We Win Limited — AGM Information 2020

Sep 4, 2020

WWL/CS/2020/133

Date: 04th September, 2020

To, The Manager, Listing Compliance Department National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra East, Mumbai - 400051

Symbol: WEWIN

Sub: - Notice of 13th Annual General Meeting.

Dear Sir/Madam,

Pursuant to Regulation 30(6) of the SEBI (LODR) Regulations, 2015, we are enclosing herewith Notice of the 13th Annual General Meeting of the company to be held on Wednesday, the 30th Day of September, 2020 at the Registered Office of the Company Situated at 206-207, 2nd Floor, Corporate Zone, C-21 Mall, Hoshangabad Road, Misrod, Bhopal (M.P.) 462047, at 11:00 A.M.

Kindly take the same on your records.

Thanking you, Yours faithfully,

For We Win Limited (Formerly Surevin BPO Services Limited

Achich

Company Secretary & Compliance Officer

Encl: As above

We Win Limited

(Formerly Surevin BPO Services Ltd.) (CIN: L74999MP2007PLC019623)

206-207, 2nd Floor, Corportate Zone C-21 Mall, Hoshangabad Road, Misrod, Bhopal - 462047, Madhya Pradesh, India Phone: +91 755 4278897, Email: info@we-win.co.in

NOTICE OF 13TH ANNUAL GENERAL MEETING

Notice is hereby given that the 13th Annual General Meeting of the members of WE WIN LIMITED (Formerly Known as Surevin BPO Services Limited) will be held on Wednesday, the 30th Day of September, 2020 at the Registered Office of the Company Situated at 206-207, 2nd Floor, Corporate Zone, C-21 Mall, Hoshangabad Road, Misrod, Bhopal, M.P.-462047 at 11:00 A.M. to transact the following business:

ORDINARY BUSINESS:

Item No. 01: Adoption of Audited Standalone and Consolidated Financial Statements and the Reports of the Board of Directors and Auditor's thereon;

To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2020 and the Reports of the Board of Directors and Auditors thereon.

Item No. 02: Appointment of Director in place of Director who retires by Rotation;

To appoint a Director in place of Mr. Abhishek Gupta (DIN: 01260263), who retires by rotation and being eligible, offers himself for re-appointment.

Item No. 03: Appointment of Statutory Auditors and fixing of their Remuneration;

To appoint M/s Sandeep Mukherjee & Associates, Chartered Accountants (Firm Registration No. 009942-C), as the Statutory Auditors of the Company, for a period of 01 (one) year, to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company and to fix their remuneration, and in this respect to pass following Ordinary Resolution with or without modifications:

"RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or re-enactment thereof, for the time being in force), M/s Sandeep Mukherjee & Associates, Chartered Accountants (Firm Registration No. 009942-C), from whom written consent and certificate pursuant to Section 139 of the Companies Act, 2013, has already been received, be and are hereby appointed as the Statutory Auditors of the Company, for a

We Win Limited (Formerly Surevin BPO Services Ltd.) (CIN: L74999MP2007PLC019623)

206-207, 2nd Floor, Corportate Zone C-21 Mall, Hoshangabad Road, Misrod, Bhopal - 462047, Madhya Pradesh, India Phone: +91 755 4278897, Email: info@we-win.co.in period of 01 (one) year, to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting of the Company, on a remuneration of Rs. 1,50,000/-(Rupees One Lakh Fifty Thousand only) for performing the statutory audit of the company for the financial year ended 31st March, 2021.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, Mr. Abhishek Gupta (DIN: 01260263), Managing Director and/or Ms. Sonika Gupta (DIN: 01527904), Director of the Company, be and are hereby authorized, to do all such acts, deeds, matters and things as may be considered necessary, expedient, usual or proper, and to settle any questions, difficulties or doubts that may arise in this regard."

