an Independent Director on December 26, 2006. In accordance with the provisions of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 he was appointed as an Independent Director of the Company on August 05, 2016 for a term of 5 (five) consecutive years up to August 04, 2021. Since Mr. Rane has completed his initial term of five consecutive years as an Independent Director of the Company, he is eligible for re-appointment for one more term, subject to passing of a special resolution by shareholders of the Company at their meeting.

The Company has received a notice in writing from a Shareholder under Section 160 of the Companies Act, 2013, proposing his candidature for the office of Director of the Company.

The Board of Directors at its meeting held on June 30, 2021 re-appointed him as an independent Director of the Company for a second term of 5 (five) consecutive years w.e.f. August 05, 2021 up to August 04, 2026 subject to the approval of the shareholders. He shall not be liable to retire by rotation. The performance evaluation of the Independent Directors was conducted by the entire Board of Directors based on a structured questionnaire. The nomination and remuneration committee reviewed the terms of re-appointment and recommended to the Board of Directors for their consideration. Mr. Rane has consented for re-appointment and confirmed that he does not suffer from any disqualifications which stand in the way of re-appointment as an Independent Director.

Mr. Rane is a science graduate and has about 32 years of experience in sales and marketing and overall Business Management in Pharmaceutical industry. He does not hold by himself or for any other person on a beneficial basis, any shares in the Company.

The Board considers that his association would be of immense benefit to the Company as it has been beneficial in the past and it is desirable to avail services of Mr. Rane as an Independent Director. Accordingly, the Board recommends the passing of Special Resolution in relation to the re-appointment of Mr. Rane as an Independent Director, for the approval by the Shareholders of the Company.

Presently Mr. Rane is the Member of the Audit Committee and Nomination and Remuneration Committee of the Board of Directors of the Company. He does not hold Directorship in any other Public Limited Company.

Except Mr. Pradeep Rane, being the appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives are concerned or interested in the resolution set out at Item No. 4.

By order of the Board Place : Verna, Goa Urjita Damle Dated : June 30, 2021 Company Secretary Regd. Office: L-7, Verna Industrial Estate, Verna Salcete Goa - 403722

AGM Notice 2020-21 3

Details of Directors seeking appointment/reappointment at the 28[th] Annual General Meeting

(Pursuant to Regulation 36(3) of SEBI Listing Regulations 2015)

Name of Directors	Kamalaksha Naik	Arati Naik	Pradeep Rane
Date of Birth	19/11/1947	14/08/1984	07/01/1953
Date of Appointment	31/03/1993	09/09/2014	26/12/2006
Brief Resume	Mr. K. R. Naik is the founder of Smartlink Holdings Limited. He joined the Company as the Director on 31stMarch 1993. His vision to be a leading player in the Digitally connected world, by offering a complete value proposition from product design to customer delight. He has over four decades of experience in the networking industry. He holds a Post Graduate Degree in Industrial Engg. from Jhunjunwala College, Mumbai and a Diploma in Business Management from Jamnalal Bajaj Institute of Management, Mumbai. He started his career with IBM India and worked in the design and development of parts and products in IBM.	Arati Naik is an Executive Director of the Company. She is Graduate in Computer Science and Post- Graduation in Business & Information Systems from The University of Bolton, UK and alumni of IIM Bangalore, having done an executive general management program.	Mr. Rane is a science graduate and has about 32 years of experience in sales and marketing and overall Business Management in Pharmaceutical industry.
Disclosure of relationship between Director inter-se	Related to Ms. Arati Naik, Executive Director of the Company.	Daughter of Mr. K. R. Naik, Executive Chairman of the Company.	None
Names of the Public entities in which she/he holds directorships	1. Digisol Systems Limited 2. Synegra EMS Limited 3. Telesmart SCS Limited	1. Digisol Systems Limited	1. Digisol Systems Limited
Chairman/Member of the Committee(s) of Board of Directors of other Public Entities	None	None	None
Shareholding in the Company (No. of shares)	46,74,160	9,34,833	Nil
No. of Board Meetings attended	5	5	5
Others	By virtue of resolution passed at the AGM held on September 28, 2019 for appointment as Executive Chairman, Mr. Naik continues to hold the position as Executive Chairman and Key Managerial Personnel of the Company.	---	---
By order of the Board Place : Verna Goa Urjita Damle Dated : June 30, 2021 Company Secretary

Place : Verna Goa Dated : June 30, 2021 Regd. Office: L-7, Verna Industrial Estate, Verna Salcete Goa - 403722

4 Smartlink Holdings Limited

PROCEDURE FOR E-VOTING

• I. ACCESS TO DEPOSITORIES E-VOTING SYSTEM IN CASE OF INDIVIDUAL SHAREHOLDERS HOLDING SHARES IN DEMAT MODE.

• A. Individual Shareholders holding securities in demat mode with NSDL

• User already registered for IDeAS facility:

• a) Visit URL: https://eservices.nsdl.com

• b) Click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section.

• c) On the new page, enter User ID and Password. Post successful authentication, click on “Access to e-Voting”

• d) Click on company name or e-Voting service provider and you will be re-directed to e-Voting service provider website for casting the vote during the remote e-Voting period.

