Trejhara Solutions Limited — Proxy Solicitation & Information Statement 2024

Nov 21, 2024

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November 21, 2024

To To BSE Limited National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street, Bandra Kurla Complex, Mumbai- 400001 Bandra (E) Scrip Code- 542233 Mumbai – 400 051 NSE Symbol- TREJHARA

Sub: Intimation of Postal Ballot Notice.

Dear Sir/Madam,

This is to inform you that pursuant to section 110 of the Companies Act, 2013 (“Act”) and other applicable provisons of the Act, read with rules framed thereunder and Regulation 44 of SEBI ( Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has completed on Thursday, November 21, 2024, the electronic dispatch of the postal ballot notice dated Friday, October 25, 2024, to all the Members whose names appears in the register of members/list of beneficial owners as on Friday, November 15, 2024 (cut off date). The Postal ballot notice has been uploaded on the website of the Company www.trejhara.com.

The Company has engaged the services of National Securities Depository Limited (‘NSDL’) to provide remote e-voting facility to its Members. The remote e-voting period commences on Friday, November 22, 2024 from 9.00 a.m. (IST) and ends on Saturday, December 21, 2024 at 5.00 p.m. (IST). The results of the Postal Ballot will be declared on or before Tuesday, December 24, 2024.

Further, in compliance with regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Notice sent to the shareholders seeking approval through Postal Ballot is enclosed herewith.

Kindly take the same on record for dissemination.

For Trejhara Solutions Limited

Inamdar Shardul Vidyadhar Digitally signed by Inamdar Shardul Vidyadhar DN: c=IN, o=Personal, title=4141, pseudonym=qB0VTLTvdLbsbgYVgbTY4q9jS77K5z6r, 2.5.4.20=225f3adb6361ee953fc22ef175bf168fce382600b89a541ae2f52bf7fc4a7abb, postalCode=421201, st=Maharashtra, serialNumber=14eca597f224f297ddfb809d3a7caca69181260ab579a15840cf2a7e163add35, cn=Inamdar Shardul Vidyadhar Date: 2024.11.21 17:39:37 +05'30' Shardul Inamdar Company Secretary

Phone +91 22 4040 8080 Fax +91 22 4040 8081

Unit No. 601, Sigma IT Park, Plot No. R- 203, R-204 T.T.C. Industrial Estate, Rabale,Navi Mumbai - 400701.MHINDIA.

investor@trejhara.com www.trejhara.com

Trejhara Solutions Limited

CIN: L72900MH2017PLC292340

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TREJHARA SOLUTIONS LIMITED

(CIN: L72900MH2017PLC292340)

Registered Office: Unit No. 601, Sigma IT Park, Plot No. R-203, R-204 T.T.C. Industrial Estate, Rabale, Thane, Navi Mumbai, Maharashtra, India, 400701

Tel :+91-22-4040-8080.Fax:+91-22-4040-8081. Email :investor@trejhara.com Website : www.trejhara.com

POSTAL BALLOT NOTICE

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

VOTING STARTS ON	VOTING ENDS ON
Friday, November 22, 2024, at 9:00 a.m. (IST)	Saturday, December 21, 2024, at 5:00 p.m.(IST)

Dear Member(s),

Notice is hereby given that the resolutions set out below are proposed to be passed by the members of Trejhara Solutions Limited (“the Company”) by means of Postal Ballot, only through remote e- voting process (“E-Voting”), pursuant to section 108, 110 of the Companies Act, 2013 (“the Act”), read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) and General Circular Nos. 14/2020 dated 8[th] April, 2020, 17/2020 dated 13[th] April, 2020, 09/2023 dated 25[th] September, 2023 and subsequent circulars issued in this regard by the Ministry of Corporate Affairs (“MCA”), the latest being, 09/2024 dated 19[th] September, 2024 (collectively referred to as “MCA Circulars”), and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and such other circulars issued by Securities Exchange Board of India (“SEBI”) and Secretarial Standard 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 or re- enactment thereof for the time being in force).

