Sonata Software Ltd. - Proxy Solicitation & Information Statement 2022

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2[nd ] August, 2022

National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Mumbai Kind Attn: Manager, Listing Department Stock Code – SONATSOFTW

BSE Limited P.J. Towers, Dalal Street Mumbai Kind Attn: Manager, Listing Department Stock Code - 532221

Dear Sirs/Madam,

Sub.: Notice of Postal Ballot

In furtherance to our communication dated 25[th] July, 2022 and in terms of Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, please find enclosed herewith copy of the Postal Ballot Notice dated 25[th] July, 2022 which has been sent to the Members on 2[nd] August, 2022 seeking their approval for issue of Bonus Shares.

In accordance with the relevant circulars issued by Ministry of Corporate Affairs and the SEBI, Postal Ballot notice has been sent through electronic mode, only to those Members whose email addresses are registered with the Company or Depositories / Depository Participants.

We would like to inform you that the Company has considered Friday, 29[th] July, 2022 as the cut-off date for determining eligible members to participate in the postal ballot process.

The Company has engaged National Securities Depositories Limited (“NSDL”) to provide e-Voting facility to its Members. The e-Voting period commences on Thursday, 4[th] August, 2022 from 9:00 A.M. (IST) and ends on Friday, 2[nd] September, 2022 at 5:00 P.M. (IST). Please note that communication of assent or dissent of the Members would only take place through remote e-Voting. The instructions for remote e- Voting are provided in the Postal Ballot Notice.

The Board has appointed Mr. Vijayakrishna K T, Practising Company Secretary, (CP: 980), as the Scrutinizer to scrutinize the postal ballot process in a fair and transparent manner.

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1/4, APS Trust Building, Bull Temple Road, N. R. Colony, Bengaluru - 560 019, India Regd. Off: 208, T. V. Industrial Estate, S. K. Ahire Marg, Worli, Mumbai - 400 030, India Tel: +91 80 6778 1999 | Fax: +91 80 2661 0972 | CIN: L72200MH1994PLC082110

Website: www.sonata-software.com email: [email protected]

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The Postal Ballot Notice is also available on the website of the Company at www.sonata-software.com and on the website of e-voting service provider, NSDL at https://www.evoting.nsdl.com.

Kindly take the same on record.

Thanking you,

Yours faithfully

For Sonata Software Limited

MANGAL Digitally signed by MANGAL KRISHNARAO KRISHNARAO KULKARNI Date: 2022.08.02 18:18:11 KULKARNI +05'30'

Mangal Kulkarni Company Secretary, Compliance Officer and Head-Legal

Encl.: As Above

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Website: www.sonata-software.com email: [email protected]

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SONATA SOFTWARE LIMITED

(CIN : L72200MH1994PLC082110)

Registered Office: 208,T V Industrial Estate, 2nd floor S. K. Ahire Marg, Worli, Mumbai – 400 030 Corporate Office: 1/4, APS Trust Building, Bull Temple Road, N.R.Colony, Bengaluru – 560 004

Tel: 91-80-6778 1999, Fax: 91-80-2661 0972, E-mail: [email protected], Website: www.sonata-software.com

NOTICE OF POSTAL BALLOT TO THE SHAREHOLDERS

[Pursuant to the provisions of Section 108 and Section 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s)

Notice is hereby given that the resolution set out below is proposed to be passed by the Members of Sonata Software Limited (“the Company”) by means of Postal Ballot, only by way of remote e-voting process (“e-voting”), pursuant to Sections 108 and 110 of the Companies Act, 2013 (“the Act”), Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and other applicable provisions of the Act and the Rules, 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 and 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021 and 3/2022 dated May 5, 2022 read with other relevant circulars, if any, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Secretarial Standards on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and other applicable laws, rules and regulations [including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and as amended from time to time]. This Notice is accordingly being issued in compliance with the said MCA Circulars. This Notice is being sent through electronic mode to all the Members who have registered their email addresses with the Company/ Registrar and Share Transfer Agent (“RTA”) or with Depository / Depository participants and the physical Notice (along with postal ballot forms) and pre-paid business envelope through post will not be sent to the Members for this Postal Ballot. The communication of assent / dissent of the Members will take place only through the remote e-voting system.

