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Tracxn Technologies Limited AGM Information 2023

Sep 5, 2023

59586_rns_2023-09-05_b5ca963b-96c3-4d9e-b01b-b83df6228334.pdf

AGM Information

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TRACXN TECHNOLOGIES LIMITED

Date: September 05, 2023

To, BSE Limited, National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot no. C/1, G Block, Dalal Street, Fort, Bandra-Kurla Complex Mumbai – 400001 Bandra (E), Scrip Code: 543638 Mumbai - 400 051 Symbol: TRACXN

Dear Sir(s),

Subject: Notice of 11[th ] Annual General Meeting (AGM) to be held on Wednesday, September 27, 2023

With reference to the above captioned subject, we wish to inform you that the 11[th] Annual General Meeting (AGM) of the Company will be held on Wednesday, September 27, 2023 through video conferencing (“VC”) / other audio visual means (“OAVM”) at 05.00 p.m. to transact the Ordinary Business as set out in the Notice convening the AGM of the Company. The copy of Notice of 11[th] AGM is attached with this letter.

In compliance with the relevant circulars issued by the Ministry of Corporate Affairs and SEBI, the Notice convening AGM along with Annual Report for the Financial Year 2022-23 is being sent to all those members of the Company whose email addresses are registered with Depository Participants/ Depositories/ Company/ Registrar and Transfer Agents i.e. Link Intime India Private Limited.

Kindly take the above on your records.

Thanking you,

Yours Faithfully, For Tracxn Technologies Limited

MEGHA Digitally signed by MEGHA TIBREWA TIBREWAL Date: 2023.09.05 L 14:03:10 +05'30'

Megha Tibrewal Company Secretary and Compliance Officer Membership No: ACS-39158

Encl: A/a

Registered Office Address: No. L-248, 2nd Floor, 17th Cross, Sector 6, HSR Layout, Bengaluru, Karnataka, 560102 Ph: +91 90360 90116, Email: [email protected], Website: www.tracxn.com CIN: L72200KA2012PLC065294

TRACXN TECHNOLOGIES LIMITED

Registered Office: No. L-248, 2[nd] Floor, 17[th] Cross, Sector 6, HSR Layout, Bengaluru, Karnataka- 560102 Tel: + 91 9036090116 Email: [email protected] CIN: L72200KA2012PLC065294 Website: www.tracxn.com

NOTICE OF 11[TH] ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT 11[th] (ELEVENTH) ANNUAL GENERAL MEETING OF THE MEMBERS OF TRACXN TECHNOLOGIES LIMITED (“THE COMPANY”) WILL BE HELD ON WEDNESDAY, SEPTEMBER 27, 2023 AT 5:00 PM IST THROUGH VIDEO CONFERENCING (“VC”) / OTHER AUDIO VISUAL MEANS (“OAVM”) TO TRANSACT THE FOLLOWING BUSINESSES:

ORDINARY BUSINESS(ES):

  1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2023, along with the reports of the Board of Directors and Auditors thereon; and

  2. To appoint a Director in place of Ms. Neha Singh (DIN: 05331824), who retires by rotation and, being eligible, offers herself for re-appointment.

By order of the Board of Directors For Tracxn Technologies Limited

Megha Tibrewal Company Secretary and Place: Bengaluru Compliance Officer Date: September 02, 2023 Membership No.: A39185

Meeting (“AGM”) of the Company is being conducted through VC / OAVM which does not require physical presence of the Members at a common venue. The Registered Office of the Company shall be deemed to be the venue for the 11[th] AGM of the Company. The Company has engaged the services of National Securities Depository Limited (“NSDL”) for providing the facility for remote e-voting, for participation in the AGM through VC / OAVM and for e-voting during the AGM. The procedure for participating in the AGM through VC / OAVM is explained below.

  1. In terms of the MCA Circulars, since the requirement of physical attendance of Members has been dispensed with, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by Members under Section 105 of the Act will not be available for the AGM. Hence, the Proxy form and the attendance slip are not annexed to this notice.