SPECIAL BUSINESS:

Item No. 04: To Increase the Limit of Overall Managerial Remuneration;

"RESOLVED THAT in supersession of all earlier resolution passed in this regard and pursuant to the provisions of Section 197, 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof, for the time being in force) and as per recommendation of the Nomination & Remuneration Committee, the total managerial remuneration payable by the Company, to its directors (including managing director/ whole-time director), in respect of any financial year may exceed 11% of the net profits of the Company for that financial year computed in the manner laid down under Section 198 of the Companies Act, 2013, but not exceeding Rs. 2,40,00,000/- (Rupees Two Crore Fourty Lakhs Only) in any financial year, commencing from 01st April, 2020.

RESOLVED FURTHER THAT the above limit of overall managerial remuneration shall be subject to modification in accordance with the provisions of the Companies Act, 2013 read with Schedule V thereto, and/or any guidelines prescribed by the Government/ appropriate authority from time to time.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and things and execute all such documents, instruments and writings as may be necessary/required to give effect to this resolution."

Item No. 05: Payment of Remuneration to Mr. Abhishek Gupta (DIN: 01260263), Managing Director of the Company, in excess of 5% of Net Profits;

"RESOLVED THAT in supersession of all earlier resolution passed in this regard and pursuant to the provisions of Section 196, 197, 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof, for the time being in force) and as per recommendation of the Nomination & Remuneration Committee, consent of the Members of the Company be and is hereby accorded for payment of Remuneration to Mr. Abhishek Gupta (DIN: 01260263), Managing Director of the Company in excess of 5% of the net profits of the Company (computed in the manner laid down under Section 198 of the Companies Act, 2013), but not exceeding Rs. 1,20,00,000/- (Rupees One Crore Twenty Lakhs Only) in any financial year, commencing from 01st April, 2020.

RESOLVED FURTHER THAT the above limit of remuneration shall be subject to modification in accordance with the provisions of the Companies Act, 2013 read with Schedule V thereto, and/or any quidelines prescribed by the Government/ appropriate authority from time to time.

RESOLVED FURTHER THAT subject to the provisions of the Companies Act, 2013 and/or any quidelines prescribed by the Government/ appropriate authority from time to time, the Board of Directors of the Company be and are hereby authorised to alter, vary and modify the aforesaid remuneration of Mr. Abhishek Gupta (DIN: 01260263), Managing Director of the Company, within the above stated maximum limit.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and things and execute all such documents, instruments and writings as may be necessary/required to give effect to this resolution."

Item No. 06: Payment of Remuneration to Ms. Sonika Gupta (DIN: 01527904), Director of the Company, in excess of 1% of Net Profits;

"RESOLVED THAT in supersession of all earlier resolution passed in this regard and pursuant to the provisions of Section 197, 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof, for the time being in force) and as per recommendation of the Nomination & Remuneration Committee, consent of the Members of the Company be and is hereby accorded for payment of Remuneration to Ms. Sonika Gupta (DIN: 01527904), Director of the Company in excess of 1% of the net profits of the Company (computed in the manner laid down under Section 198 of the Companies Act, 2013), but not exceeding Rs. 1,20,00,000/- (Rupees One Crore Twenty Lakhs Only) in any financial year, commencing from 01st April, 2020.

RESOLVED FURTHER THAT the above limit of remuneration shall be subject to modification in accordance with the provisions of the Companies Act, 2013 read with Schedule V thereto, and/or any quidelines prescribed by the Government/ appropriate authority from time to time.

RESOLVED FURTHER THAT subject to the provisions of the Companies Act, 2013 and/or any guidelines prescribed by the Government/ appropriate authority from time to time, the Board of Directors of the Company be and are hereby authorised to alter, vary and modify the aforesaid remuneration of Ms. Sonika Gupta (DIN: 01527904), Director of the Company, within the above stated maximum limit.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors of the Company be and are hereby authorised to do all such acts, deeds and things and execute all such documents, instruments and writings as may be necessary/required to give effect to this resolution."

Place: Bhopal Dated: 04/09/2020

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By the order of the Board ch Son (PAN: HCOPS6623A)

Company Secretary & Compliance Officer

1. A Statement pursuant to Section 102(1) of the Companies Act, 2013 relating to the Special Business to be transacted at the Meeting is annexed hereto and forms part of the Notice.