The proposed resolution and explanatory statement pertaining to the said resolution setting out all material facts concerning thereto as required in terms of Section 102 of the Act read with the Rules and the MCA Circulars are appended below seeking consent of the Members of the Company by Postal Ballot through e-voting.

In compliance with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of Listing Regulations and the MCA Circulars, the Company has provided remote electronic voting facility only for this postal ballot process. The Company has engaged the services of National Securities Depository Limited (“NSDL”) for facilitating e-voting in order to enable the Members to cast their votes electronically. You are requested to carefully read the instructions in this Postal Ballot Notice and record your assent (FOR) or dissent (AGAINST) through the remote e-voting process not later than 5:00 P.M. IST on Friday, 2nd September, 2022, failing which it will be strictly considered that no reply has been received from the Member. The e-voting facility is available at the link https://www.evoting.nsdl.com. The

resolution, if passed by requisite majority, shall be deemed to have been passed on the last date of voting i.e., Friday, 2nd September, 2022.

The Company has, in compliance with Rule 22(5) of the Rules, appointed Mr. Vijayakrishna K T, Company Secretary in practice (C.P. No. 980) as ‘Scrutinizer’ to scrutinize the Postal Ballot process in a fair and transparent manner. Mr. Vijayakrishna K T has consented to act as the Scrutinizer for this Postal Ballot Process. After completion of scrutiny of the votes, the Scrutinizer will submit his report to Chairman of the Company, or a person authorized by Chairman. Based on the report of Scrutinizer, the results of the Postal Ballot/ remote e-voting shall be announced within two (2) working days of conclusion of remote e-voting process i.e., on or before Tuesday, 6th September, 2022 and will be displayed at the Company’s website www.sonata-software.com and service providers website https://www.evoting.nsdl.com besides communicating to the stock exchanges and depositories. The Company will also display the results of the Postal Ballot at its Registered Office. The last date for receipt of votes vide e-voting i.e., 5:00 P.M. (IST), Friday, 2nd September, 2022 shall be deemed to be the date of passing of the resolution, if passed by requisite majority in accordance with SS-2 on General Meetings.

The Members are requested to consider the following proposed resolution:

SPECIAL BUSINESS:

ITEM NO. 1: ISSUE OF BONUS SHARES.

To consider and if thought fit, to pass, the following resolution as an

Ordinary Resolution :

“RESOLVED THAT in accordance with the provisions of Section 63 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Share Capital and Debentures) Rules, 2014, the relevant provisions of the Memorandum and Articles of Association of the Company and recommendation of the Board of Directors and subject to Regulations and guidelines issued by the Securities and Exchange Board of India (“SEBI”) i.e., SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“the ICDR Regulations”), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and other applicable regulations, rules and guidelines issued by SEBI and the Reserve Bank of India (“RBI”) from time to time, the enabling provisions of the Articles of Association of the Company and subject to such approvals, consents, permissions, conditions and sanctions as may be necessary from appropriate authorities and subject to such terms and modifications, if any, as may be specified while according such approvals and subject to acceptance of such conditions or modifications by the Board of Directors of the Company, consent

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SONATA SOFTWARE LIMITED

of the Members be and is hereby accorded to the Board of Directors of the Company (‘the Board’, which term shall include any Committee authorized by the Board to exercise its powers including powers conferred on the Board by this resolution) for capitalization of such sums standing to the credit of the General reserves and/ or Retained earnings and/ or Securities premium account of the Company as determined by the Board as may be necessary, for the purpose of issue of bonus equity shares of Re. 1/- (Rupee One only) each, credited as fully paid as bonus equity shares to the eligible Members of the Company holding equity shares of Re. 1/- (Rupee One only) each of the Company whose names appear in the Register of Members of the Company / List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) on the ‘Record Date’ to be determined by the Board for this purpose, in the proportion of 01 (one) new fully paid-up equity share of Re. 1/- (Rupee One only) each for every 03 (three) existing fully paid-up equity shares of Re. 1/- (Rupee one only) each held by them and that the new bonus equity shares so issued and allotted shall, for all purposes, be treated as an increase in the paid-up capital of the Company held by each such Member.