• User not registered for IDeAS e-Services:

• a) To register click on link: https://eservices.nsdl.com

• b) Select “Register Online for IDeAS” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• c) Proceed with completing the required fields.

• d) Follow steps given in points 1

• Alternatively by directly accessing the e-Voting website of NSDL:

• a) Open URL: https://www.evoting.nsdl.com/

• b) Click on the icon “Login” which is available under ‘Shareholder/Member’ section.

• c) 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.

• d) Post successful authentication, you will requested to select the name of the company and the e-Voting Service Provider name, i.e.KFintech.

• e) On successful selection, you will be redirected to KFintech e-Voting page for casting your vote during the remote e-Voting period.

• B. Individual Shareholders holding securities in demat mode with CDSL

• Existing user who have opted for Easi / Easiest:

• a) Visit URL: https://web.cdslindia.com/myeasi/home/login or www.cdslindia.com

• b) Click on New System Myeasi

• c) Login with your registered user id and password.

• d) The user will see the e-Voting Menu. The Menu will have links of ESP i.e. KFintech e-Voting portal.

• e) Click on e-Voting service provider name to cast your vote.

• User not registered for Easi/Easiest:

• a) Option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration

• b) Proceed with completing the required fields.

• c) Follow the steps given in point 1.

• Alternatively, by directly accessing the e-Voting website of CDSL:

• a) Visit URL: www.cdslindia.com

• b) Provide your demat Account Number and PAN No.

• c) System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account.

• d) After successful authentication, user will be provided links for the respective ESP, i.e KFintech where the e-Voting is in progress.

• C. Individual Shareholder login through their demat accounts / Website of Depository Participant

• You can also login using the login credentials of your demat account through your DP registered with NSDL /CDSL for e-Voting facility.

• Once logged-in, you will be able to see e-Voting option. Once you 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 options available against company name or e-Voting service provider – Kfintech and you will be redirected to e-Voting website of KFintech for casting your vote during the remote e-Voting period without any further authentication.

• Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.

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

and CDSL.
Login type	Helpdesk details
Securities held with NSDL	Please 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
Securities held with CDSL	Please contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022- 23058738 or 022-23058542-43

• II. ACCESS TO KFINTECH E-VOTING SYSTEM IN CASE OF SHAREHOLDERS HOLDING SHARES IN PHYSICAL AND NON-INDIVIDUAL SHAREHOLDERS IN DEMAT MODE.

• Login method for e-Voting for Non-individual shareholders holding securities in demat mode and Shareholders holding securities in physical mode.

• Members whose email IDs are registered with the Company/Depository Participants (s), will receive an email from KFintech which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:

• a) Launch internet browser by typing the URL: https://emeetings.kfntech.com/

• b) Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) xxxx, followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting the vote.

AGM Notice 2020-21

5

• c) After entering these details appropriately, click on “LOGIN”.

• d) You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

• e) You need to login again with the new credentials.

• f) On successful login, the system will prompt you to select the “EVEN” i.e., ‘SMARTLINK HOLDINGS LIMITED- AGM” and click on “Submit”

• g) On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

• h) Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.

• i) Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.

• j) You may then cast your vote by selecting an appropriate option and click on “Submit”.

• k) A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).

• l) Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution / Authority Letter etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to cast its vote through remote e-voting. Together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email id cs.bhat@gmail.com with a copy marked to evoting@kfntech.com. The scanned image of the above-mentioned documents should be in the naming format “Corporate Name_Event No.” The document should reach the Scrutinizer and such other person on or before Wednesday, September 29, 2021 at 5:00 P.M.

• Members whose email IDs are not registered with the Company/Depository Participants(s), and consequently the Annual Report, Notice of AGM and e-voting instructions cannot be serviced, will have to follow the following process:

• a) Members who have not registered their email address and in consequence the Annual Report, Notice of AGM and e-voting instructions cannot be serviced, may temporarily get their email address and mobile number provided with KFintech, by accessing the link: https://ris.kfntech.com/ clientservices/mobilereg/mobileemailreg.aspx. Members are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the notice and e-voting instructions along with the User ID and Password. In case of any queries, member may write to einward.ris@kfntech.com.

• b) Alternatively, member may send an e-mail request at the email id einward.ris@kfntech.com along with scanned copy of the signed copy of the request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Annual report, Notice of AGM and the e-voting instructions.

• c) After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.

GENERAL INSTRUCTIONS ON REMOTE E-VOTING

1. The remote e-voting period commences on Monday, September 27, 2021 at 10:00 a.m. and ends on Wednesday, September 29, 2021 at 5:00 p.m. During this period, the Members of the Company holding shares in physical form or in dematerialized form, as on the cut-off date, being September 24, 2021 may cast their vote by electronic means in the manner and process set out hereinabove. The e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently. Further, the Members who have cast their vote electronically shall not vote by way of poll at AGM.

2. The voting rights of the Members shall be in proportion to their shareholding in paid up equity share capital of the Company, subject to the provisions of the section 108 of the Companies Act, 2013 and Rules made thereunder, as amended, as on the cut-off date, being September 24, 2021.