The Explanatory Statement pursuant to Section 102(1) Companies Act, 2013 and other applicable provisions of the said Act read with the Rules setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice are annexed hereto.

In accordance with the MCA Circulars referred above, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members as on Friday, November 15, 2024 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company / Depositories. The communication of the assent or dissent of the Members would only take place through the remote e-voting system.

The Board of Directors has appointed, Mr. Harshvardhan Tarkas (Membership No. ACS 30701) Practicing Company Secretary and failing him, Mr. Mehul Raval, (Membership No. ACS 18300) Practicing Company Secretary, as the Scrutinizer for scrutinizing the postal ballot voting process in a fair and transparent manner. The Scrutinizer’s decision on the validity of the postal ballot shall be final.

Unit No. 601, Sigma IT Park, Plot No. R- Phone +91 22 4040 8080 203, R-204 T.T.C. Industrial Estate, Fax +91 22 4040 8081 Rabale,Navi Mumbai - 400701.MHINDIA.

investor@trejhara.com www.trejhara.com CIN: L72900MH2017PLC292340

Trejhara Solutions Limited

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In accordance with the MCA Circulars, members can vote only through the remote e-voting process. Accordingly, the Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically. Members are requested to read the instructions in the notes annexed to this Postal Ballot Notice so as to cast their vote electronically not later than 5:00 p.m. (IST) on Saturday, December 21, 2024 (the last day to cast vote electronically) to be eligible for being considered.

In compliance with the provisions of Section 108 of the Act read with the Rules and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) as amended from time to time the Company is providing remote e-voting facility to its Members for voting on the resolution contained in this Postal Ballot Notice. The Company has made an arrangement with National Securities Depository Ltd (“NSDL”) for facilitating e-voting for the Members to enable them to cast their votes electronically. The communication of assent / dissent of the members can only be given through the remote e-voting system.

The Company is also extending the facility to register the email addresses of the members (please refer to the notes to the Notice) who have not yet registered the same with the Company/ Depository Participants/the Registrar & Transfer Agents (RTA), in order to enable the members to cast their votes through remote e-voting facility.

The Notice of the Postal Ballot has been uploaded on the Company’s website www.trejhara.com under ‘Investors Section’. Please read the instructions provided in the notes to the Notice and record your assent or dissent by means of remote e-voting facility provided by the Company. Upon completion of the scrutiny of the votes, the Scrutinizer will submit his report to the Chairman or the Company Secretary.

The result of the e-voting conducted through postal ballot will be announced by the Chairman or the Company Secretary of the Company on or before Tuesday, December 24, 2024 on the website of BSE Limited and National Stock Exchange of India Limited, where the Company’s equity shares are listed and on the website of NSDL www.evoting.nsdl.com.

The members are requested to consider and if thought fit, pass the following resolution as Special Resolution.

SPECIAL BUSINESS:

ITEM NO.1

To approve appointment of M/s. Chokshi & Chokshi LLP as statutory auditors of the Company to fill up a casual vacancy caused by the resignation of M/s. Bansi Khandelwal & Co, Chartered Accountants.

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

“RESOLVED THAT pursuant to the provisions of Section 139(8) and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder [including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force], approval of the members be and is hereby accorded to the appointment of M/s. Chokshi & Chokshi LLP, Chartered Accountants (Firm Registration No. 101872W/W100045) as Statutory Auditors of the Company with effect from October 26, 2024 to fill up casual vacancy caused by the resignation of M/s. Bansi Khandelwal & Co, Chartered Accountants (Firm Registration No. 145850W) until the conclusion of the 08[th] Annual General Meeting, at such remuneration and out of pocket expenses as may be fixed by the Audit Committee or the Board of Directors of the Company.