RESOLVED FURTHER THAT the bonus equity shares so allotted shall rank pari-passu in all respects with the fully paidup equity shares of the Company as existing on the Record Date.

RESOLVED FURTHER THAT no letter of allotment shall be issued to the allottees, and in the case of Members who hold equity shares or opt to receive equity shares in dematerialized form, the bonus equity shares shall be credited to the respective beneficiary accounts of the Members with their respective Depository Participant(s) and in the case of Members who hold equity shares in physical form, the share certificate(s) in respect of the bonus equity shares shall be dispatched, within such time as prescribed by law and the relevant authorities, subject to guidelines as may be issued by SEBI in this regard.

RESOLVED FURTHER THAT the Board be and is hereby authorized to make appropriate adjustments necessary for the issue of bonus equity shares as aforesaid, to the stock options which have been granted to employees of the Company under its Employee Stock Option Plan, 2013, pursuant to the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and any amendments thereto from time to time, such that the number of stock options which are available for granting and those already granted but not exercised as on the Record Date shall be appropriately adjusted, with respect to exercise price and number of stock options as may be required.

RESOLVED FURTHER THAT in case of fractional shares, if any, arising out of the issue and allotment of the bonus equity shares, the Board be and is hereby authorized to make suitable arrangements to deal with such fractions for the benefit of the eligible Members, who are entitled to receive proceeds for their respective fractional entitlements.

RESOLVED FURTHER THAT the issue and allotment of the said bonus equity shares to the extent they relate to NonResident Indians (NRIs), Foreign Institutional Investors (FIIs) / Foreign Portfolio Investor (FPIs), Persons of Indian Origin (‘PIO’) / Overseas Corporate Bodies (‘OCBs’) and other Foreign Investors, be subject to the approval of RBI or any other regulatory authority, as may be necessary.

RESOLVED FURTHER THAT for the purposes of giving effect to the issuance of bonus equity shares resolved hereinbefore, the Board and other designated officers of the Company be and are hereby

authorized on behalf of the Company to do all such acts, deeds, matters and things as it may at their discretion deem necessary or desirable for such purpose, including without limitation, filing a registration statement, if any, and other documents with the SEBI, listing the additional equity shares on BSE Limited, National Stock Exchange of India Limited as the case may be, in regard to such bonus issue as it may in its absolute discretion deem fit and without being required to seek any further consent or approval of the Members and that the Members shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take all other steps as may be necessary to give effect to the aforesaid resolution and determine all other terms and conditions of the issue of bonus equity shares and to give such direction as may be necessary, proper and to settle any question, difficulty or doubt whatsoever that may arise with regard to issue, allotment, distribution and listing of shares as the Board may in its absolute discretion deem fit and its decision shall be final and binding.”

By Order of the Board For SONATA SOFTWARE LIMITED

		Mangal Krishnarao Kulkarni
Date:	25thJuly, 2022	Company Secretary
Place:	Bengaluru	ACS: 11861

Notes:

The Explanatory Statement pursuant to Section 102(1) of the Act read with the Rules, setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is annexed hereto for your consideration.
In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those Members who have registered their email addresses with the Company/ Registrar and Share Transfer Agent (“RTA”) or with Depository / Depository participants as on Friday, 29th July, 2022 (“CutOff Date”) received from the Depositories / Depository Participants and whose e-mail address is registered with the Company/Registrar and Share Transfer Agent (“RTA”) or Depositories / Depository Participants. Physical copies of the Postal Ballot Notice along with postal ballot forms and prepaid business reply envelopes are not being sent to Members for this Postal Ballot.
This Postal Ballot Notice will also be available on the Company’s website at www.sonata-software.com, websites of the Stock Exchanges, that is, BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of the service providers at https://www.evoting.nsdl.com.
In light of the MCA Circulars, shareholders who have not registered their email addresses and in consequence the e-voting notice could not be serviced, may temporarily get their email registered with the Company's RTA or NSDL at [email protected] or [email protected], respectively. Post successful registration of the email, the shareholder would get soft copy of the notice and the procedure for e-voting along with the User ID and Password to enable e-voting for this Postal Ballot. In case of any queries, shareholder may write to [email protected] or call on toll free no. 1800 1020 990/1800 224 430.

