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Suvidhaa Infoserve Limited Proxy Solicitation & Information Statement 2024

Mar 26, 2024

62797_rns_2024-03-26_8f59056c-938d-4d51-a928-49bc65d42087.pdf

Proxy Solicitation & Information Statement

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Date: March 26, 2024

To,
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai – 400 001
Scrip Code: 543281
To,
National Stock Exchange of India Limited
Exchange Plaza, Bandra Kurla Complex
Bandra (E), Mumbai-400051
Symbol: SUVIDHAA

Sub: Notice of Postal Ballot

Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and further to our letter dated February 6, 2024, please find enclosed the Notice of Postal Ballot dated February 12, 2024 (“ Postal Ballot Notice ”), being dispatched today, for seeking the approval of the members of Suvidhaa Infoserve Limited (“ the Company ”) by means of Postal Ballot, only through remote e-voting process, on items of special business forming part of the Postal Ballot Notice.

This Postal Ballot Notice is being sent, by email only, to those members whose names appear on the Register of Members or Register of Beneficial Owners maintained by the Depositories as on close of Friday, March 22, 2024 (“ the Cut-off date ”) and who have registered their e-mail address with the Company / Registrar / Depositories.

Please note that the communication of assent or dissent of the members would only take place through the remote e-voting facility and physical copy of Postal Ballot Form will not be available for this Postal Ballot. The Company has engaged the services of National Securities Depository Limited (“ NSDL ”) for providing remote e-voting facility to all its members.

The remote e-voting period will commence on Wednesday, March 27, 2024 at 9:00 a.m. (IST) and will end on Friday, April 26, 2024 at 5:00 p.m. (IST) . During remote e-voting period, members of the Company holding shares in physical or dematerialised form as on the cut-off date i.e., Friday, March 22, 2024 may record their assent or dissent on the resolution proposed to be transacted by means of postal ballot, only through remote e-voting process. The e-voting module shall be disabled by NSDL for voting thereafter. The instructions for remote e-voting are mentioned in the Postal Ballot Notice. The results of Postal Ballot will be declared on or before Monday, April 29, 2024 .

The Postal Ballot Notice is also available on the website of the Company at https://www.suvidhaa.com and on the website of NSDL at https://www.evoting.nsdl.com.

Suvidhaa lnfoserve Limited

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(Formerly known as Suvidhaa lnfoserve Pvt. Ltd.) CIN No . L72900GJ2007PLC109642 I GSTIN . 27AAKCS9448K1ZJ

Registered Office : Unit No 02, 28th Floor, GIFT-II Building, Block No. 56, Road-5C, Zone-5, Gift City, Gandhinagar- 382355 Gujarat, India Corporate Office : 14, Olympus Industrial Estate, Off. Mahakali Caves Road, Andheri (East), Mumbai - 400 093. Maharashtra, India Tel.:+ 91 9223 225 225 • Email: [email protected] URL: www.suvidhaa.com

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The procedure for registration or updation of email address by the member(s) is set out in the Notes of the Postal Ballot Notice.

For Suvidhaa Infoserve Limited

Digitally signed by HARISH RAMESH CHALAM HARISH DN: c=IN, o=Personal, title=3174, pseudonym=7E32C9B8D45B870222BEC5D41197B89 4B41E9553, 2.5.4.20=15f2ea4e807f50a4b3758708b4151e461533 RAMESH a1e587171f459ffd94aee1c7a3ec, postalCode=400606, st=Maharashtra, serialNumber=24A375F44B5D8F746F2A16122EDA2 C115EF07CC5AC24727673156701292BC7EF, CHALAM cn=HARISH RAMESH CHALAM Date: 2024.03.26 18:41:31 +05'30' Harish Chalam Company Secretary & Compliance Officer Membership No.: A61487

Encl.: a/a

Suvidhaa lnfoserve Limited

(Formerly known as Suvidhaa lnfoserve Pvt. Ltd.) CIN No . L72900GJ2007PLC109642 I GSTIN . 27AAKCS9448K1ZJ