NOTES:

  1. Pursuant to the Ministry of Corporate Affairs (“MCA”) vide Circular No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 05, 2020, Circular No. 02/2021 dated January 13, 2021, Circular No. 02/2022 dated May 05, 2022 and Circular No. 10/2022 dated December 28, 2022 (collectively referred to as “MCA Circulars”) and the Securities and Exchange Board of India (“SEBI”) vide its Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020,Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and Circular No. SEBI/HO/CFD/PoD2/P/CIR/2023/4 dated January 05, 2023 (collectively referred as “SEBI Circulars”), have permitted the holding of the Annual General Meeting (“AGM”) of a company through Video Conferencing (“VC”) /Other Audio Visual means (“OAVM”), without the physical presence of the Members at a common venue.

Thus, in compliance with the provisions of the Companies Act, 2013 (“Act”), SEBI Circulars read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, the 11[th] Annual General

  1. Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC/OAVM. Institutional/Corporate Shareholders i.e., other than individuals/HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., authorizing its representative to attend the AGM through VC/OAVM on its behalf and to vote through remote e-voting. The said Resolution/Authorization shall be sent to the Scrutinizer by email at mg@mgconsulting. in with a copy marked to [email protected].

  2. Since the AGM will be held through VC / OAVM, the Route Map is not annexed to this Notice.

  3. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the Quorum under Section 103 of the Act.

  4. A Statement giving details pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment at this AGM is attached as Annexure A to the Notice.

Annual Report 2022-23 l 1

Notice

  1. The following documents / registers will be available for online inspection by the Members of the Company during the AGM:

  2. a) The Register of Directors and Key Managerial Personnel and their Shareholding and Register of Contracts or arrangement in which Directors are interested;

  3. b) All the documents referred to in this AGM Notice; and

  4. c) A certificate from M/s. BMP & Co. LLP, Practicing Company Secretaries, Secretarial Auditors of the Company, in terms of Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“the SBEBSE Regulations”), certifying that the Employee Stock Options Plans of the Company have been implemented in accordance with the SBEBSE Regulations and the respective resolution(s) passed in the general meeting(s) of the Company in this regard.

Members who wish to inspect any of the abovementioned documents may view them upon login on the website of NSDL at www.evoting.nsdl.com.

  1. Members seeking any information with regard to the accounts or any matter to be placed at the AGM or who wish to inspect relevant documents referred to in this Notice, are requested to write to the Company on or before Sunday, September 24, 2023 through email on [email protected]. The same will be replied by the Company suitably.

  2. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bank details such as bank account number, name of the bank and branch details, MICR code and IFSC code, mandates, nominations, power of attorney, change of address, change of name, e-mail address, contact numbers, etc., directly to the Company’s Registrar & Transfer Agents. Changes intimated to the DP will then be automatically reflected in the Company’s records which will help the Company and the Company’s Registrar and Transfer Agent, Link Intime India Private Limited. Members holding shares in physical form are requested to intimate such changes to the Company’s Registrar and Transfer Agent, Link Intime (India) Private Limited at C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg, Vikhroli (West), Mumbai - 400 083 quoting their folio number.

  3. Members may please note that SEBI vide its circular SEBI/ HO/MIRSD-RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests such as issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service request by submitting a duly filled and signed Form ISR-4, the format of which is available on the

Company’s website at www.tracxn.com/investor-relations/ news-and-announcements/shareholder-services and on the website of the Company’s Registrar and Transfer Agents. Link Intime India Private Limited at https://web.linkintime.co.in/ KYC-downloads.html. It may be noted that the service request can be processed only after the folio is KYC compliant.

  1. As per the provisions of Section 72 of the Act and SEBI Circular, the facility for making nomination is available for the Members is respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form No. ISR-3 or SH-14 as the case may be. Members may give request for registering PAN, KYC details or changes or updation thereof through Form No. ISR-1. The said forms can be downloaded from the Company’s website www.tracxn.com/investorrelations/news-and-announcements/shareholder-services. Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to Tracxn Technologies Limited at compliance-officer@ tracxn.com in case the shares are held in physical form.

