EClerx Services : Notice of 23rd AGM

ANNUAL REPORT 2022-23

NOTICE

NOTICE is hereby given that the 23rd Annual General Meeting of the Members of eClerx Services Limited ("the Company") will be held on Thursday, September 14, 2023 at 12:30 p.m., Indian Standard Time ("IST") through Video Conferencing ("VC") or Other Audio Visual Means ("OAVM") facility to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider, approve and adopt:
2. 1. The Audited Financial Statements of the Company for the financial year ended March 31, 2023, together with the Reports of the Board of Directors and the Auditors thereon;
   2. The Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023, together with the Reports of the Auditors thereon.
3. To declare dividend for the year ended March 31, 2023 amounting to Re. 1/- per share.
4. To appoint a Director in place of Mr. Anjan Malik, (DIN: 01698542) who retires by rotation and being eligible, offers himself for re-appointment.

	By Order of the Board
	For eClerx Services Limited
	sd/-
	Pratik Bhanushali
Place: Mumbai	Company Secretary & Compliance Officer
Date: August 9, 2023	F8538

Registered Office:

Sonawala Building, 1st Floor, 29 Bank Street,

Fort, Mumbai 400 023, Maharashtra, India.

CIN: L72200MH2000PLC125319

NOTES:

1. Pursuant to General Circular No. 10/2022 dated December 28, 2022, issued by the Ministry of Corporate Affairs, Government of India (the "MCA Circular") and SEBI Circular No. SEBI/HO/CFD/PoD- 2/P/CIR/2023/4 dated January 5, 2023 issued by the Securities and Exchange Board of India ("SEBI Circular") and in compliance with the provisions of Companies Act, 2013 ("Act") and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the 23rd Annual General Meeting ("AGM") of the Company is being conducted through VC/OAVM facility, which does not require physical presence of Members at a common venue and accordingly, Attendance Slip is not annexed hereto. The deemed venue for the AGM shall be 4th Floor, Express Towers, Nariman Point, Mumbai - 400 021.
2. Members attending the meeting through VC/ OAVM facility will be counted as quorum. There is no requirement for appointment of proxies since the requirement of physical presence has been dispensed with for AGMs to be held this year. Accordingly, the facility of appointment of proxies by Members under Section 105 of the Act will not be available for the AGM and the Proxy Form is not annexed hereto. However, pursuant to Section 113 of the Act, corporate members are entitled to appoint their authorised representatives to attend and vote on their behalf at the meeting and are required to send through their registered email address, a certified scanned copy of the Board resolution of such authorisation [e-mail].
3. The Company has engaged the services of M/s. KFin Technologies Limited ("Kfintech"), Registrar and Share Transfer Agents ("RTA"), to provide VC facility and e-voting facility for the AGM.
4. The Annual Report, Notice of the AGM and other documents sent through e-mail are also available on the Company's website www.eclerx.com.
5. Since the AGM will be held through VC/OAVM facility, the Route Map is not annexed hereto.
6. DISPATCH OF ANNUAL REPORT
   In terms of the MCA Circular and SEBI Circular, Notice convening the 23rd AGM along with the Annual Report 2023 is being sent only through electronic mode to those Members whose email

NOTICE | ECLERX SERVICES LIMITED 21

ANNUAL REPORT 2022-23

addresses are registered with the Company/ Depositories, unless any Member has requested for a physical copy of the same, as per SEBI Circular. The Notice of AGM along with the Annual Report 2023 will also be available on the website of the Company at www.eclerx.com , websites of the Stock Exchanges i.e. BSE Limited and the National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of Kfintech at https://evoting.kfintech.com.

