Peninsula Land : Notice of AGM

NOTICE

Notice is hereby given that the 151st Annual General Meeting (AGM) of the members of Peninsula Land Limited will be held through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") on Friday, September 08, 2023, at 4:30 p.m. to transact the following businesses:

ORDINARY BUSINESS:

1. To receive, consider and adopt:

1. The Audited Standalone 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; and
2. The Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023, together with the Report of the Auditors thereon.

2. To appoint a Director in place of Mr. Mahesh S. Gupta, Non- executive, Non-Independent Director (DIN: 00046810) who retires by rotation and is eligible for re-appointment

SPECIAL BUSINESS:

3. Issue of Non-Convertible Debentures on Private Placement Basis:

To consider and, if thought fit, to pass, the following resolution as a Special Resolution:

Inspiring Results... Igniting Growth

"RESOLVED THAT, pursuant to the provisions of Section 42, 71 and other applicable provisions, if any, of the Companies Act, 2013 read with the Rules made thereunder [including any statutory modification(s) or re-enactment thereof for the time being in force] and subject to rules/ regulations/guidelines issued by Securities and Exchange Board of India ("SEBI") or any other appropriate/statutory authorities and pursuant to the provisions of the Articles of Association of the Company, the consent of the members of the Company be and is hereby accorded to make offer(s) of Non-Convertible Debentures to be issued and alloted in one or more series within a period of one year from the date of passing of this resolution, on private placement basis to such persons as may be identified by the Board of Directors (including any Committee of the Company authorised in this regard), upto an overall amount of Rs. 150 Crore (Rupees One Hundred Fifty Crore only) on such terms and conditions as may be decided by the Board of Directors of the Company or a Committee constituted by the Board, as the case may be, from time to time.

RESOLVED FURTHER THAT, all the Directors and Key Managerial Personnel of the Company or any other persons authorised by the Board or any Committee(s) constituted by the Board be and are hereby severally authorized to do all such acts, deeds, things and to execute all such deeds, documents, undertaking as may be considered necessary or expedient for giving effect to the foregoing resolutions including but not limited to filing of necessary forms and

FINANCIAL STATEMENTS

Peninsula Land Limited

1

returns with the Registrar of Companies-Mumbai, Ministry of Corporate Affairs, Stock Exchanges and/or other authorities and to seek such approval/ consent from the shareholders or other authorities, as may be required in this regard.

RESOLVED FURTHER THAT, the foregoing resolutions shall come into effect immediately on approval of the shareholders and a copy of this resolution certified to be a true copy by any one of the Directors or the Company Secretary of the Company be furnished to any parties concerned with respect to the issue of the Securities with a request to act thereon."

By Order of the Board

For Peninsula Land Limited

Sd/-

Vishal Menon

Company Secretary &

Compliance Officer

Registered Office:

503, 5th Floor, Peninsula Tower-1,

Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai 400013.

Place: Mumbai

Date: May 30, 2023

NOTES:

1. The Ministry of Corporate Affairs ("MCA") inter-alia vide its Circular No. 10/2022 dated December 28, 2022, Circular No. 2/2022 dated May 5, 2022, General Circular No. 02/2021 dated January 13, 2021 read with General Circular No. 20/2020, General Circulars No. 14/2020 and 17/2020 dated May 5, 2020, April 8, 2020 and April 13, 2020, respectively (collectively referred to as "MCA Circulars") has permitted the holding of AGM through Video Conferencing ('VC') or Other Audio Visual Means ('OAVM') without the physical presence of the members at the common venue
   Further, Securities and Exchange Board of India ('SEBI') vide its Circulars dated January 05, 2023, May 13, 2022, January 15, 2021 and May 12, 2020 respectively ('SEBI Circulars') issued by Securities and Exchange Board of India ('SEBI') and other applicable circulars issued in this regard, have provided relaxations from compliance with certain provisions of the SEBI Listing Regulations.
   In compliance with the applicable provisions of the Companies Act, 2013 ('Act'), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ('SEBI Listing Regulations') and MCA Circulars, the 151st AGM of the Company is being held through VC/OAVM on Friday, September 08, 2023, at 4:30

p.m. (IST). The proceedings of the AGM will be deemed to be conducted at the Registered Office of the Company situated at 503, 5th Floor, Peninsula Tower-1, Peninsula Corporate Park, Ganpatrao Kadam Marg, Lower Parel, Mumbai - 400013.