Trejhara Solutions Limited Unit No. 601, Sigma IT Park, Plot No. R- Phone +91 22 4040 8080 203, R-204 T.T.C. Industrial Estate, Fax +91 22 4040 8081 Rabale,Navi Mumbai - 400701.MHINDIA.

investor@trejhara.com www.trejhara.com CIN: L72900MH2017PLC292340

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RESOLVED FURTHER THAT any of the Directors or Company Secretary of the Company be and is hereby severally authorized to do all such acts, deeds and things as may be necessary to give effect " to the foregoing resolution .

SPECIAL BUSINESS:

ITEM NO.2

To approve material related party transactions.

To consider, and if thought fit, to pass the following Resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Regulation(s) 23(4), 2(1)(zc), and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), the applicable provisions of the Companies Act, 2013 (‘Act’), if any, read with the relevant rules, as amended from time to time, and the Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions of Trejhara Solutions Limited (‘Company’), and based on the approval of the Audit Committee and the recommendation of the Board of Directors of the Company, the approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (‘Board’, which term shall include any Committee constituted/empowered/to be constituted by the Board from time to time to exercise its powers conferred by this resolution) to continue with the existing contract(s)/arrangement(s)/transaction(s) and/or enter into and/or execute new contract(s)/arrangement(s)/transaction(s) (whether by way of individual or multiple transaction(s) taken together or otherwise), the details of which are provided in the Statement pursuant to Section 102 and other applicable provisions of the Act and related rules, with Aurionpro Solutions Ltd (‘Aurionpro’), a related party of the Company, including transactions earlier entered into with Aurionpro, on such terms and conditions as may be mutually agreed between the Company and Aurionpro, for an aggregate value up to INR 15 crores during FY 2024-25, to provide various services including transition support services to Aurionpro in connection with the divestment of Interact DX from the Company to Aurionpro, covering all activities and arrangements necessary or incidental as required .

RESOLVED FURTHER THAT the Board, be and is hereby authorised to delegate all or any of the powers herein conferred, to any Director(s) or Chief Financial Officer or Company Secretary or any other Officer(s) as Authorised Representative(s) of the Company, to do all such acts and take such steps, as may be considered necessary or expedient, to give effect to the aforesaid resolution(s).

RESOLVED FURTHER THAT all actions taken by the Board, or any person so authorized by the Board, in connection with any matter referred to or contemplated in any of the foregoing resolutions, be and are hereby approved, ratified and confirmed in all respects.”

Date: October 25, 2024 Place: Navi Mumbai Registered Office: Unit No. 601, Sigma IT Park, Plot No. R-203, R-204 T.T.C. Industrial Estate, Rabale, Thane, Navi Mumbai, Maharashtra, India, 400701 CIN : L72900MH2017PLC292340 Tel : +91 22 4040 8080 Fax : +91 22 4040 8081 Email : investor@trejhara.com Website : www.trejhara.com

Trejhara Solutions Limited

By Order of the Board For Trejhara Solutions Limited Sd/Shardul Inamdar Company Secretary

Phone +91 22 4040 8080 Fax +91 22 4040 8081

investor@trejhara.com www.trejhara.com

Unit No. 601, Sigma IT Park, Plot No. R- 203, R-204 T.T.C. Industrial Estate, Rabale,Navi Mumbai - 400701.MHINDIA.

CIN: L72900MH2017PLC292340

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NOTES AND INSTRUCTIONS:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014 setting out the material facts concerning the Resolution and the reasons thereof is annexed.

2. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those members whose names appear on the Register of Members as on Friday, November 15, 2024 (“Cut-Off Date”) received from the Depositories and whose e-mail address is registered with the Company / Depositories. Voting Rights shall be reckoned on the paid-up value of shares registered in the name of the Members as on Friday, November 15, 2024 (“Cutoff Date”). A member cannot exercise his/ her vote by proxy on Postal Ballot.

3. As per Section 110 of the Act, read with Rule 20 and 22 of the Companies (Management and Administration) Rules 2014, as amended from time to time, the Postal Ballot Notice be served on the members through electronic means only. Accordingly, Postal Ballot Notice is being sent by

4. e-mail to those Members who have registered their e-mail address with the Company or with their Depository Participants (“DP”).