7. PROCEDURE FOR JOINING THE AGM THROUGH VC/OAVM

1. Members will be provided with a facility to attend the AGM electronically through video conference platform made available by Kfintech. For accessing the same, Members may visit the e-voting website of Kfintech i.e. https://emeetings.kfintech.com/ under shareholders/members login by using secure login credentials. The link for attending the AGM electronically will be available under shareholder/members login where AGM event of 'eClerx Services Limited' can be selected.
2. For better experience, Members are requested to join the meeting using Google Chrome (preferred browser) or other browsers such as Safari, Microsoft Edge or Mozilla Firefox 22.
3. Members are requested to grant access to the web-cam to enable two-way video conferencing and are advised to use stable Wi-Fi or LAN connection to ensure smooth participation at the AGM. Participants may experience audio/video loss due to fluctuation in their respective networks.
4. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending request from their registered email addresses mentioning name, DP/Client ID or Folio No., PAN and Mobile number [e-mail] from Saturday, September 9, 2023 (9:00 a.m. IST) up to Tuesday, September 12, 2023 (5:00 p.m. IST). Alternatively, Members may register themselves as a speaker, during such time, by clicking 'Speaker Registration' tab available on the e-voting website of Kfintech https://emeetings.kfintech.com/ and shall be provided a 'queue number' in advance. The Company reserves the right to restrict the number of speakers to those, who have done the prior registration, depending on the availability of time at the AGM.
5. Members who may wish to post queries for the AGM, may visithttps://emeetings.kfintech.com/

and click on the Tab "Post Your Queries Here" in the window provided, from Saturday, September 9, 2023 (9:00 a.m. IST) up to Tuesday, September 12, 2023 (5:00 p.m. IST) by mentioning their name and demat account number. Members may note that depending upon the availability of time, questions may be answered during the AGM or responses will be shared separately after the AGM.

1. 1. Facility for attending the AGM through electronic means (VC/OAVM) shall be made available 15 minutes before the scheduled time for the AGM and will be available for at least 1,000 Members, at a time, on first come first serve basis ("FIFO") and shall be kept open throughout the proceedings of AGM.
   2. There will be no restrictions on account of FIFO entry into AGM for Members holding 2% or more shareholding as on the cut- off date for e-voting and also for the Promoters, Institutional Investors, Directors, Key Managerial Personnel, Auditors of the Company, etc.
   3. For any assistance required for attending AGM through VC/OAVM, Members may contact Mr. Shaibal Roy, Deputy Vice President of Kintech [e-mail] or call at 1800 309 4001 (Toll Free).
2. Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM. Please note that pursuant to SEBI Circular SEBI/HO/IMD/DF4/CIR/P/2021/29 dated March 5, 2021, Mutual Funds are required to cast their votes compulsorily w.e.f. April 1, 2022.
3. In case of joint holders, a Member whose name appears as the first holder in the order of their names as per the Register of Members will be entitled to cast vote at the AGM.
4. In terms of the Listing Regulations, it is mandatory to furnish a copy of PAN card to the Company or Kfintech in the following cases viz. deletion of name, transmission of shares and transposition of shares.
5. The Register of Members and Share Transfer Books will remain closed from Friday, September 1, 2023 to Thursday, September 14, 2023 (both days inclusive) for thepurposeofpaymentofdividendforthefinancialyear ended March 31, 2023, if any, approved by the Members.
6. Pursuant to Regulation 36(3) of the Listing Regulations, brief profile of the Director who is proposed to be re-appointed is annexed hereto.

22 ECLERX SERVICES LIMITED | NOTICE

1. The applicable statutory registers and the certificate from the Secretarial Auditors of the Company certifying that the Company's Employee Stock Option Scheme(s)/Plan(s) are being implemented in accordance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and other applicable Regulations, if any, and in accordance with the resolutions passed by the Company in the earlier General Meeting(s), will be available electronically for inspection by the Members during the AGM. Members are requested to send an email [e-mail] in advance, if they wish to inspect such documents during the AGM.
   Further, all documents referred to in the Notice will also be available electronically for inspection without any fee by the Members from the date of circulation of this Notice upto the date of AGM. Members seeking to inspect such documents can send an email to [e-mail].
2. PROCEDURE FOR REMOTE E-VOTING AND E-VOTING AT THE AGM
   Pursuant to the provisions of Section 108 and other applicable provisions, if any, of the Act, as amended, and Regulation 44 of SEBI Listing Regulations, the Company is providing to its Members facility to exercise their right to vote on resolutions proposed to be passed at AGM by electronic means. Members may cast their votes remotely, using an electronic voting system on the dates mentioned herein below ("remote e-voting''). Further, the facility for voting through electronic voting system will also be made available during the AGM ("Instapoll") and members attending the AGM who have not cast their vote(s) by remote e-voting will be able to vote during the AGM through Instapoll. The Company