1. PURSUANT TO THE PROVISIONS OF THE ACT, A MEMBER

ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. SINCE THIS AGM IS BEING HELD PURSUANT TO MCA CIRCULARS THROUGH VC/ OAVM, PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. ACCORDINGLY, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THE AGM AND HENCE THE PROXY FORM, ATTENDANCE SLIP AND ROUTE MAP OF AGM ARE NOT ANNEXED TO THIS NOTICE.

1. The Members can join the AGM in the VC/OAVM mode 30 minutes before the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The Members will be able to view the proceedings on the National Securities Depository Limited's ('NSDL') e-Voting website at www.evoting.nsdl.com. The facility of participation at the AGM through VC/OAVM will be made available to at least 1,000 Members on a first come first served basis as per the MCA Circulars.
2. Institutional/Corporate Members (i.e. other than individuals/HUF, NRI, etc.) are requested to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution/Authorization etc., to the Company at investor@ peninsula.co.in., authorizing its representative to attend the AGM through VC/OAVM, on its behalf and to vote through remote e-voting /e-voting at the AGM, pursuant to Section 113 of the Act.
3. In compliance with the aforesaid MCA Circulars and relevant SEBI Circulars, the Notice of the AGM alongwith the Annual Report 2022-23 are being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories unless any Member has requested for a physical copy of the same. The Company shall send the physical copy of Annual Report 2022-23 to those Members who request the same at [e-mail] their Folio No./DP ID and Client ID. The Notice convening the 151st AGM along with the Annual Report 2022-23 will also be available on the website of the Company at www.peninsula.co.in, websites of the Stock Exchanges i.e. BSE Limited and the National Stock Exchange of India Limited at www.bseindia.comand www. nseindia.comrespectively and the website of NSDL at www. evoting. nsdl.com.

2 Annual Report 2022-23

Inspiring Results... Igniting Growth

1. The shareholders, who are holding shares in dematerialised mode and have not yet registered their e-mail IDs, are requested to register/update their e-mail IDs with their Depository Participant(s) at the earliest, to enable the Company to use the same for serving AGM documents to them electronically, hereafter. Shareholders holding shares in physical form may kindly register their e-mail IDs with the Share Transfer Agent by sending an e-mail at support@ purvashare.com.
2. Members holding shares in physical form are requested to submit a copy of their PAN card and Bank Account details, in the form of a cancelled cheque or self-attested copy of pass book, with the Company or the Share Transfer Agent as per the directives of the Securities and Exchange Board of India. Since, the shares of the Company are traded on the Stock Exchanges compulsorily in demat mode, shareholders holding shares in physical mode are strongly advised to get their shares dematerialized.
3. Members holding shares in physical form are requested to address all their correspondence including change of e-mail Id's, address, mandates etc. to the Share Transfer Agents viz. Purva Sharegistry (India) Private Limited, 9, Shiv Shakti Industrial Estate, J. R. Boricha Marg, Lower Parel East, Mumbai - 400011 and the Members holding shares in dematerialised form should approach their respective Depository Participants for the same.
4. Members holding shares in single name and in physical form are advised to make a nomination in respect of their shareholding in the Company and those Members who hold shares singly in dematerialized form are advised to make a nomination through their respective Depository Participants. The nomination form can be downloaded from the Company's website viz. www.peninsula.co.in.
5. Members may please note that SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8dated January 25, 2022 has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/ exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR - 4, the format of which is available on the Company's website at www.peninsula.co.in- under the tab "Shareholders Information" and on the website of the Company's STA at www.purvashare.com.It may be noted that any service request can be processed only after the folio is KYC Compliant.