Notice of Postal Ballot

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Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-Off Date will only be considered eligible for the purpose of e-voting. A person who becomes a member after the CutOff Date should treat this notice for information purpose only.
Voting rights of a Member / Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/her/ its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.
Pursuant to Sections 108, 110 and other applicable provisions of the Act and the Rules made there under, the MCA Circulars and Regulation 44 of the Listing Regulations read with circular of SEBI on e-Voting Facility provided by Listed Entities, dated December 9, 2020, SS-2, and any amendments thereto, the Company is providing the facility to the members to exercise their right to vote on the proposed resolution electronically. The Company has engaged the services of NSDL as the agency to provide e-voting facility. The instructions for e-voting are provided as part of this Postal Ballot Notice which the members are requested to read carefully before casting their vote.
During the remote e-voting period, Members can login at NSDL e-voting platform any number of times till they have voted on the resolution. Once the vote on resolution is cast by a Member, whether partially or otherwise, Member shall not be allowed to change it subsequently or cast the vote again.
The Remote e-voting period commences at 9:00 a.m. (IST) on Thursday, 4th August, 2022 and ends at 5:00 p.m. (IST) on Friday, 2nd September, 2022. Members desiring to exercise their vote should cast their vote during this period, to be eligible for being considered. During this period, Members of the Company holding shares either in physical or dematerialized form as on the Cut-off date, i.e. Friday, 29th July, 2022 (including those Members who may not have received this Notice due to non-registration of their e-mail address with the Company or the Depositories / Depository Participants), may cast their vote electronically, in respect of the resolution as set out in this Notice only through remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter.
Results of postal ballot will be announced not later than Tuesday, 6th September, 2022 along with the Scrutinizer’s Report would be displayed at the Registered Office of the Company, communicated to stock exchanges where the shares of the Company are presently listed. Additionally, the results will also be uploaded on the Company’s website, www.sonata-software.com and on website of NSDL, https://www.evoting.nsdl.com.
The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date of e-voting i.e., Friday, 2[nd] September, 2022.
Members holding shares in physical form and who have not registered their e-mail address with the Company or Registrar and Share Transfer Agent (“RTA”) can now register the same by sending an email to einward.ris@k intech.com. Members holding Shares in DEMAT form are requested to register their e-mail address with their Depository Participants only. The

registered e-mail address will be used for sending future communications.

Resolution passed by the Members through postal ballot is deemed to have been passed as if they have been passed at a General Meeting.
The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.
A Member cannot exercise his/her vote by proxy on postal ballot as this is being conducted by remote e-voting.
All documents referred to in this Postal Ballot Notice will be available for inspection electronically until the last date of voting. Members seeking to inspect such documents can send an email to [email protected].

INSTRUCTIONS FOR ‘E-VOTING’:

1) E-VOTING FACILITY:
i. Pursuant to the provisions of Section 108 and other applicable provisions of the Act read with the Rules and Regulation 44 of Listing Regulations, as amended, read with circular dated December 9, 2020 of SEBI on e-Voting Facility provided by Listed Entities, the Company is providing e-voting facility of NSDL to its Members to exercise their right to vote on the proposed resolution by electronic means.
ii. The e-voting facility will be available during the following period:

period:
Commencement of e-voting	End of e-voting
Thursday, 4thAugust, 2022 (9.00 a.m. IST)	Friday, 2ndSeptember, 2022 (5.00 p.m. IST)

The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by NSDL upon expiry of the aforesaid period.

iii. The details of the process and manner for remote e-voting are explained herein below: Step 1: Log-in to NSDL e-voting system at

www.evoting.nsdl.com

Step 2: Cast your vote electronically on NSDL e-voting system

- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting for Individual shareholders holding securities in DEMAT mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in DEMAT mode are allowed to vote through their DEMAT account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their DEMAT accounts in order to access e-Voting facility.