Registered Office : Unit No 02, 28th Floor, GIFT-II Building, Block No. 56, Road-5C, Zone-5, Gift City, Gandhinagar- 382355 Gujarat, India Corporate Office : 14, Olympus Industrial Estate, Off. Mahakali Caves Road, Andheri (East), Mumbai - 400 093. Maharashtra, India Tel.:+ 91 9223 225 225 • Email: [email protected] URL: www.suvidhaa.com

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Suvidhaa Infoserve Limited

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Suvidhaa Infoserve Limited

CIN: L72900GJ2007PLC109642

Regd. Off.: Unit No 02, 28[th] Floor, GIFT-II Building, Block No. 56, Road-5C, Zone-5, Gift City, Gandhi nagar, Gujarat- 382355 Corporate office: 14, Olympus Industrial Estate, Off. Mahakali Caves Road, Andheri (E) Mumbai, Maharashtra - 400093. E-mail ID: [email protected] | Web: www.suvidhaa.com

NOTICE OF POSTAL BALLOT

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

REMOTE E-VOTING STARTS ON REMOTE E-VOTING ENDS ON
09.00 A.M. (IST), Wednesday, March 27, 2024 05.00 P.M. (IST), Friday, April 26, 2024

Dear Member(s),

Notice is hereby given pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013, (the Act), read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended (Rules}, read with the General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th ] April, 2020 and the latest one being General Circular No.9/2023 dated 25[th] September, 2023 issued by the Ministry of CorporateAffairs (MCA Circulars) and any other applicable law, rules and regulations (including any statutory modification(s) or reenactment(s} thereof, for the time being in force and as amended from time to time}, that the Special Resolution as set out in this Notice is proposed for consideration by the Members of the Company for passing by means of Postal Ballot by voting through electronic means only.

An Explanatory Statement pursuant to Sections 102, 110 and other applicable provisions, if any, of the Act, pertaining to the resolution setting out the material facts and reasons thereof, is appended to this Postal Ballot Notice.

In compliance with Regulation 44 ofthe SEBI (Listing Obligations and Disclosure Requirements} Regulations, 2015, as amended (Listing Regulations) and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only toe-voting i.e., by casting votes electronically instead of submitting postal ballot forms. Accordingly, the Postal Ballot Notice and instructions fore-voting are being sent only through electronic mode to those Members whose email address is registered with the Company / depository participant(s). The details of the procedure to cast the vote form part of the Notes to this Notice.

The remote e-voting period commences from 9.00 A.M. (IST) on Wednesday, March 27, 2024, and ends at 5.00 P.M. (IST) on Friday, April 26, 2024.

The Company has appointed Mr. Ashish C. Doshi (FCS: 3544 and COP No.: 2356), Partner, SPANJ & Associates Practicing Company Secretary to act as the Scrutinizer, for conducting the Postal Ballot process, in a fair and transparent manner. The Scrutinizer will submit his report to the Chairman of the Company (the Chairman} or any other person authorized by the Chairman, and the results of the voting by Postal Ballot will be announced not later than 48 hours from the conclusion of the e-voting. The results declared along with the Scrutinizer’s Report shall be communicated in the manner provided in this Postal Ballot Notice.

The said results along with the Scrutinizer’s Report would be intimated to BSE Limited and National Stock Exchange of India Limited (NSE), where the Equity Shares of the Company are listed. The results will also be uploaded on the Company’s website www.suvidhaa.com and on the website of National Securities Depository Limited (Also Known as “NSDL”) www.evoting.nsdl.com

Postal Ballot Notice

1

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SPECIAL BUSINESS

1. Appointment of Ms. Krupa Gopan Joshi (DIN: 10491746) as an Independent 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 and 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the Act} and the Rules made thereunder and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) (including any statutory modification(s) or re-enactment thereof for the time being in force}, the provisions of the Articles of Association of the Company and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, approval of the Members be and is hereby accorded for appointment of Ms. Krupa Gopan Joshi (DIN: 10491746), who was appointed as an Additional Director (in the capacity of a Non-Executive Independent Director) of the Company by the Board of Directors with effect from February 6, 2024, and who has submitted a declaration that she meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and is eligible for appointment under the provisions of the Act, the Rules made thereunder and the Listing Regulations, and in respect of whom the Company has received a Notice in writing under Section 160(1) of the Act proposing his candidature for the office of a Director,as an Independent Director, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years i.e., from February 6, 2024 upto February 5, 2029.