5. The Postal Ballot Notice has been uploaded on the website of the Company, www.trejhara.com website of Stock Exchanges www.bseindia.com and www.nseindia.com and on website of NSDL, i.e. www.evoting.nsdl.com.

6. The remote e-voting shall commence on Friday, November 22, 2024 at 9.00 am (IST) and shall end on Saturday, December 21, 2024 at 5.00 pm (IST) During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off date may cast their votes electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter.

7. Members, whose names appear in the Register of Members / list of Beneficial Owners received on the cut-off date i.e. Friday, November 15, 2024 (as on close of working hours) will be considered for the purpose of e-voting. A person who is not a Member on the Cut-off Date should treat this Notice for information purposes only.

8. It is however, clarifies that all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their email addresses with the Company/RTA/Depositories) shall be entitled to vote in relation to the above mentioned Resolution in accordance with the process specified in this Notice.

9. In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Listing Regulations the Company is offering e-voting facility to all its Members to exercise their right to vote. For this purpose, the Company has entered into an arrangement with NSDL for facilitating e-voting to enable the Members to cast their votes electronically. The detailed procedure with respect to remote e-voting is mentioned in this Notice. A Member shall only avail this facility as per the instructions provided herein.

Unit No. 601, Sigma IT Park, Plot No. R- Phone +91 22 4040 8080 investor@trejhara.com 203, R-204 T.T.C. Industrial Estate, Fax +91 22 4040 8081 www.trejhara.com Rabale,Navi Mumbai - 400701.MHINDIA.

Trejhara Solutions Limited

CIN: L72900MH2017PLC292340

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1. Mr. Harshvardhan Tarkas, (Membership No. ACS 30701) Practicing Company Secretary and failing him Mr. Mehul Raval (Membership No. ACS 18300) Practicing Company Secretary, has been appointed as the Scrutinizer for conducting the postal ballot process in fair and transparent manner.

2. Upon completion of the scrutiny of electronic responses, the Scrutinizer will submit report to the Chairman or the Company Secretary of the Company. The results of the Postal Ballot will be declared on or before Tuesday, December 24, 2024. The said result along with scrutinizer’s report(s) will be displayed on the Company’s website viz., www.trejhara.com and on the website of NSDL www.evoting.nsdl.com. The results shall simultaneously be communicated to the BSE Limited and National Stock Exchange of India Limited.

3. The decision of the Scrutinizer on the validity of e-voting and any other related matter shall be final.

4. The said resolutions, if passed by the requisite majority shall be deemed to have been passed on the last date specified for remote e-voting i.e. Saturday, December 21, 2024.

5. Members holding shares in demat mode, who have not registered their email addresses or wish to change/update communication details (Address, Bank details, Phone No. etc) are requested to contact their depository participants.

Members who are holding equity shares in physical form and who have not registered their email addresses or wish to change/ update communication details (Address, Bank details, Phone No. etc) are advised to submit below documents to the RTA of the Company M/s. Bigshare Services Pvt Ltd.

Sr. No	Type of Change	Documents Required
1	Change/Registered Email Address/Phone No.	Request letter along with self-attested copy of Permanent Account Number (PAN), and Aadhar card
2	Updating Address	Request letter along with old address proof and new address proof (Aadhar card/Electricity Bill etc.)
3	Updating Bank Details	Request letter along with canceled cheque (bearing Name of Holder) and self-attested copy of PAN card, Aadhar Card

Above mentioned documents can share be shared at investor@bigshareonline.com or dispatch at 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road Marol, Andheri(E), Mumbai-400059. Tel no. 022-62638200.