Additional Information, Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 with respect to appointment of the Statutory Auditors of the Company, as proposed under Item No. 03 of this Notice under ordinary business, is also provided in the Explanatory Statement.

• 1. Brief details of the directors, who are being appointed / re-appointed, are annexed hereto as per requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015/ Secretarial Standards.
• 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and to vote instead of himself/herself and the proxy need not be a member of the company. The instrument appointing the proxy should, however, is deposited at the registered office of the company not less than forty-eight hours before the commencement of meeting.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. The holder of proxy shall prove his identity at the time of attending the Meeting.

• 1. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged with the company, at any time during the business hours of the company, provided that not less than three days of notice in writing is given to the company.
• 1. Corporate members intending to send their authorised representative(s) to attend the Meeting in terms of Section 113 of the Companies Act, 2013 are requested to send to the Company a certified true copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting.
• 1. The register of directors and key managerial personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the AGM.
• 1. The Register of members and the Share Transfer Books of the Company will remain closed from Thursday, 24th day of September, 2020 to Wednesday, 30th day of September, 2020 (both days inclusive) for the purpose of this Meeting.
• 1. A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the RTA/Depositories as on 23rd September, 2020 only shall be entitled to vote at the AGM.

Notes:

• 1. Members may also note that the Copy of Annual Report for the financial year ended $31^{st}$ March 2020 will be available on the Company's website www.wewinlimited.com under the investor section.
• 1. In pursuance of the provisions of Section 108 of the Companies Act, 2013 and the Rules framed there under, as amended from time to time, the Company is exempted from giving the Members the facility to cast their vote electronically, through the remote e-voting services on the resolutions set forth in this Notice; however, voting through permitted mode under the Companies Act, 2013 will be allowed at the venue of the Meeting.
• 1. Members desiring any information on the Accounts are requested to write to the company at least 10 days prior to the date of the meeting to enable the management to keep the information ready.
• 1. Members holding shares in electronic mode are requested to intimate any change in their address or bank mandates to their DPs with whom they are maintaining their demat accounts. Members holding shares in physical mode (if any) are requested to advise any change in their address or bank mandates to the Company.
• 1. Members can avail of the nomination facility by filing Form SH-13, as prescribed under Section 72 of the Companies Act, 2013 and Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, with the Company.
• 1. Members who still hold share in physical form are advised to dematerialise their shareholding to avail the benefits of dematerialisation, which include easy liquidity, since trading is permitted in dematerialised form only, electronic transfer, savings in stamp duty and elimination of any possibility of loss of documents and bad deliveries.
• 1. With a view to serving the Members better and for administrative convenience, an attempt would be made to consolidate multiple folios. Members who hold shares in identical names and in the same order of names in more than one folio are requested to write to the company to consolidate their holdings in one folio.
• 1. Proxy Form, Attendance Slip and the Route Map of the venue of the Meeting are annexed hereto.
• 1. Members/Proxies/Authorised Representatives are requested to bring to the Meeting necessary details of their shareholding, attendance slip(s) and copies of Annual Report. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting.
• 1. Relevant documents referred to in the Notice are open for inspection by the members at the Registered Office of the Company on all working days (i.e. except Saturdays, Sundays and Public Holidays) during business hours up to the date of the Meeting. The aforesaid documents will be also available for inspection by members at the Meeting.
• 1. The format of the Register of Members prescribed by the Ministry of Corporate Affairs under the Companies Act, 2013 requires the Company/Registrar and Transfer Agents to record additional details of Members, including their Permanent Account Number details (PAN), e-mail address,

etc and the Securities and Exchange Board of India ("SEBI") has also mandated the submission of PAN by every participant in the market. Members holding shares in electronic form are therefore requested to submit their PAN & e-mail address details to their Depository Participants with whom they are maintaining their De-mat accounts. Members holding shares in physical form (if any) are requested to submit their PAN & e-mail address to the Company / RTA.