‘‘RESOLVED FURTHER THAT any one Director, be and is hereby authorised to do all acts, deeds, matters and things as may be deemed necessary and/or expedient in connection therewith or incidental thereto, to give effect to the foregoing resolution.”

By Order of the Board of Directors For Suvidhaa Infoserve Limited sd/Harish Chalam Company Secretary and Compliance Officer Membership No. A61487

Place : Mumbai Date : February 12, 2024

CIN: L72900GJ2007PLC109642

Registered Office:

Unit No 02, 28th Floor, GIFT-II Building Block No. 56, Road-5C, Zone-5 Gift City, Gandhi nagar, Gujarat- 382355

Corporate Office:

14, Olympus Industrial Estate, Off. Mahakali Caves Road, Andheri (E) Mumbai, Maharashtra - 400093 Website: www.suvidhaa.com E-mail: [email protected]

Postal Ballot Notice

2

Suvidhaa Infoserve Limited

NOTES:

  1. The Explanatory Statements and reasons for the proposed Special Resolution pursuant to Section 102 read with Section 110 of the Act setting out material facts are appended herein below. Details in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) form part of the Explanatory Statement forming part of this Notice and the Secretarial Standard on General Meetings (SS‐2) issued by the Institute of Company Secretaries of India, in respect of the Director seeking appointment, are also annexed to the Notice.

  2. In compliance with the MCA Circulars, the Notice is being sent by electronic mode alone to those Members whose names appear in the Register of Members / List of Beneficial Owners maintained by the Company and as received from National Securities and Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) (Depositories) as on Friday March 22, 2024 and whose e-mail IDs are registered with the Company I Depositories. For Members who have not registered their e-mail IDs, please follow the instructions given under Note No.10.

  3. In accordance with the MCA Circulars, physical copies of the Notice are not being sent to Members for this Postal Ballot. Members are requested to provide their assent or dissent through e-voting only.

  4. The Members, whose names appear in the Register of Members / List of Beneficial Owners as received from Depositories as on Friday March 22, 2024, being the cut-off date, are entitled to vote on the Resolution set forth in this Notice. A person who is not a Member as on the cut-off date should treat this Notice of Postal Ballot for information purpose only.

  5. In compliance with provisions of Section 108 and Section 110 and other applicable provisions of the Act read with the Companies (Management & Administration) Rules, 2014, the Company is pleased to offer e-voting facility to all the Members of the Company. For this purpose, the Company has availed the service of National Securities Depository Limited (Also Known as “NSDL”), for facilitating a-voting to enable the Members to cast their votes electronically.

  6. Members may please note that the Postal Ballot Notice will also be available on the Company’s website at www.suvidhaa.com , websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL www.evoting. nsdl.com

  7. All the material documents referred to in the Explanatory Statement, shall be available for inspection for Members through electronic mode from Wednesday, March 27, 2024 to Friday, April 26, 2024 basis the request being sent on [email protected] mentioning their name, Folio no./Client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the email.

  8. The voting rights of Members shall be in proportion to their shares of the paid-up equity share capital of the Company as on Friday, March 22, 2024, being the cut-off date fixed for the purpose.

  9. Voting Rights in the Postal Ballot cannot be exercised by a proxy.

  10. Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by writing to Link Intime India Private Limited of the signed request letter in Form ISR-1 mentioning the name and address of the Member, self-attested copy of the PAN card, and self-attested copy of any document (eg.: Aadhaar, Driving License, Election Identity Card, Passport) in support of the address of the Member. Members holding shares in dematerialised mode are requested to register / update their email addresses with the relevant Depository Participants.

