Tel13'" July, 2017

To,

Developersltd.

listing Department

BSElim ited

Phiroze Jeejeebhoy Towers

Dalai Street - M umbai- 400001

Scrip Code: 533393

listing Department

National S tock Exchange of Ind ia ltd.,

Exchange Plaza, C -1, B lock G ,

Sandra Kurla Complex,

Bandra (E) Mumbai - 400051

Scrip Symbol: TCIDEVElOP

Sub: Publication and dispatch of Notice of 9th

Annual General Meeting

Dear Sir/ M adam ,

This is in continuation to our letter dated 19 th June, 2017 intim ating you about convening of 9th

Annual General

Meeting ("AGM") of the Company on Tuesday, 1" August, 2017.

This is to further in form you that the Company has completed the dispatch of Annual Report for FY 2016~17

alongw ith the Notice convening the AGM , E~Voting instructions and Proxy Forms via E -Mail to those members who

have registered their E-Mail IDs on 10 th July, 2017 & through perm itted physical mode to the remain ing members on

7 th July, 2017. The copy of AGM Notice is annexed herew ith as Annexure I for your kind reference and records.

Further, pursuant to applicab le statutory provis ions includ ing SEB I (L isting Obligations & Disclosure Requirements)

Regulation , 2015, the Company is provid ing E-voting facility to the Members hold ing shares either in Physical form or

in Demat form , as on cut.o ff date Le. 26 th July, 2017. The Members can vote from a place other than the venue of

the meeting ("remote E-voting") on all the business as set out in the AGM Notice through electronic voting services

provided by Karvy Computershare Private lim ited ("KarvyU ). The remote E-voting shall commence from Saturday,

29" July, 2017 at 10:00 a.m . and w ill end on Monday, 31" July, 2017 at 5:00 p.m .

Further, the Newspaper cutting of Notice published in the fo llow ing newspapers w ith respect to above matter is

enclosed herew ith Annexure II for your kind reference: .-"

The H indu Business line (English)

Surya (Regional Telugu)

13'" July, 2017

13'" July, 2017

Annexure I : AGM Notice

Annexure II : Newspaper Cutting of Notice

Hope you shall find the above in order & request you to take the same on your records.

Thanking you,

Yours faithfully,

For T7pers ltd.

--'

AKBaranwal

Whole T im e D irector & Compliance O fficer

[ncl.:

1.

2.

TCI Developers L td.

Corporate O ffice : TCI House, 69, Institutional A rea, Sedor-32, Gurgaon-122207, Haryana (India)

Ph. No.: +91 124-2381603, Fax.: +91 124-238161 I E-mail: contact@ tcidevelopers.com

Regd. O ffice :- Flat Nos. 306 & 307, 1-8-271 to 273, Third Floor, A shoka Bhoopal Chambers,S P Road, Secunderabad - 500 003 (Telangana)

Tel: +91 40 27840 I04 Fax: +91 40 27840163 W eb: www.tcidevelopers.com

ClN : L70 I02TG2008PLC059173

N O T I C E O F A N N U A L G E N E R A L M E E T I N G

NOTICE is hereby given that the 9t h

Annual General Meeting of the Company will be

held on Tuesday, 1" August. 2017 at 10.30 a.m. at Salon II & III, Basement 1, Park

Hyatt Hyderabad. Road No 2, Banjara Hills, Hyderabad - 500034, Telangana. to

transact the following businesses:

O r d i n a r y B u s i n e s s :

1. Toconsider and adopt the audited financial statement of the Company for

the financial year ended March 31, 2017 & the report of the Board of

Director's and Auditor's thereon.

2. To declare Dividend on Preference Shares for the Financial Year 2016-17,

jf any.

3. To appoint a Director in place of Mr. Chander Agarwal, who retires by

rotation and being eligible, offers himself for fe-appointment.

4. To consider and appoint Mis Luharuka & Associates, in place of Mis M

Gandhi & Co., the retiring the Statutory Auditors, to hold office from the

conclusion of this Annual General Meeting until conclusion of the 14"

Annual General Meeting and to fix their remuneration.

To consider and, if thought fit, to pass, with or without

modification(s), the following resolution as an Ordinary

Resolution:

"RESOLVED THAT pursuant to the provisions of section 139 and other

applicable provisions, if any, of the Companies Act, 2013 and the Rules framed

thereunder, as amended from time to time, Mis Luharuka & Associates,

Chartered Accountants (Firm Registration No. 01882S), be and is hereby

appointed as Statutory Auditors of the Company in place of retiring auditors,

Mis. M Gandhi & Co.,Chartered Accountants, to hold office from the conclusion

of this Annual General Meeting (AGM)til! the conclusion of the 14'" AGM of the

Company to be held in the year 2022 (subject to ratification of their

appointment at every AGM), at such remuneration plus service tax, out-of-

pocket, travelling and living expenses,etc., as may be mutually agreed between

the Board of Directors of the Company and the Auditors.~

Special Business:

S. To consider and if thought fit, to pass with or without

modification(s) the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to provisions of Section 20 of the Companies Act,

2013 and other applicable provisions, if any, of the said Act and relevant rules

prescribed there under, whereby a document may be served on any member by

the company by sending it to him by post or by registered post or by speed post

or by courier or by delivering to his office or address, or by such electronic or

other mode as may be prescribed, the consent of the company be and is hereby

accorded to charge from the member the fee in advance equivalent to the

estimated actual expenses of delivery of the documents, pursuant to any

request made by the shareholder for delivery of such document to him,

through a particular mode of services mentioned above provided such request

along with requisite fee has been duly received by the company at least one

week in advance of the dispatch of document by the company and that no such

request shall be entertained by the company post the dispatch of such

document by the company to the shareholder.