• 1. In order to implement the Green Initiatives of the Government, whereby Companies have now been allowed to send/ serve notice(s) / document(s) etc. to their members through electronic mode, your Company hereby requests all its members to register their email ID with the Registrar and Transfer Agent (in case of Physical holding) and with the Depository Participant (in case of Dematerialized holding), if not yet provided, to promote Green Initiative.
• 1. The Company's Registrar and Transfer Agents (RTA) is Sharex Dynamic (India) Pvt. Ltd., C-101, 247 Park, L.B.S. Marg, Vikhroli, West Mumbai, Mumbai, MH-400083.

Place: Bhopal Dated: 04/09/2020

By the orde er of the Board Ashish Soni (PAN: HCOPS6623A)

Company Secretary & Compliance Officer

Information required to be furnished/disclosed as per requirements of Secretarial Standard on General Meetings (SS-2) and SEBI (Listing Obligations and Disclosure Requirements) Requlations, 2015:

	Ms. Sonika GuptaMr. Abhishek Gupta
	(DIN: 01260263)	(DIN: 01527904)
Date of Birth	24/09/1971	01/02/1978
Age	48 years approx.	42 years approx.
Qualification	B.E. from University of Nagpur	B. Com from University of
		Bundelkhand
Expertise in Functional Area	Business	Administration & Management
Experience	Experience of more than 22 years	Experience of more than 13
	of the similar field/business in	years of Administration &
	which the Company is engaged	Management in the similar
		field/business in which the
		Company is engaged
Terms and Conditions of	NA	NA
Appointment / Re-	(Only varying the terms of	(Only varying the terms of
appointment	Remuneration)	Remuneration)
Remuneration sought to be	As per resolution set out at Item	As per resolution set out at Item
paid	No. 05 of the Notice	No. 06 of the Notice
Remuneration last drawn	Rs. 29,40,000/- per annum	Rs. 29,40,000/- per annum
Date of first appointment	18/06/2007	18/06/2007
on the Board	(Since Incorporation)(Since Incorporation)
Shareholdingthein	8,48,090 Equity Shares of Rs.	11,31,900 Equity Shares of Rs.
Company	$10/-$ each	$10/-$ each
withotherRelationship	As per Section 2(77) of the	As per Section 2(77) of the
Directors, Managers and	2013,Mr.CompaniesAct,	Companies Act, 2013, Ms.
other key Managerial	Abhishek Gupta (DIN: 01260263)	Sonika Gupta (DIN: 01527904)
Personnel of the Company	is relative of Director i.e. Husband	is relative of Director i.e. Wife of
	of Ms. Sonika Gupta (DIN:	Abhishek Gupta (DIN:Mr.
	01527904).	01260263) Managing Director of
		the Company.
No. of Meetings of the	08	08
Board attended during the
year.

List of other Companies in 1.	Surevin	PrivateWeartech	1. Surevin Info Software Private
which Directorships held	Limited		Limited
	WeWin2.	Logistics&	Win2. We	Logistics&
	Warehouses Private Limited		Warehouses Private Limited
MembershipofList	Chairmanship	Membership	Chairmanship	Membership
Chairmanship	in Corporate Social	Audit	Nil	Nomination &
Committees of the Board of Responsibility		Committee		Remuneration
the Company	Committee			Committee
				Stakeholders
				Relationship
				Committee
MembershipofList	Chairmanship	Membership	Chairmanship	Membership
Chairmanshipin	Nil	Nil	Nil	Nil
Committees of the Board of
Other Companies
ShareholdingofNon-			Nil
executive Directors of the
Company

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Item No. 01:

Additional Disclosure under Regulation 36(5) of the SEBI (Listing Obligations and Disclosure Requirement) Requlations, 2015:

• 1. Proposed fees payable to Statutory Auditor: The proposed fees payable to the M/s Sandeep Mukherjee & Associates, Chartered Accountants, (FRN: 009942-C), if appointed by the shareholders, will be upto Rs. 1,50,000/- (Rupees One Lakh Fifty Thousand only) for performing the statutory audit of the company for the financial year ended 31st March, 2021.
• 1. Terms of appointment of Statutory Auditor: 01 (one) year, from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.
• 1. Any Material Change in the fees payable to new auditor from that paid to outgoing auditor along with rationale for such change: NA
• 1. Basis of Recommendation for appointment including the details in relation to and credentials of the Statutory Auditor(s) proposed to be appointed: M/s Sandeep Mukherjee & Associates, Chartered Accountants (Firm Registration No. 009942-C) is retiring at the forthcoming 13th Annual General Meeting (AGM) of the Company in terms of resolution passed by the members in 10th Annual General Meeting of the Company; therefore, The Board of Directors on the recommendation of the Audit Committee recommended for the approval of the Members, the appointment of M/s Sandeep Mukherjee & Associates, Chartered Accountants (Firm Registration No. 009942-C), as the Auditors of the Company for a period of one year from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting.

Item No. 04:

As per first proviso to sub-section (1) of Section 197 of the Companies Act, 2013, the total managerial remuneration payable by a public company, to its directors, including managing director and whole-time director, and its manager in respect of any financial year may exceed 11% of the net profits of that Company for that financial year computed in the manner laid down in Section 198 of the Companies Act, 2013, provided that the same has been approved/ authorised by Members of the Company in General Meeting.

Keeping in view the time and labour involved by Directors (including Managing Director) of the Company and to honour their services, the Nomination & Remuneration Committee in its meeting held on 20th August, 2020 has passed/recommended resolution to increase the limit of Overall Managerial Remuneration upto the limits as stated in the Resolution as set out at Item No. 04 above and the Board of Directors of the Company in their meeting held on 04th September, 2020 have also passed resolution (subject to the approval of members of the Company) to increase the limit of Overall Managerial Remuneration in the manner as stated above, and in terms of provisions/requirements of first proviso to sub-section (1) of Section 197 of the Companies Act, 2013, approval of members is required for aforesaid increase in Overall Limit of Managerial Remuneration;

Item No. 06:

As per Second proviso to sub-section (1) of Section 197 of the Companies Act, 2013, except with the approval of the company in general meeting, by a special resolution, the remuneration payable to directors who are neither managing director nor whole time directors shall not exceed 1% of the net profits of the Company, if there is a managing or whole-time director or manager.

Keeping in view the time and labour involved by Ms. Sonika Gupta (DIN: 01527904), Director of the Company and to honour her services, the Nomination & Remuneration Committee in its meeting held on 20th August, 2020 has passed/recommended resolution for payment of Remuneration to Ms. Sonika Gupta (DIN: 01527904), Director of the Company in excess of 1% of the net profits of the Company (computed in the manner laid down under Section 198 of the Companies Act, 2013), but not exceeding Rs. 1,20,00,000/- (Rupees One Crore Twenty Lakhs Only) in any financial year, commencing from 01st April, 2020 and the Board of Directors of the Company have also approved/ passed the aforesaid resolution (subject to approval of member of the Company) in their meeting held on 04th September, 2020, and in terms of provisions/requirements of second proviso to subsection (1) of Section 197 of the Companies Act, 2013, approval of members is required for aforesaid payment of remuneration to Ms. Sonika Gupta (DIN: 01527904), Director of the Company in excess of 1% of net profit; therefore Members approval is sought to the proposed resolution. The Directors recommend passing of the resolution set out at Item No. 06 above, as a Special Resolution.

Mr. Abhishek Gupta (DIN: 01260263), Managing Director and Ms. Sonika Gupta (DIN: 01527904) Director of the Company and their relatives are interested in the aforesaid Resolution as set out at Item No. 06 above.

Directors/ Key Managerial Personnel may be deemed/concerned interested to the extent of their shareholding in the Company.

Save and except the above, none of the Directors, Key Managerial Personnel and their relatives is concerned or interested, financially or otherwise, in the aforesaid Resolution.