1. SEBI vide its notification dated January 24, 2022 has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, Members are advised to dematerialise the shares held by them in physical form. Members can contact the Company or STA, for assistance in this regard.
2. As per the provisions of Section 72 of the Act and SEBI Circular, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/ she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the Company's website www.peninsula.co.inunder the tab "Shareholders Information". Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form and to Purva Sharegistry (India) Private Limited (STA) in case the shares are held in physical form.
3. Pursuant to the provisions of the Companies Act, 2013, dividends that are not claimed within seven years from the date of transfer to the Company's Unpaid Dividend Account will be transferred to the Investor Education and Protection Fund (IEPF) of the Central Government.
4. Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('The Rules') notified by the Ministry of Corporate Affairs effective September 7, 2016, all shares in respect of which dividend has not been claimed by the shareholders for seven consecutive years or more would also be transferred to the Investor Education and Protection Fund (IEPF) Account.
5. The Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
6. In case of joint holders attending the AGM, only such joint holder who is higher in the order of the names as per the Register of Members of the Company, as of the cut-off date, will be entitled to vote at the Meeting.
7. The Register of Members of the Company will remain closed from 02nd September 2023 to 08th September 2023 (both days inclusive).

CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Peninsula Land Limited

3

1. The relevant Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, as amended ('Act') in respect of the Item No. 3 of the Notice is annexed herewith along with the details as per Regulations 26(4) and 36(3) of SEBI Listing Regulations and Secretarial Standard-2 issued by The Institute of Companies Secretaries of India, in respect of Director retiring by rotation seeking appointment/ re- appointment at this Annual General Meeting ('Meeting' or 'AGM') forms part of this Notice.
2. The documents referred to in the accompanying Notice calling the AGM and the Explanatory Statement annexed thereto will be available for inspection in electronic mode. Members who wish to inspect the aforementioned documents are requested to write to the Company by sending e-mail to [e-mail].
3. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:

1. PROCESS AND MANNER FOR VOTING THROUGH ELECTRONIC MEANS:

1. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended), Regulation 44 of the SEBI Listing Regulations and in terms of SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 in relation to e-Voting facility provided by listed entities, the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with NSDL for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a Member using remote e-Voting system as well as remote e-Voting during the AGM will be provided by NSDL.
2. Members of the Company holding shares either in physical form or in electronic form as on the cut-off date i.e. Friday, September 01, 2023 may cast their vote by remote e-Voting. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date only shall be entitled to avail the facility of remote e-Voting before the AGM as well as remote e-Voting during the AGM.
   Any shareholder(s) holding shares in physical form or non-individual shareholders who acquires shares of the Company and becomes a Member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. Friday, September 01, 2023, may obtain the User

ID and Password by sending a request at evoting@nsdl. com.However, if a person is already registered with NSDL for remote e-Voting then the Members can use their existing User ID and password for casting the vote. If you forget your password, you can reset your password by using "Forgot User Details/Password" or "Physical User Reset Password" option available on www.evoting.nsdl.comor call on 022 - 4886 7000 and 022 -2499 7000.

In case of Individual Shareholder who acquires shares of the Company and becomes a Member of the Company after dispatch of the Notice and holds shares in demat mode as on the cut-off date may follow the steps mentioned under 'Login method for e-Voting and joining virtual meeting for individual shareholders holding securities in demat mode.'

1. The remote e-Voting period commences on Tuesday, September 05, 2023 at 9.00 a.m. (IST) and ends on Thursday, September 07, 2023 at 5.00 p.m. (IST). 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. September 01, 2023 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 i.e. September 01, 2023.
2. Members will be provided with the facility for voting through electronic voting system during the VC/OAVM proceedings at the AGM and Members participating at the AGM, who have not already cast their vote on the resolution(s) by remote e-Voting, will be eligible to exercise their right to vote on such resolution(s) upon announcement by the Chairman. Members who have cast their vote on resolution(s) by remote e-Voting prior to the AGM will also be eligible to participate at the AGM through VC/OAVM but shall not be entitled to cast their vote on such resolution(s) again. Members who have voted on some of the resolutions during the said voting period are also eligible to vote on the remaining resolutions during the AGM. The remote e-Voting module on the day of the AGM shall be disabled by NSDL for voting 15 minutes after the conclusion of the Meeting.
3. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/ folio number, PAN, mobile number at investor@peninsula. co.inup to August 31, 2023. Those members whose who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availability of time for