3. A member can opt for only one mode of voting, i.e. either by e-voting or through poll at the AGM. In case of Member(s) who cast their votes by both modes, then voting done through e-voting shall prevail and the Ballot form of that member shall be treated as invalid.

4. Facility of voting through Poll paper shall also be made available at the Meeting. Members attending the Meeting, who have not exercised their right to vote through remote e-voting or ballot may vote at the AGM through poll paper for all businesses specified in the accompanying Notice.

5. Members who have cast their vote by remote e-voting prior to the Meeting, may also attend the Meeting, but shall not be entitled to cast their vote again.

6. In case a person has become the Member of the Company after the dispatch of AGM Notice but on or before the cut-off date i.e. September 24, 2021 or does not have his/her email id registered, may write to the Kfin on the email Id evoting@kfintech.com or to Mrs. C Shobha Anand, Contact No. 040-67162222, at [Unit: Smartlink Holdings Limited] KFin Technologies Private Limited, Kfintech Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032, requesting for the User ID and Password. After receipt of the above credentials, members are requested to refer to the instructions provided under “Procedure for E-Voting” section in the subsequent pages of this Notice to cast the vote.

7. In case of any query pertaining to e-voting, please visit Help & FAQ’s section of https://evoting.kfntech.com (KFin’s website) or contact Mrs. C Shobha Anand, Contact No. 040-67162222 at [Unit: Smartlink Holdings Limited] KFin Technologies Private Limited, Kfintech Selenium Tower B, Plot 31-32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad - 500 032, Telangana.

In this regard, please find below USER ID and Password for remote e-voting:

EVEN (E-Voting Event Number) USER ID PASSWORD

6 Smartlink Holdings Limited

ATTENDANCE SLIP

SMARTLINK HOLDINGS LIMITED

Registered Office: L-7, Verna Industrial Estate, Verna, Salcete, Goa - 403722 • CIN: L67100GA1993PLC001341

Tel: 0832-2885400, Fax: 0832-2783395 • Website: www.smartlinkholdings.com • Email id: Company.Secretary@smartlinkholdings.com

PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL

Joint shareholders may obtain additional Slip at the venue of the meeting.

DP Id*:	Folio No.:
Client Id:	No. of Shares:

Name and Address of the Shareholder:

I/We hereby record my / our presence at the 28[th] Annual General Meeting of the Company on Thursday, 30[th] day of September, 2021 at the Registered Office of the Company at L-7, Verna Industrial Estate, Verna, Salcete, Goa - 403722 at 11.00 A.M. *Applicable for investors holding shares in electronic form.

---

Signature of the Shareholder/Proxy

………………………………………………………………cut here……………………………………………………………...

PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

SMARTLINK HOLDINGS LIMITED

Registered Office: L-7, Verna Industrial Estate, Verna, Salcete, Goa - 403722 • CIN: L67100GA1993PLC001341 Tel: 0832-2885400, Fax: 0832-2783395 • Website: www.smartlinkholdings.com • Email id: Company.Secretary@smartlinkholdings.com Name of the member(s): E-mail Id:

Registered address:

Folio No./Client Id: DP/ID:

I/We, being the member(s) of shares of Smartlink Holdings Limited, hereby appoint (1) Name: Address: E-mail id: or failing him; (2) Name: Address: E-mail id: or failing him; (3) Name: Address: E-mail id:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 28[th] Annual General Meeting of the Company, to be held on Thursday, 30[th] day of September, 2021 at 11:00 a.m. at the registered office of the Company at L-7, Verna Industrial Estate, Verna, Salcete, Goa - 403722 and at any adjournment thereof in respect of such resolutions as are indicated below:

** I wish my above Proxy to vote in the manner as indicated in the box below:

** I wish my	** I wish my	above Proxy to vote in the manner as indicated in the box below:	above Proxy to vote in the manner as indicated in the box below:	above Proxy to vote in the manner as indicated in the box below:
Resolution No.		Resolutions			Optional*
					For	Against	Abstain
ORDINARY BUSINESS
1.		To receive, consider, approve and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the year ended 31stMarch, 2021, together with the Report of the Board of Directors and Auditors thereon.
2.		To re-appoint Mr. K. R. Naik, Director, who retires by rotation and being eligible, offers himself for re-appointment.
SPECIAL BUSINESS
3		To consider and if thought ft, to pass Special Resolution for re-appointment of Ms. Arati Naik as Wholetime Director designated as Executive Director of the Company.
4		To consider and if thought ft, to pass Special Resolution for re-appointment of Mr. Pradeep Rane as Independent Director of the Company.
Signed this	day of

==> picture [392 x 214] intentionally omitted <==

………………………………………………………………cut here……………………………………………………………...

Notes:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

2. A Proxy need not be a member of the Company. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

3. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company.

4. For the Resolutions, Explanatory Statement and Notes, please refer to Notice of the 28[th] Annual General Meeting.

5. *This is only Optional. Please put a ‘X’ in the appropriate column against the resolutions indicated in the Box. If you leave the ‘For’ ‘Against’ or ‘Abstain’ column blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

6. Please complete all details including details of member(s) in above box before submission.