All documents concerning Item No. 06 are available for inspection at the Registered Office of the Company from 11 A.M. to 01 P.M. on all working days till the date of forthcoming Annual General Meeting.

Place: Bhopal Dated: 04/09/2020

$L1n$ N

By the order of the Board

Ashish Sopi

(PAN: HCOPS6623A) Company Secretary & Compliance Officer

CIN: L74999MP2007PLC019623

WE WIN LIMITED

(Formerly Known as Surevin BPO Services Limited)

206-207, 2nd Floor, Corporate Zone, C-21 Mall, Hoshangabad Road, Misrod, Bhopal (M.P.) 462047

ATTENDANCE SLIP

(To be presented at the entrance)

13 th Annual General Meeting, Date 30th September, 2020

Folio No. / DP ID No. / Client ID No.:
Name of First named Member/ Proxy/ Authorised
Representative:
Name of Joint Member(s), if any:
No. of Shares held:

I/We certify that I/We am/are member(s)/proxy for the member(s) of the Company.

I/We hereby record my/our presence at the 13 th Annual General Meeting of the Company being held on Wednesday, the 30th day of September, 2020 at 11:00 AM at the Registered Office of the Company Situated at 206-207, 2nd Floor, Corporate Zone, C-21 Mall, Hoshangabad Road, Misrod, Bhopal (M.P.) 462047.

Signature of First holder/ Proxy/ Authorised Representative:

Signature of 1st Joint Holder:

Signature of 2nd Joint Holder:

Notes:

• 1. Please sign this attendance slip and hand it over at the Attendance Verification Counter at the Meeting Venue.
• 1. Only Member(s)/ Proxyholder will be allowed to attend the Meeting.

CIN: L74999MP2007PLC019623 WE WIN LIMITED

(Formerly Known as Surevin BPO Services Limited)

206-207, 2nd Floor, Corporate Zone, C-21 Mall, Hoshangabad Road, Misrod, Bhopal (M.P.) 462047

Form No. MGT-11

PROXY FORM

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

CIN: L74999MP2007PLC019623

Name of the Company: WE WIN LIMITED Registered office: 206-207, 2nd FLOOR, CORPORATE ZONE, C-21 MALL, HOSHANGABAD ROAD, MISROD, BHOPAL (MP) - 462047

Name of the Member(s): Registered address: E-mail Id: Folio No/ Clint Id: DP ID:

I/ We being the member(s) holding ……………….... shares of the above named company, hereby appoint

1. Name: ……………………………………
Address:
DP ID:E-mail Id:
Signature: …………………………………, or failing him
2. Name: ………………………………………
Address:
E-mail Id:
Signature: ……………………………,

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 13 th Annual General Meeting of the Company, to be held on Wednesday, the 30th day of September, 2020 at 11:00 A.M. at the registered office of the Company at 206-207, 2nd Floor, Corporate Zone, C-21 Mall, Hoshangabad Road, Misrod, Bhopal (M.P.) 462047 and at any adjournment thereof in respect of such resolutions as are indicated below: Folio No/ Clint Id: DP ID:

RESOLUTION NO.

Ordinary Business:

Item No. 01: Adoption of Audited Standalone and Consolidated Financial Statements and the Reports of the Board of Directors and Auditor's thereon;

Item No. 02: Appointment of Director in place of Director who retires by Rotation;

Item No. 03: Appointment of Statutory Auditors and fixing of their Remuneration;

Special Business:

Item No. 04: To Increase the Limit of Overall Managerial Remuneration;

Item No. 05: Payment of Remuneration to Mr. Abhishek Gupta (DIN: 01260263), Managing Director of the Company, in excess of 5% of Net Profits;

Item No. 06: Payment of Remuneration to Ms. Sonika Gupta (DIN: 01527904), Director of the Company, in excess of 1% of Net Profits;

Signed this ………… day of………..… 2020 Signature of Shareholder Signature of Proxy holder(s)

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

Route Map of Venue of Annual General Meeting (Registered Office)