  2. SEBI has issued Circular No. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 dated July 31, 2023, which establishes an Online Dispute Resolution Portal (“ODR Portal”) for resolving disputes in the Indian Securities Market. Disputes between investors and companies, registrars and share transfer agents, or specified intermediaries/regulated entities (excluding Clearing Corporations and its constituents) must first go through the grievance redressal cell. If the grievance is not resolved satisfactorily, it can be escalated through the SCORES Portal. If still not satisfied, the investor can initiate dispute resolution through the ODR Portal. Registration and resolution of complaints/disputes will begin on September 16, 2023. The ODR portal link will be displayed on the Company’s website at www.tracxn.com/investor-relations/news-andannouncements/shareholder-services.

  3. To support the ‘Green Initiative’, Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Company in case the shares are held by them in physical form.

  4. 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’s Registrar and Transfer Agent, Link Intime (India) Private Limited.

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  1. In case of joint holders attending the AGM, only such joint holder who is higher in the order of names will be entitled to vote provided the votes are not already cast by remote e-voting by the first holder.

  2. In compliance with the MCA and the SEBI Circulars the Notice of the AGM along with the Annual Report for the Financial Year 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories, unless any member request for the physical copy of the same, in which case the Notice of the AGM along with the Annual Report for the Financial Year 2022-23 will be physically dispatched upon advance payment of the estimated actual expenses of delivery of the documents at least 10 days in advance of dispatch of such documents by the Company. Members may note that the Notice of the AGM and the Annual Report for the Financial Year 2022-2023 will also be available on the Company’s website www.tracxn.com, website of the Stock Exchanges at www.bseindia.com and www.nseindia.com respectively, and on the website of NSDL at www.evoting.nsdl.com.

  3. The Board of Directors have appointed Mannish L. Ghia, Partner of M/s. Manish Ghia & Associates, Company Secretaries, to act as the Scrutinizer to scrutinize the voting during the AGM and remote e-voting process in a fair and transparent manner.

  4. The Scrutinizer shall immediately after the conclusion of voting at the AGM, will first count the votes cast at the meeting through e-voting and 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 shall make, not later than 48 hours of the conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith.

The results declared along with the report of the scrutinizer shall be placed on the website of the Company www. tracxn.com/investor-relations/news-and-announcements/ shareholder-services and on the website of NSDL at www. evoting.nsdl.com immediately after the declaration of result by the Chairperson or a person authorised by them in writing. The Company shall simultaneously forward the

results to NSE and BSE where the shares of the Company are listed.

  1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

  2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

  3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER:-

The remote e-voting period begins on Sunday, September 24, 2023 at 9:00 am and ends on Tuesday, September 26, 2023 at 5:00 pm. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e., Wednesday, September 20, 2023, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paidup equity share capital of the Company as on the cut-off date, being Wednesday, September 20, 2023.

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 and joining virtual meeting 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.

Annual Report 2022-23 l 3

Notice

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

  • Type of shareholders Login Method Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either holding securities in demat on a Personal Computer or on a mobile. On the e-Services home page click on the “ Beneficial mode with NSDL. 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., NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

  • 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

  • Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:// www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. A new screen will open. You will have to enter your User ID (i.e., your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. 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.

  • Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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  • Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id holding securities in demat and password. Option will be made available to reach e-Voting page without any further mode with CDSL 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.

  • After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 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.

  • 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.

  • Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home 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 e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers. Individual Shareholders You can also login using the login credentials of your demat account through your Depository (holding securities in demat Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see mode) login through their e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after depository participants 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.

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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.

Login type

Individual Shareholders holding securities in demat mode with NSDL

Individual Shareholders holding securities in demat mode with CDSL

Helpdesk details

Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at 022 - 4886 7000 and 022 - 2499 7000

Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 22 55 33

  • B) Login Method for e-Voting and joining virtual meeting 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.

  1. Your User ID details are given below :

Manner of holding Your User ID is: shares i.e., Demat (NSDL or CDSL) or Physical

  • a) For Members who 8 Character DP ID followed by 8 hold shares in Digit Client ID demat account For example if your DP ID with NSDL. is IN300 and Client ID is 12 then your user ID is IN30012**.