4 Annual Report 2022-23

Inspiring Results... Igniting Growth

the AGM. Further, the sequence in which the shareholders

Type of shareholders Login Method

will be called upon to speak will be solely determined by the

3. A new screen will open. You will need to

Company.

enter your User ID and Password. After

successful authentication, you will be able

B.

THE

INSTRUCTIONS

FOR

MEMBERS

FOR

REMOTE

to see e-voting services under Value Added

Services section.

E-VOTING BEFORE/DURING THE AGM ARE AS UNDER:-

4. Click on "Access to e-Voting" appearing

under left hand side under e-Voting services

The details of the process and manner for remote e-Voting

and you will be able to see e-Voting page.

are explained herein below:

5. Click on the option available

against the

company name or e-Voting service provider

a. Step 1: Access NSDL e-Voting system

i.e. NSDL and you will be re-directed to NSDL

e-Voting website for casting your vote during

b. Step 2: Cast your vote electronically and join General

the remote e-Voting period or joining virtual

meeting & voting during the meeting.

Meeting on NSDL e-Voting system.

6. If you are not registered for IDeAS e-Services,

follow the below steps:

Details on Step 1 are mentioned below:

a. Option to register is available at https://

eservices.nsdl.com.

b. Select "Register Online for IDeAS Portal"

A.

Login method for e-Voting and joining virtual meeting for

or click at https://eservices.nsdl.com/

individual shareholders holding securities in demat mode

SecureWeb/IdeasDirectReg.jsp

c. Please follow steps given in points 1-5

B. e-voting website of NSDL

In order to increase the efficiency of the voting process

1. Open web browser by typing the following

and

in

pursuance

of

SEBI

circular no. SEBI/HO/CFD/

URL: https://www.evoting.nsdl.com/either

on a

personal computer or

on a mobile

CMD/CIR/P/2020/242 dated December 9, 2020, e-Voting

phone.

facility is being provided to all the demat account holders,

2. Once the home page of e-voting system is

by way of single login credential, through their demat

launched, click on the icon 'Login' which

accounts/websites of Depositories/Depository Participants.

is available under 'Shareholder/ Member'

Individual demat account holders would be able to cast

section.

their vote without having to register again with the e-Voting

3. A new screen will open. You will need to

service

provider

('ESP') thereby not

only

facilitating

enter

your User ID (i.e. your

sixteen digit

demat

account number held

with NSDL),

seamless authentication but also ease and convenience of

Password/OTP and a Verification Code as

participating in e-Voting process.

shown on the screen.

4. After successful authentication, you will be

Shareholders are advised to update their mobile number

redirected to NSDL website wherein you can

see e-voting page. Click on options available

and e-mail-id in their demat accounts in order to access

against Company name or e-voting service

e-Voting facility.

provider - NSDL and you will be redirected

to e-voting website of NSDL for casting your

Login method for e-Voting and joining virtual meeting for

vote during the remote e-voting period or

joining virtual meeting & voting during the

individual shareholders holding securities in demat mode:

meeting.

C. Shareholders/Members can also download

Shareholders are advised to update their mobile number

NSDL Mobile App 'NSDL Speede' facility by

scanning the QR code mentioned below for

and e-mail-id in their demat accounts in order to access

seamless voting experience.

e-Voting facility.

Type of shareholders

Login Method

Individual

A.

NSDL IDeAS facility

Shareholders holding

If you are already registered, follow the below

securities in demat

steps:

mode with NSDL.

1. Visit the e-Services website of NSDL. Open

Web browser by typing the following URL

Viz. https://eservices.nsdl.comeither on a

Personal Computer or on a mobile.

2. Once the home page of e-Services is launched, click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section.

CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS

Peninsula Land Limited

5