RESOLVEDFURTHER THAT for the purpose of giving effect to this resolution,

directors or key managerial personnel of the Company be and are hereby

severally authorized to do all acts, deeds, matters and things as they may, in

their absolute discretion, deem necessary, proper or desirable and to settle any

question, difficulty, doubt that may arise in respect of the matter aforesaid

and further to do all acts, deeds matters and things as may be necessary,

proper or desirable or expedient to give eFfect to the above resolution.~

Place: Gurugram By Order of the Board

Date: May 16, 2017 ForTCI Developers limited

Rupesh Kumar

Company Secretary & Compliance Officer

NOTES:

, . A MEMBERENTITLEDTOATTENDAND VOTEAT THEMEETINGIS ENTITLED

TO APPOINT A PROXYTO ATTENDAND VOTE,ON A POLL, iNSTEAD OF

HIMSELFAND THE PROXYNEED NOT BE A MEMBEROF THE COMPANY.

PROXYFORM, IN ORDERTO BE EFFECTIVE,MUST BE RECEIVEDAT THE

REGISTEREDOFFICEOFTHECOMPANYNOTLESSTHAN 48 HOURSBEFORE

THETIME FIXEDFORTHEMEETING.A PROXYFORMIS ENCLOSEDFORTHIS

PURPOSE.

2. A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT

EXCEEDING50 AND HOLDINGIN AGGREGATENOTMORETHAN 10% OFTHE

TOTALSHARE CAPITALOF THE COMPANYCARRYINGVOTINGRIGHTS.A

MEMBER HOLDINGMORETHAN 10% OF THE TOTALSHARECAPITALMAY

APPOINTA SINGLEPERSONAS PROXYAND SUCHPERSONSHALLNOTACT

AS A PROXYFORANYOTHERPERSONORSHAREHOLDER.

3. An Explanatory Statement pursuant to the provisions of Section 102(1) of

the Companies Act, 2013 is annexed to and forms part of this Notice.

4. Corporate Members intending to send their authorized representatives to

attend the meeting are requested to send a certified copy of Board

Resolution authorizing their repres~ntatives to attend and vote on their

behalf at the meeting.

5. In terms of the SEBI (listing Obligation and Disclosure Requirements)

Regulations, 2015, additional information on directors recommended for

appointment/re-appointment at the Amiual General Meeting and

directors liable to retire by rotation and seeking re-election is contained in

the Statement annexed to Notice.

6. Register of members and share transfer books of the Company will

remain closed from 27t h

July, 2017 to 1" August, 2017 (both days

inclusive). The book closure dates have been fixed in consultation with the

Stock Exchanges.

7. Members who are holding shares in physical form are requested ~o notify

the change in their respective addresses or Bank details to the Company

and always quote their Folio Numbers in all cOrrE!spondencewith the

Company. Those holding shares in electronic form are requested to notify

any change in addresses or Bank details to their respective Depository

Participants.

8. Members who are still holding shares in physical form are advised to

dematerialize their shareholding to avail of the benefits of

dematerialization.

9. Non-resident Indian members are requested to inform Company on:

a. the change in the residential status on return to India for permanent

settlement, and

b. the particulars of the bank accounts maintained in India with

complete name of Bank, branch, account type, account number and

address of the bank, if not furnished earlier.

10. The Securities and Exchange Board of India has mandated the submission

of Perman~nt Account Number (PAN) for securities market transactions

and off market/private transactions involving transfer of shares of listed

companies in physical form. Therefore, it shall be mandatory for the

transferee{s) to furnish a copy of the PAN card to Mis. Karvy

Computershare Pvt Ltd for registration of such transfers.

Members/Investors are therefore requested to make note of the same and

submit their PAN card copy to Mis. KarvyComputershares Pvt Ltd.

11. Pursuant to Section 72 of the Companies Act, 2013, individual

shareholders holding shares in the Company singly or jointly, may

nominate an individual to whom all the rights in the Shares in the

Company shall vest in the event of death of the sole/all joint shareholders.

12. The members are requested to address all their communications to Karvy

Computershare Pvt Ltd., KarvySelenium Tower B, Plot Number 31 and 32,

Financial Discrict, Gachibowli, Hyderabad-S00032, the common agency to

handle electronic connectivity and the shares in physical mode or at the

Corporate Office of the Company for prompt redressal.