  11. The Scrutinizer will submit his report to the Chairman or any other person authorized by him after completion of the scrutiny and the results of the e-voting by Postal Ballot will be announced not later than 48 hours from the conclusion of the e-voting. The Resolution, if passed by requisite majority shall be deemed to have been passed on Friday, April 26, 2024, being the last date specified by the Company for e-voting.

Postal Ballot Notice

3

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  1. The declared results along with the Report of the Scrutinizer shall be forwarded to the BSE Limited and National Stock Exchange of India Limited and shall be uploaded on the website of the Company i.e., www.suvidhaa.com and website of NSDL. www.evoting. nsdl.com

  2. The Scrutinizer’s decision on the validity of a E-voting will be final

  3. Pursuant to Section 113 of the Act, a person authorised by resolution shall be entitled to exercise the right to vote by postal ballot through remote e-voting on behalf of the body corporate which he / she represents. Institutional / corporate members (i.e., other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF / JPG format) of resolution authorising their representative to vote on their behalf, to the Scrutinizer at [email protected].

  4. Process and manner for remote e-voting facility provided by NSDL.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting 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.

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

Type of shareholders Login Method
Individual
Shareholders
holding
securities in demat mode with NSDL.
1.
2.
3.
ExistingIDeASuser can visit the e-Services website of NSDL Viz.
https://eservices.nsdl.comeither on a Personal Computer or on
a mobile. On the e-Services home page click on the“Benefcial
Owner”icon under“Login”which is available under‘IDeAS’
section , this will prompt you to enter your existing User ID
and Password. After successful authentication, you will be able
to see e-Voting services under Value added services. Click on
“Access to e-Voting”under e-Voting services and you will be
able to see e-Voting page. Click on company name ore-Voting
service provider i.e. NSDLand you will be re-directed to
e-Voting website of NSDL for casting your vote during the
remote e-Voting period.
If you are not registered for IDeAS e-Services, option to register is
available athttps://eservices.nsdl.com.Select“Register Online for
IDeAS Portal”or click athttps://eservices.nsdl.com/SecureWeb/
IdeasDirectReg.jsp
Visit the e-Voting website of NSDL. Open web browser by typing
the following URL:https://www.evoting.nsdl.com/either on a
Personal Computer or on a mobile. Once the home page of e-Voting
system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section. A new screen will open. You will have
to enter your User ID (i.e. your sixteen digit demat account number
hold with NSDL), Password/OTP and a Verifcation Code as shown on
the screen. After successful authentication, you will be redirected to
NSDL Depository site wherein you can see e-Voting page. Click on
company name ore-Voting service provider i.e. NSDLand you will
be redirected to e-Voting website of NSDL for casting your vote during
the remote e-Voting period.

Postal Ballot Notice

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Suvidhaa Infoserve Limited

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. 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 users to login Easi / Easiest are requested to
visit CDSL website www.cdslindia.com and click on login icon
& New System Myeasi Tab and then user your existing my easi
username & password.
2. After successful login the Easi / Easiest user will be able to see
the e-Voting option for eligible companies where the evoting
is in progress as per the information provided by company.
On clicking the evoting 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 system of all e-Voting
Service Providers, so that the user can visit the e-Voting service
providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register
is available at CDSL website www.cdslindia.com and click on
login & New System Myeasi Tab and then click on registration
option.
4. Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-Voting
link available onwww.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 able to see the e-Voting option
where the evoting is in progress and also able to directly access
the system of all e-VotingService Providers.
Individual
Shareholders
(holding
securities in demat mode) login
through their depository participants
You can also login using the login credentials of your demat
account through your Depository Participant registered with
NSDL/CDSL for e-Voting facility. upon logging in, you will be
able to see e-Voting option. Click on e-Voting option, you will
be redirected to NSDL/CDSL Depository site after successful
authentication, wherein you can see e-Voting feature. Click on
company name or e-Voting service provider i.e. NSDL and you will
be redirected to e-Voting website of NSDL for casting your vote
duringthe remote e-Voting period.