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SONATA SOFTWARE LIMITED

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Type of shareholders	Login Method
Individual Shareholders holding securities in DEMAT mode with NSDL.	1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Benefcial Owner”icon under“Login”which is available under‘IDeAS’section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on“Access to e-Voting”under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider i.e., NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 2. If you are 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 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e., your sixteen-digit DEMAT account number hold with NSDL), Password/OTP and a Verifcation Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e., NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period. 4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in DEMAT mode with CDSL	1. Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.comand click on New System Myeasi. 2. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e., NSDL.Click on NSDLto cast your vote. 3. If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing DEMAT Account Number and PAN No. from a link inwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the DEMAT Account. After successful authentication, user will be provided links for the respective ESP i.e.,NSDLwhere the e-Voting is in progress.
Individual Shareholders (holding securities in DEMAT mode) login through their depository participants	You can also login using the login credentials of your DEMAT account through your Depository Participant registered with NSDL/CDSL for e-Voting facility upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e., NSDL and you will be redirected to e-Voting website of NSDL for casting your vote 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 above-mentioned website.

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

Depository i.e., NSDL and CDSL.
Login type	Helpdesk details
Individual Shareholders holding securities in DEMAT mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] call at toll free no.: 1800 1020 990 and 1800 224 430
Individual Shareholders holding securities in DEMAT mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request [email protected] or contact at 022- 23058738 or 022- 23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in DEMAT mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

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, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e., IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e., Cast your vote electronically.
Your User ID details are given below:

Manner of holding shares i.e., DEMAT (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in DEMAT account with NSDL.	8 Character DP ID followed by 8 Digit Client ID
	For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in DEMAT account with CDSL.	16 Digit Benefciary ID
	For example, if your Benefciary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company
	For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001

Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
- (i) If your email ID is registered in your DEMAT account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e., a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
- (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?” (If you are holding shares in your DEMAT account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) “Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your DEMAT account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-Voting will open.

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SONATA SOFTWARE LIMITED

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- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting

system?

1.	After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose votingcycle.
2.	Select “EVEN” of company for which you wish to cast your vote duringthe remote e-Voting period.
3.	Now you are ready for e-Voting as the Voting page opens.
4.	Cast your vote by selecting appropriate options i.e., assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confrm” whenprompted.
5.	Upon confrmation, the message “Vote cast successfully” will be displayed.
6.	You can also take the printout of the votes cast by you byclickingon theprint option on the confrmationpage.
7.	Once you confrm your vote on the resolution, you will not be allowed to modify your vote.
General Guidelines for shareholders
1.	Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/ JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to [email protected]. Institutional shareholders (i.e., other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on"Upload Board Resolution / Authority Letter"displayed under"e-Voting"tab in their login.
2.	It is strongly recommended not to share your password with any other person and take utmost care to keep your password confdential. Login to the e-voting website will be disabled upon fve unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting. nsdl.com to reset the password.
3.	In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section ofwww.evoting.nsdl.comor call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to [email protected] contact Ms. Sarita Mote, Assistant Manager-NSDL or Ms. Soni Singh, Assistant Manager- NSDL, who will address the grievances on e-Voting at [email protected].

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolution set out in this notice:

In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to [email protected].
In case shares are held in DEMAT mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholder holding securities in DEMAT mode, you are requested to refer to the login method explained at step 1 (A) i.e., Login method for e-Voting for Individual shareholders holding securities in DEMAT mode.
Alternatively, shareholder/members may send a request to [email protected] for procuring user id and password for e-voting by providing above mentioned documents.
In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in DEMAT mode are allowed to vote through their DEMAT account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their DEMAT account in order to access e-Voting facility.

By Order of the Board For SONATA SOFTWARE LIMITED Mangal Krishnarao Kulkarni Company Secretary ACS: 11861

Date: 25[th] July, 2022 Place: Bengaluru

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EXPLANATORY STATEMENT

(Pursuant to Sections 102(1) and 110 of the Companies Act, 2013)

The following Explanatory Statement is furnished in respect of the Special Business of the Postal Ballot Notice:

Item No.1:

The Board of Directors at their meeting held on 25th July, 2022, subject to consent of the Members of the Company, have approved and recommended issue of bonus equity shares of Re.1/- (Rupee One only) each credited as fully paid-up to eligible Members of the Company in the proportion of 01 (one) new fully paid-up equity share of Re. 1/- (Rupee One only) each for every 03 (three) existing fully paid-up equity shares of Re. 1/- (Rupee One only) each held by them.