  • b) For Members who 16 Digit Beneficiary ID hold shares in For example if your Beneficiary ID demat account is 12** then your user with CDSL. ID is 12**

  • c) For Members EVEN Number followed by Folio holding shares in Number registered with the Physical Form. 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.

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

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

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

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting 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 and General Meeting is in active status.

  2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

  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(i.e.,) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] with a copy marked to evoting@nsdl. co.in. 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 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre, SM at evoting@ nsdl.co.in

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), AADHAAR (self attested scanned copy of Aadhaar Card) by email to [email protected].

  2. In case shares are held in demat mode, please provide DPIDCLID (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), AADHAAR (self attested scanned copy of Aadhaar 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 and joining virtual meeting 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.

  4. 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.

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-

  1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

  2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

  3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

  4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

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INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

  1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

  2. Members are encouraged to join the Meeting through Laptops for better experience.

  3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot

may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

  1. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their name, demat account number/folio number, email id, mobile number at [email protected] by Sunday, 24th September 2023, 06:00 p.m. The same will be replied by the Company suitably.

  2. Shareholders who would like to express their views/ask questions during the meeting should register themselves as a speaker by logging on to www.evoting.nsdl.com and clicking on the ‘Speaker Registration’ option available on the screen after log in. The Speaker Registration will be open from 09:00 a.m. on Wednesday, September 20, 2023, to 05:00 p.m. on Monday, September 25, 2023.

  3. Only shareholders who have registered themselves as a speaker will be allowed to express their views/ask questions during the meeting. However, the Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

Annual Report 2022-23 l 7

Notice

ANNEXURE - A TO THE NOTICE DATED SEPTEMBER 02, 2023

In pursuance of the provisions of Regulation 36 (3) of the SEBI Listing Regulations and SS-2 issued by the ICSI, details of Director seeking re-appointment at the ensuing Annual General Meeting (AGM) is as below:

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Particulars Ms. Neha Singh (DIN: 05331824)
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Age About 38years
Qualifcations A Bachelor’s and master’s degree in technology, with
specialisations in computer science and engineering, from
the Indian Institute of Technology Bombay, as part of its dual
degree program, as well as a master’s degree in business
administration from the Leland Stanford Junior University.
Experience (including expertise in specifc functional area) / She was an associate with The Boston Consulting Group (India)
Brief Resume Private Limited, and an investment analyst with Sequoia Capital
India Advisors Private Limited. In 2016, she was profled as an
‘Outstanding Woman’ by Outlook Business, and as being amongst
‘The 40 who matter in the Indian start-up ecosystem’ by Mint. She
was recognised as part of the ‘40 under 40’ list by Fortune India in
2018 and 2019. She was also recognised as being amongst ‘The
Most Powerful Women’, as part of the ‘Rising Stars’ category by
Business Todayin 2019.
Terms and Conditions of Appointment Chairperson & ManagingDirector liable to retire byrotation.
Remuneration last drawn(includingsittingfees,if any) `26,52,007
Remunerationproposed to bepaid Not Applicable
Date of frst appointment on the Board June 14,2016
Shareholding in the Company including shareholding as a 1,78,79,529 shares
benefcial owner as on date of notice
Relationshipwith other Directors / KeyManagerial Personnel Spouse- Mr. Abhishek Goyal(Executive Director)
Number of meetings of the Board attended during the fnancial 8
year(FY 2022-23)
Directorships of other Boards as on date of notice 1
Listed entities from which the Director has resigned in the past Nil
threeyears
Skills and capabilities required for the role and the manner in Business expertise, management and leadership, corporate
which the proposed Director meets such requirements strategy & planning, fnance, governance and risk, technology
and innovation,diversitymapping
Membership / Chairmanship of Committees of Boards as on date Chairperson in Corporate Social Responsibility Committee,
of notice member in Audit Committee and Stakeholders Relationship
Committee.

By order of the Board of Directors For TRACXN Technologies Limited

Place: Bengaluru Date: September 02, 2023

Megha Tibrewal Company Secretary and Compliance Officer Membership No.: A39185

8 l Tracxn Technologies Limited