Unit No. 601, Sigma IT Park, Plot No. R- Phone +91 22 4040 8080 203, R-204 T.T.C. Industrial Estate, Fax +91 22 4040 8081 Rabale,Navi Mumbai - 400701.MHINDIA.

investor@trejhara.com www.trejhara.com

Trejhara Solutions Limited

CIN: L72900MH2017PLC292340

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1. Contact details of the persons responsible to address the queries/grievances connected with voting by Postal Ballot including voting by electronic means, if any:

Company Registrar and Share Transfer Agent Company Secretary and Compliance Officer Bigshare Services Pvt. LtdPinnacle Business Trejhara Solutions Limited Park, Office No S6-2, 6th, Mahakali Caves Unit No. 601, Sigma IT Park, Plot No. R-203, Rd, next to Ahura Centre, Andheri East, R-204 T.T.C. Industrial Estate, Rabale, Mumbai, Maharashtra 400093 Thane, Navi Mumbai, Maharashtra, India, Tel: 022 6263 8200 400701 Tel: +91-22-4040-8080 Email: prasadm@bigshareonline.com Website: https://www.bigshareonline.com/ Email: investor@trejhara.com Website: www.trejhara.com

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

The remote e-voting period begins on Friday, November 22,2024 at 09:00 A.M. and ends on Saturday, December 21, 2024 at 05:00 P.M. 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. Friday, November 15,2024 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being November 15,2024.

- 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.	Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner” iconunder “Login” which isavailableunder ‘IDeAS’

Unit No. 601, Sigma IT Park, Plot No. R- Phone +91 22 4040 8080 203, R-204 T.T.C. Industrial Estate, Fax +91 22 4040 8081 Rabale,Navi Mumbai - 400701.MHINDIA.

investor@trejhara.com www.trejhara.com CIN: L72900MH2017PLC292340

Trejhara Solutions Limited

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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.

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.

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 Users who have opted for CDSL Easi / Easiest facility, can login holding securities in through their existing user id and password. Option will be made demat mode with CDSL 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.

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

Trejhara Solutions Limited

Phone +91 22 4040 8080 Fax +91 22 4040 8081

Unit No. 601, Sigma IT Park, Plot No. R- 203, R-204 T.T.C. Industrial Estate, Rabale,Navi Mumbai - 400701.MHINDIA.

investor@trejhara.com www.trejhara.com CIN: L72900MH2017PLC292340

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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 evoting is in progress and also able to directly access the systemofalle-Voting ServiceProviders.

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.

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	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 evoting@nsdl.com or 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 helpdesk.evoting@cdslindia.com or 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.

Phone +91 22 4040 8080 Fax +91 22 4040 8081

Unit No. 601, Sigma IT Park, Plot No. R- 203, R-204 T.T.C. Industrial Estate, Rabale,Navi Mumbai - 400701.MHINDIA.

investor@trejhara.com www.trejhara.com CIN: L72900MH2017PLC292340

Trejhara Solutions Limited

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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 (NSDLorCDSL) 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 Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is12**
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:

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

Phone +91 22 4040 8080 Fax +91 22 4040 8081

Unit No. 601, Sigma IT Park, Plot No. R- 203, R-204 T.T.C. Industrial Estate, Rabale,Navi Mumbai - 400701.MHINDIA.

investor@trejhara.com www.trejhara.com CIN: L72900MH2017PLC292340

Trejhara Solutions Limited

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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.

How to retrieve your ‘initial password’?

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’.

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:

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.

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

If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

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.

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.

Phone +91 22 4040 8080 Fax +91 22 4040 8081

Unit No. 601, Sigma IT Park, Plot No. R- 203, R-204 T.T.C. Industrial Estate, Rabale,Navi Mumbai - 400701.MHINDIA.

investor@trejhara.com www.trejhara.com CIN: L72900MH2017PLC292340

Trejhara Solutions Limited

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1. 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.

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

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

4. 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 cshtarkas@gmail.com with a copy marked to evoting@nsdl.com. 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 to Prajakta Pawle at evoting@nsdl.com.