Postal Ballot Notice

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

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

to login through 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 022 - 4886 7000
Individual Shareholders holding securities in demat
mode with CDSL
Members facing any technical issue in login can
contact CDSL helpdesk by sending a request at
[email protected] contact at toll
free no. 1800 22 55 33

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?

  1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting. nsdl.com/ either on a Personal Computer or on a mobile.

  2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

  3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below :
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
thenyour 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 regis-
tered with the company
For example if folio number is 001 and EVEN is
101456 then user ID is 101456001
  1. Password details for shareholders other than Individual shareholders are given below:

  2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

  3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  4. c) How to retrieve your ‘initial password’?

Postal Ballot Notice

6

Suvidhaa Infoserve Limited

  - (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.**
  1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

  2. 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.

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

  4. 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.

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

  6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

  7. Now, you will have to click on “Login” button.

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

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 voting cycle.

  2. Select “EVEN” of company for which you wish to cast your vote during the 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 “Confirm” when prompted.

  5. Upon confirmation, the message “Vote cast successfully” will be displayed.

  6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

  7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

  1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to csdoshiac@ gmail.com 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 confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

  3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on : 022 - 4886 7000 or send a request at [email protected] mentioning the name of the Company and DP ID and Client ID / Folio no.in case of Physical shares.

Postal Ballot Notice

7

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

  1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to [email protected]

  2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to [email protected]. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.

  3. 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.

  1. Process for registration of e-mail address(es):

In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those members who have registered their e-mail address with the Company / Registrar / Depositories. Member(s), who are yet to register their email address or wish to update their email address, are requested to follow the below process:

Shares held in Physical
form
Please submit Form ISR-1 duly flled and signed to M/s Link Intime India
Private Limited, Registrar and Share Transfer Agent ( RTA ) at Unit: Suvid-
haa Infoserve Limited, C-101, Embassy 247, L.B.S.Marg, Vikhroli (West),
Mumbai – 400083 Form ISR-1 is available for download on the RTA
website:https://liiplweb.linkintime.co.in/KYC-downloads.html
Shares held in DEMAT
form
Please contact your Depository Participant (DP) to register / update your
email address and / or other details in your DEMAT account, as per the
process advised by your DP.
  1. A person who is not a member of the Company on the cut-off date should treat this Postal Ballot Notice for information purposes only.

  2. Attention of members is invited to Circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 dated 31st July, 2023 read with Circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135 dated 4[th] August, 2023 issued by the Securities and Exchange Board of India (SEBI) for awareness on online resolution of disputes in the Indian Securities Market through common Online Dispute Resolution ( ODR ) Portal which harnesses online conciliation and online arbitration for resolution of disputes arising in the Indian Securities Market. A member shall first take up his / her / their grievance with the Company by lodging a complaint directly with the Company. If the grievance is not redressed satisfactorily, the member may, in accordance with the SCORES guidelines, escalate the same through the SCORES Portal in accordance with the process laid out therein. After exhausting these options for resolution of the grievance, if the member is still not satisfied with the outcome, he / she / they can initiate dispute resolution through the ODR Portal at: https://smartodr.in/login

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Suvidhaa Infoserve Limited

Attention Physical Shareholders!!!

  1. SEBI, vide Circular dated 17[th] November, 2023, has deleted reference to the term ‘freezing/frozen’ and done away with the referral of folios by the RTA / Company to the administering authority under the Prohibition of Benami Property Transactions Act, 1988 and / or Prevention of Money Laundering Act, 2002 in Para 19.2 of “Master Circular for Registrars to an Issue and Share Transfer Agents” dated 17[th] May, 2023 to mitigate unintended challenges. However it is mandatory for all holders of physical securities of the Company to furnish the following documents / details to the Company’s RTA i.e., Link Intime India Private Limited:

  2. a. PAN

  3. b. Nomination

  4. c. Contact Details

  5. d. Bank Account details

  6. e. Specimen Signature

Investors shall submit Form ISR-1 to RTA for updating PAN and other KYC details. In case of mismatch in the signature of the holder in the records of RTA, the investor shall furnish original cancelled cheque and banker’s attestation of the signature as per Form ISR-2 and Request for issue of Duplicate Certificate and other Service Requests as per Form ISR-4. Investors shall continue to use Form SH-13 and Form SH-14 for declaration of nomination and change in nomination respectively. However, in case investor wants to optout of nomination, Form ISR-3 shall be filed. All the Forms are available for download on RTA website: https:// liiplweb.linkintime.co.in/KYC-downloads.html

  1. SEBI, vide its circular dated November 03, 2021 (subsequently amended by circulars dated December 14, 2021, March 16, 2023 and November 17, 2023) mandated that the security holders (holding securities in physical form), whose folio(s) do not have PAN or Choice of Nomination or Contact Details or Mobile Number or Bank Account Details or Specimen Signature updated, shall be eligible for any payment including dividend, interest or redemption in respect of such folios, only through electronic mode with effect from April 01, 2024.

Further, relevant FAQs have also been published by SEBI on its website at the following web link for investor awareness: https://www.sebi.gov.in/sebi_data/faqfles/jan-2024/1704433843359.pdf

  1. To support the ‘Green Initiative’, the Members who have not registered their e-mail addresses are requested to register the same with Link Intime India Pvt. Ltd.

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

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee (NRC), at their meeting held on February 6, 2024, unanimously considered and approved the appointment of Ms. Krupa Gopan Joshi (DIN: 10491746), (Ms. Krupa Joshi) as an Additional Director in the capacity of Non-Executive Independent Director of the Company with immediate effect pursuant to the provisions of Section 161(1) of the Companies Act, 2013 (the Act) and relevant articles of Articles of Association of the Company, to hold office of Independent Director for a term of 5 (five) consecutive years with effect from February 6, 2024 to February 5, 2029, subject to the approval of the members by way of a Special Resolution through Postal Ballot.

Ms. Krupa Joshi, is a practicing advocate, serves as a visiting law faculty in several law colleges in and around Mumbai. Possessing a postgraduate degree in law, she brings nearly 15+ years of experience, collaborating with diverse senior advocates, providing mentorship to junior advocates, and assisting clients at both strategic and tactical levels. Additionally, she holds expertise in negotiations and closures, and an excellent track record of delivering results to legal disputes in a time bound manner.

In terms of Section 160 of the Act, the Company has received a notice in writing from a member, proposing the candidature of Ms. Krupa Joshi for the office of independent director. Ms. Krupa Joshi has submitted a declaration to the effect that she meets the criteria of independence as provided under Section 149(6) of the Act read with Rules thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure

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Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and that she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact her ability to discharge her duties as an Independent Director of the Company and is not disqualified from being appointed as director in terms of Section 164 of the Act and has also given his consent to act as Director of the Company, if appointed. Ms. Krupa Joshi fulfilled the compliance of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and has registered herself on the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs.

In order to have the required number of Independent Director on the Board in conformity with Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, the NRC recommended the candidature of Ms. Krupa Joshi for appointment as an Independent Director w.e.f. February 6, 2024. Ms. Krupa Joshi fulfilled the desired attributes laid down by NRC for selection of candidate in the office of Independent Director. Given her rich Legal and litigation experience, the Board was satisfied that the appointment is justified and considered it desirable and in the interest of the Company to have Ms. Krupa Joshi on the Board of the Company. Her skills and capabilities are aligned to the role of Independent Director and will bring in wider scope of experience and expertise and strengthen the independence of the Board. The Board of Directors are of the view that Ms. Krupa Joshi meets the skills and capabilities required for the role of Independent Director.