ANNUAL REPORT 2022-23

has engaged the services of Kfintech as the agency to provide both remote e-voting and Instapoll.

A person whose name is recorded in the Register of Members as on the cut-off date i.e. Thursday, September 7, 2023 only shall be entitled to avail the facility of remote e-voting or for participation at the AGM and voting through Instapoll. The remote e-voting period will commence on Monday, September 11, 2023 (9:00 a.m. IST) and will end on Wednesday, September 13, 2023 (5:00 p.m. IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date may cast their votes electronically. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only. The remote e-voting module shall be disabled for voting thereafter. Once the vote on a resolution(s) is cast by the Member, the Member shall not be allowed to change it subsequently or cast their vote again. The voting rights of Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date i.e. Thursday, September 7, 2023.

The Company has appointed Mrs. Ashwini Inamdar, (Membership No. FCS 9409), failing her Mrs. Aditi Patnaik (Membership No. ACS 45308) and failing her Mrs. Alifya Sapatwala (Membership No. ACS 24091) Partners of M/s. Mehta & Mehta, Practicing Company Secretaries (ICSI Unique Code P1996MH007500), to act as the Scrutinizer, to inter-alia, scrutinize the remote e-voting and Instapoll process in a fair and transparent manner.

A Member can opt for only single mode of voting i.e. through remote e-voting or Instapoll. If a Member casts votes by both modes then voting done through remote e-voting shall prevail and voting done through Instapoll shall be treated as invalid.

The manner of voting through remote e-voting is as under:

1. Individual Shareholders holding securities in Demat Form

• Login through Depositories
  As per the SEBI circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 DPs. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-voting facility.

Type of shareholders		Login Method
Individual		1. Users who have opted for CDSL Easi/Easiest facility, can login through their
Shareholders holding		existing user id and password. Option will be made available to reach e-Voting
securities in Demat		page without any further authentication. The users to login to Easi/Easiest are
mode with CDSL		requested to visit CDSL website www.cdslindia.com and click on login icon &
Depository		New System Myeasi Tab.

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ANNUAL REPORT 2022-23

Type of shareholders		Login Method
		2.	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
			their vote during the remote e-Voting period or joining virtual meeting &
			voting during the meeting. Additionally, there is also link provided to access
			the system of all e-Voting Service Providers, so that the user can visit the
			e-Voting service providers' website directly.
		3.	If the user is not registered for Easi/Easiest, option to register is available at
			CDSL website www.cdslindia.com and click on login & New System Myeasi Tab
			and then click on registration option.
		4.	Alternatively, the user can directly access e-Voting page by providing
			Demat Account Number and PAN No. from a e-Voting link available
			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		1.	If you are already registered for NSDL IDeAS facility, please visit the
Shareholders holding			e-Services website of NSDL. Open web browser by typing the following URL:
securities in demat			https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once
mode with NSDL			the home page of e-Services is launched, click on the "Beneficial Owner"
Depository			icon under "Login" which is available under 'IDeAS' section. A new screen
			will open. You will have to enter your User ID and Password. After successful
			authentication, you will be able to see e-Voting 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 name and you will be
			re-directed to e-Voting service provider website for casting your vote during the
			remote e-Voting period or joining virtual meeting & voting during the meeting.
		2.	If the user is not registered for IDeAS e-Services, option to register is
			available at https://eservices.nsdl.com. Select "Register Online for IDeAS" or click
			at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
		3.	Visit the e-Voting website of NSDL. Open web browser by typing the following
			URL: https://www.evoting.nsdl.com/ either on a personal computer or on a
			mobile. Once the home page of e-Voting system is launched, click on the icon
			"Login" which is available under 'Shareholder/Member' section. A new screen
			will open. You will have to enter your User ID (i.e. your sixteen digit demat
			account number which you 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 name and you will be redirected
			to e-Voting service provider website for casting your vote during the remote
			e-Voting period or joining virtual meeting & voting during the meeting
Individual		You can also login using the login credentials of your demat account through
Shareholders		your Depository Participant registered with NSDL/CDSL for e-Voting facility. After
holding securities		successful login, you will be able to see e-Voting option. Once you click on e-Voting
in demat mode		option, you will be redirected to NSDL/CDSL Depository site after successful
login through		authentication, wherein you can see e-Voting feature. Click on company name
their Depository		or e-Voting service provider name and you will be redirected to e-Voting service
Participants (DP)		provider website for casting your vote during the remote e-Voting period or joining
		virtual meeting & voting during the meeting.