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 to RTA of the Company M/s. Bigshare Services Pvt. Ltd. at investor@bigshareonline.com

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 Bigshare Services Pvt. Ltd at investor@bigshareonline.com 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 evoting@nsdl.com 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

Trejhara Solutions Limited Unit No. 601, Sigma IT Park, Plot No. R- Phone +91 22 4040 8080 investor@trejhara.com 203, R-204 T.T.C. Industrial Estate, Fax +91 22 4040 8081 www.trejhara.com Rabale,Navi Mumbai - 400701.MHINDIA.

CIN: L72900MH2017PLC292340

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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.

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

ITEM NO.1:

Approval for the appointment of M/s. Chokshi & Chokshi LLP as Statutory Auditors of the Company to fill up a casual vacancy caused by the resignation of M/s. Bansi Khandelwal & Co, Chartered Accountants

M/s. Bansi Khandelwal and Co., Chartered Accountant was appointed as the Statutory Auditors of the Company by the members at the Annual General Meeting (AGM) held on 24[th] September, 2021 for a period of 04 years, to hold office from the conclusion of 04[th] AGM until the conclusion of 08[th] AGM of the Company.

M/s. Bansi Khandelwal and Co. has resigned from the office of Statutory Auditor, vide a letter dated 25[th] October,2024, before completion of its term. The reason for resignation, as stated in its resignation letter, is "the recent changes in their internal segments and the and due to staff constraints".

M/s. Bansi Khandelwal and Co, Chartered Accountants has conducted limited review for the financial results for quarter and half year ended September 30, 2024 and has also issued limited review reports thereon.

The resignation of M/s. Bansi Khandelwal and Co., Chartered Accountants, has resulted in a casual vacancy in the office of the Statutory Auditors, as outlined under Section 139(8) of the Companies Act, 2013. This casual vacancy, arising from the resignation of the auditors, can only be filled by the Company with the consent of its members.

Following a casual vacancy, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. Chokshi & Chokshi LLP, Chartered Accountants (Firm Registration No. 101872W/W100045), as the Statutory Auditors of the Company at its meeting held on October 25, 2024. This appointment is subject to the approval of the members and is to hold office until the conclusion of the next Annual General Meeting of the Company.

M/s. Chokshi & Chokshi LLP are eligible and have expressed their consent to act as the Statutory Auditors of the Company and have confirmed that their appointment, if approved by the Members, will be within the limits prescribed under the Companies Act, 2013.

M/s. Chokshi & Chokshi LLP., Chartered Accountants, (Firm Registration No. 101872W/W100045), ("the Audit Firm"] has experience of over 48 years and has been engaged in Audit and Assurance, direct and indirect taxation practice, transfer pricing, information technology and advisory services.

The Board of Directors recommends Ordinary Resolution set out at Item No. 1 for approval by the shareholders of the Company.

None of the Directors / Key Managerial Personnel and their relatives is in any way, concerned or interested in the said resolution.

Phone +91 22 4040 8080 Fax +91 22 4040 8081

Unit No. 601, Sigma IT Park, Plot No. R- 203, R-204 T.T.C. Industrial Estate, Rabale,Navi Mumbai - 400701.MHINDIA.

investor@trejhara.com www.trejhara.com

Trejhara Solutions Limited

CIN: L72900MH2017PLC292340

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ITEM NO.2

Approval for Material related party transactions.