The bonus equity shares, once allotted, shall rank pari-passu in all respects and carry the same rights as the existing equity shares and holders of the bonus equity shares shall be entitled to participate in full in any dividend and other corporate action, recommended and declared after the new equity shares are allotted.

The issue of bonus equity shares would, inter alia, require appropriate adjustments with respect to all the stock options of the Company under the Employee Stock Option Plan, 2013 and pursuant to the SEBI (Share Based Employee Benefits and sweat equity) Regulations, 2021 and any amendments thereto from time to time, such that number of stock options which are available for granting and those already granted but not exercised as on the Record Date shall be appropriately adjusted, with respect to exercise price and number of stock options as may be required.

Pursuant to the provisions of Section 63 and other applicable provisions, if any, of the Companies Act, 2013 and subject to applicable statutory and regulatory approvals, the issue of bonus shares of the Company along with capitalization of the amount standing to the credit of General reserves and/ or Retained earnings and/ or Securities premium account requires the approval of the Members of the Company. Accordingly, approval of the Members of the Company is hereby sought by way of an Ordinary Resolution as set out in Item No. 1 of the Postal Ballot Notice.

In case of fractional entitlements arising out of the issue of bonus equity shares, the Board will make suitable arrangements to deal with such fractions for the benefit of the eligible Members, who are entitled to receive proceeds for their respective fractional entitlements.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of this Postal Ballot Notice except to the extent of their shareholding in the Company.

The Board of Directors of the Company recommends that the Resolution under Item No. 1 be passed in the interest of your Company.

Registered Office: By Order of the Board 208, T.V. Industrial Estate For SONATA SOFTWARE LIMITED 2nd floor, S.K. Ahire Marg, Worli, Mumbai – 400 030 Mangal Krishnarao Kulkarni Date: 25[th] July, 2022 Company Secretary Place: Bengaluru ACS: 11861

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AI assistant

Sonata Software Ltd. Proxy Solicitation & Information Statement 2022

60845_rns_2022-08-02_913d5e0d-c3ed-4699-bbbe-e93663c58d77.pdf

Sub.: Notice of Postal Ballot

SONATA SOFTWARE LIMITED

NOTICE OF POSTAL BALLOT TO THE SHAREHOLDERS

[Pursuant to the provisions of Section 108 and Section 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s)

SPECIAL BUSINESS:

ITEM NO. 1: ISSUE OF BONUS SHARES.

Ordinary Resolution :

SONATA SOFTWARE LIMITED

Notes:

INSTRUCTIONS FOR ‘E-VOTING’:

- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting for Individual shareholders holding securities in DEMAT mode

B) Login Method for shareholders other than Individual shareholders holding securities in DEMAT mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting

system?

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolution set out in this notice:

EXPLANATORY STATEMENT

Item No.1:

AI assistant

Sonata Software Ltd. — Proxy Solicitation & Information Statement 2022

60845_rns_2022-08-02_913d5e0d-c3ed-4699-bbbe-e93663c58d77.pdf

Sub.: Notice of Postal Ballot

SONATA SOFTWARE LIMITED

NOTICE OF POSTAL BALLOT TO THE SHAREHOLDERS

[Pursuant to the provisions of Section 108 and Section 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s)

SPECIAL BUSINESS:

ITEM NO. 1: ISSUE OF BONUS SHARES.

Ordinary Resolution :

SONATA SOFTWARE LIMITED

Notes:

INSTRUCTIONS FOR ‘E-VOTING’:

- Step 1: Access to NSDL e Voting system

A) Login method for e-Voting for Individual shareholders holding securities in DEMAT mode

B) Login Method for shareholders other than Individual shareholders holding securities in DEMAT mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting

system?

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolution set out in this notice:

EXPLANATORY STATEMENT

Item No.1:

More from Sonata Software Ltd.

Sonata Software Ltd. Proxy Solicitation & Information Statement 2022