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

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ANNUAL REPORT 2022-23

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

Login type		Helpdesk details
Individual Shareholders		Members facing any technical issue in login can contact CDSL helpdesk by
holding securities in
	sending a request at [e-mail] or contact at toll free no.
Demat mode with
	1800 22 55 33
CDSL
Individual Shareholders		Individual Shareholders holding securities in Demat mode with NSDL Members
holding securities in
	facing any technical issue in login can contact NSDL helpdesk by sending a request
Demat mode with
	at [e-mail] or call at toll free no.: 1800 1020 990 and 1800 22 44 30
NSDL

We urge members to support our commitment to environmental protection by choosing to receive the Company's communication through email. Members holding shares in demat mode, who have not registered their email addresses are requested to register their email addresses with their respective DPs, and members holding shares in physical mode are requested to update their email addresses with Kfintech at [e-mail], to receive correspondences in electronic mode. Members may follow the process detailed below for registration of email ID and update of bank account details for the receipt of dividend.

Type of holder		Process to be followed
Physical		For availing the following investor services, send a written request in the prescribed forms to
		Kfintech by email to [e-mail] or by post to KFin Technologies Limited, Unit:
		eClerx Services Limited, Selenium Tower B, Plot 31-32, Financial District, Nanakramguda,
		Serilingampally Mandal, Hyderabad-500 032
		Form for availing investor services to register PAN, email address, bank	Form ISR-1
		details and other KYC details or changes/update thereof for securities held
		in physical mode
		Update of signature of securities holder	Form ISR-2
		For nomination as provided in Rule 19(1) of the Companies (Share Capital and	Form SH-13
		Debentures) Rules, 2014
		Declaration to opt out of nomination	Form ISR-3
		Cancellation of nomination by the holder(s) (along with ISR-3)/Change of	Form SH-14
		nominee
		Form for requesting issue of duplicate certificate and other service requests	Form ISR-4
		for shares/debentures/bonds etc., held in physical form
Demat		Please contact your respective DPs and register your email address and bank account
		details in your demat account, as per the process advised by your DP.

ISR Forms can be obtained by following the link:

https://ris.kfintech.com/clientservices/isc/default.aspx and through electronic mode with e-sign by following the link: https://ris.kfintech.com/clientservices/isc/default.aspx#

Detailed FAQ can be found on the link: https://ris.kfintech.com/faq.html

1. Non-IndividualShareholders and Shareholders holding securities in Physical Form
2. 1. Initial Password is provided in the body of the email.
   2. Launch internet browser and type the URL:https://evoting.kfintech.com in the address bar.
   3. Enter the login credentials i.e. User ID and password mentioned in your email. Your Folio No. will be your User ID. However, if you are

already registered with Kfintech for e-Voting, you can use your existing User ID and password for casting your votes.

1. After entering the details appropriately, click on
   LOGIN.
2. You will reach the password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least

NOTICE | ECLERX SERVICES LIMITED 25