In the opinion of the Board, Ms. Krupa Joshi fulfils the conditions specified in the Act, the Rules framed thereunder and SEBI Listing Regulations, for his appointment as an Independent Director and he is independent of the management and possesses appropriate skills, experience, knowledge and capabilities required for the role of Independent Director.

Brief profile and other information in respect of Ms. Krupa Joshi seeking appointment as required under Regulation 36(3) of SEBI Listing Regulations and SS-2 are provided in Annexure forming part of this Postal Ballot Notice.

Upon his appointment, Ms. Krupa Joshi shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof, along with reimbursement of expenses, if any for participating in the Board and other meetings.

In terms of Regulations 17 and 25 of SEBI Listing Regulations read with Sections 149, 150, 152 of the Act, Rules framed thereunder and Schedule IV to the Act, the approval of the members is sought, by way of a special resolution through Postal Ballot, for the appointment of Ms. Krupa Joshi as an Independent Director of the Company.

None of the directors and / or key managerial personnel of the Company and / or their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 1 of the Postal Ballot Notice. The Board of Directors recommend passing of the proposed Special Resolution as set out at Item No. 1 of the Postal Ballot Notice.

By Order of the Board of Directors For Suvidhaa Infoserve Limited sd/Harish Chalam Company Secretary and Compliance Officer Membership No. A61487

Place : Mumbai Date : February 12, 2024

CIN: L72900GJ2007PLC109642

Registered Office:

Unit No 02, 28th Floor, GIFT-II Building Block No. 56, Road-5C, Zone-5 Gift City, Gandhi nagar, Gujarat- 382355

Corporate Office:

14, Olympus Industrial Estate, Off. Mahakali Caves Road, Andheri (E) Mumbai, Maharashtra - 400093 Website: www.suvidhaa.com E-mail: [email protected]

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Suvidhaa Infoserve Limited

ANNEXURE

[FORMING PART OF THE NOTICE OF POSTAL BALLOT DATED 12/02/2024]

Information in respect of director(s) seeking appointment / re-appointment as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

and Secretarial Standard on General Meetings ( SS-2 )

Name of the Director Ms. Krupa Gopan Joshi (DIN: 10491746)
Date of Birth 03/10/1988
Age 36
Nationality Indian
Date of Appointment 06/02/2024
Date of First Appointment to the Board 06/02/2024
Terms and conditions of appointment Non-Executive and Independent director for a period
of fve (05)years not liable to retire byrotation.
Brief Resume of the Director including nature of
expertise in specifc functional areas
She is a practicing advocate, serves as a visiting law
faculty in several law colleges in and around Mumbai.
Possessing a postgraduate degree in law, she brings
nearly 15+ years of experience, collaborating with
diverse senior advocates, providing mentorship to
junior advocates, and assisting clients at both strategic
and tactical levels. Additionally, she holds expertise
in negotiations and closures, and an excellent track
record of delivering results to legal disputes in a time
bound manner.
Experience / Nature of expertise in Specifc
Functional Areas
15+ years of experience. Expertise in administration,
Legal, Litigation andgovernance.
No. of shares held in the Company as on
March 31, 2018
Nil
List of Directorship held in the Companies Nil
Name of Committee(s) in which
Ms. Krupa Joshi is Chairman/Member in Suvidhaa
Infoserve Limited
Member of Nomination & Remuneration Committee,
Corporate Social Responsibility Committee and Risk
Management Committee. (with efect from date of
appointment)
Listed Entities from which Ms. Krupa Joshi has
resigned as Director inpast threeyears.
None
Number of Board Meetings attended during the
year (as on the date of this Notice)
Three (03)(including the one in which she was
appointed)
Inter se relationship between the Directors Ms. Krupa Gopan Joshi is neither related nor have any
inter se relationship with any other existing Director(s)
of the Company.
Remuneration Last Drawn (as on the date of this
Notice)
None
Information as required under Circular No. LIST/
COMP/14/2018-19 issued by the BSE
Ms. Krupa Gopan Joshi is not debarred from holding
of ofce of a Director by virtue of any SEBI order or any
other such authority.

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