Pursuant to Section 188 of the Act, read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company is required to obtain consent of the Board of Directors and prior approval of the Members by resolution in case related party transactions exceed such sum as is specified in the rules. All material related party transactions and subsequent material modifications as defined by the audit committee shall require prior approval of the shareholders through resolution. Explanation to Regulation 23(1), which shall come into effect from April 01, 2022, provides that a transaction with a related party shall be considered material, if the transaction(s) to be entered into individually or taken together with Company continues to provide transition support services to Aurionpro in connection with the divestment of Interact DX from the Company to Aurionpro including but not limited to availing and rendering of services, transfer of any resources or obligations, Purchase, sale, loans, interest, remuneration / professional charges, rentals, reimbursement of expenses, operating expenses etc. previous transactions during a financial year, exceeds rupees 1000 crore or 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower. The Company continues to provide various services including transition support services to Aurionpro in connection with the divestment of Interact DX from the Company to Aurionpro, covering all activities and arrangements necessary or incidental as required. The Board is of the opinion that proposed transactions with above related parties are in the best interest of the Company and the Members. The Company is of the opinion that, the transactions between the Company and Aurionpro for the are likely to be material transactions as per amended Regulation 23(1) of SEBI Listing Regulations. The particulars of proposed material related party transaction are as below:

Other details of the transactions, pursuant to the SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated 22nd November, 2021, are given hereunder: (CircularRPT on 11 July, 2023)

Sr. No.	Particulars	Details of contracts/ arrangements/ transactions
1.	Name of related party	Aurionpro Solutions Ltd
2.	Nature and material terms of the transaction	The Transaction includes business transactions including services to provide varied transition support services to Aurionpro in connection with the divestment of Interact DX from the Company to Aurionpro, covering all activities and arrangements necessary or incidental as required.
3.	Tenure of the transaction/s	Financial Year- 2024-25
4.	Nature of concern or interest	Financial
5.	Value of the transaction/s	Upto Rs. 15 crore (Rupees fifteen Crore only)
6.	Percentage of the Company’s annual consolidated turnover for the immediately preceding financial year, that is represented by the value of the proposed transaction	30% of the Company’s annual consolidated turnover for the Financial year 2023-24 .
7.	Justification as to why the related party transaction is in the interest of the	The proposed material related party transactions with Aurionpro Solutions Ltd are in the best interest of the Company as these services are necessary to ensure continued

Trejhara Solutions Limited Unit No. 601, Sigma IT Park, Plot No. R- Phone +91 22 4040 8080 investor@trejhara.com 203, R-204 T.T.C. Industrial Estate, Fax +91 22 4040 8081 www.trejhara.com Rabale,Navi Mumbai - 400701.MHINDIA.

CIN: L72900MH2017PLC292340

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	Company	uninterrupted services to the customers of the business acquired.
8.	Details of valuation or other external party report, if such report has been relied upon	Not Applicable
9.	Any other information that may relevant	All relevant information setting out material facts forms part of this Notice.

Members may note that pursuant to the provisions of the SEBI LODR Regulations, all related parties of the Company (whether such related party is a party to the above-mentioned transaction or not) shall not vote to approve this Resolution. The Board of Directors recommends Ordinary Resolution set out at Item No. 2 for approval by the shareholders of the Company.

Mr. Amit Sheth and Mr. Paresh Zaveri are promoters and directors in both the Companies and therefore along with the persons acting in concert with them are interested in this resolution.

No other Director, Key Managerial Personnel of the Company and/ or their relatives are concerned or interested, in any way, in the proposed resolution except to the extent of their shareholding, if any, in the Company.

Date: October 25, 2024 Place: Navi Mumbai Registered Office: Unit No. 601, Sigma IT Park, Plot No. R-203, R-204 T.T.C. Industrial Estate, Rabale, Thane, Navi Mumbai, Maharashtra, India, 400701 CIN : L72900MH2017PLC292340 Tel : +91 22 4040 8080 Fax : +91 22 4040 8081 Email : investor@trejhara.com Website : www.trejhara.com

By Order of the Board For Trejhara Solutions Limited Sd/Shardul Inamdar Company Secretary

Unit No. 601, Sigma IT Park, Plot No. R- Phone +91 22 4040 8080 203, R-204 T.T.C. Industrial Estate, Fax +91 22 4040 8081 Rabale,Navi Mumbai - 400701.MHINDIA.

investor@trejhara.com www.trejhara.com

Trejhara Solutions Limited

CIN: L72900MH2017PLC292340