13. Voting through electronic means:

I. Pursuant to the provisions of Section 108 and other applicable

provisions, if any, of the Companies Act, 2013 and SEBI (listing

Obligation & Disclosure Requirements) Regulations, 20,5, the

Company is pleased to provide to its members facility to exercise

their right to vote on resolutions proposed to be passed in the

Meeting by electronic means. The members may cast their votes

using an electronic voting system from a place other than the venue

of the Meeting ('remote e-voting')

II. The members who have cast their vote by remote e-voting may also

attend the Meeting but shall not be entitled to cast their vote again.

III. The Company has engaged the services of Karvy Computershare

Private limited ("Karvy") as the Agency to provide e-voting facility.

~~~~~~~~~~~~~~~~G~E~liIiiF_C_O_?'l 0 1

, J

/ " e y . . - . ' C - . ~V' •..•-.J. )

IV. The Board of Directors of the Company has appointed Mr. V K Bajaj. a

Practicing Company Secretary (CP No.: 5827) as Scrutinizer to scrutinize

the remote e-voting process in a fair and transparent manner and he has

communicated his willingness to be appointed and will be available for

same purpose.

V. Voting rights shall be reckoned on the paid- up value of shares registered

in the name of the member/ beneficial owner (In case of electronic

shareholding) as on the cut-off date i.e. Wednesday.26'" July. 2017.

VI. 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, i.e 26'" July. 2017 only, shall be entitled to avail the facility of

remote e-voting.

VII. Any pe'rson who becomes a member of the Company after dispatch of the

Notice of the Meeting and holding shares as on the cut-off date i.e. 26"

July, 2017, may obtain the User ID and password in the manner as

mentioned below:

(a) If the mobile number of the member is registered against Folio No. /

DP ID Client 10,the member may send SMS:

MYEPWo E-Voting Event Number+ Folio No. or OP 10 Client ID to 1-

800- 3454-001

Example for NSoL:

MYEPWo<space> In1234S6123456 78

Example for CoSL:

MYEPWo<space> 140234S612345678

Example for Physical:

MYEPWo<space> XXXX1234567890

(b) If e-mail address or mobile number of the member is registered

against Folio NoJoP 10 Client 10, then on the home page of

https:l/evoting.karvy.com • the member may click "Forgot Password"

and enter Folio No. or OP10Client 10and PANto generate a password.

(c) Member may cal( Karvy's toU free number 1-800-3454-001,

(d) Members may send an e-mail requesttoevoting@karvy.com. -

VIII. If the member is already registered with Karvy e-voting platform then he

can use his existing User 10 and password for casting the vote through

remote e-voting.

The remote e-voting facility will be available during the following period:

Commencement of remote e-voting: From 10.00 a.m. (1ST)on Saturday,

29 tb July, 2017. -

End of remote e-voting: Upto 5.00 p,m. (1ST)on Monday, 31" July, 2017.

The remote e-voting will not be allowed beyond the aforesaid date and

time and the e-voting module shall be disabled by Karvy upon expiry of

aforesaid period.

IX. The Scrutinizer, after scrutinizing the votes cast at the meeting and

through remote e-voting, will make a consolidated scrutinizer's report and

submit the same to the Chairman. The results declared along with the

consolidated scrutinizer's report shall be placed on the website of the

Company www.tcideveloDers.com and on the website of Karvy

https://evoting.karvy.com. The results shall simultaneously be

communicated to the Stock Exchanges.

X. Subject to receipt of requisite number of votes. the Resolutions shall be

deemed to be passed on the date of the Meeting, i.e. 1" August. 2017.

XI. Instructions and other information relating to remote e-voting:

A. Shareholders of the Company holding shares either in physical form

or in dematerialized form, as on the record date, may cast their vote

electronically.

a} Launch internet browser by typing the URL:

https:l /evoting.karvy.com.

b) Enter the login credentials (i.e. User 10and password) which will

be sent separately. The E-Voting Event Number. Folio No. or OP

10 Client lD will be your User 10. However, if you are already

registered with Karvy for e-voting, you can use your existing

User 10 and password for casting your vote. !f required, please

visit httpsJ/evoting.karvv.com or contact toll Free number 1-

800- 3454-001 for your existing password.

c) After entering these details appropriately, click on "LOGIN".

d} You will now reach password change Menu wherein you are

required to mandatorily change your password. The new

password shall comprise minimum 8 characters with at [east

one upper case (A-Z), one lower case (a- z), one numeric (0-9)

and a special character (@,#,$,etc.). The system will prompt you

to change your password and update your contact details like

mobile number, email address, etc. on first login. You may also

enter a secret question and answer of your choice to retrieve

your password in case you forget it. It is strongly recommended

that you do not share your password with any other person and

that you take utmost care to keepyour password confidential.

e} You need to login again with the new credentials.

f) On successFullogin. the system will prompt you to select the E-

Voting Event Number for TCIDevelopers limited.

g) On the voting page enter the number of shares (which

represents the number of votes) as on the cut-off date under

"FOR! AGAINST" or alternatively, you may partially enter any

number in ~FDR" and partially in "AGAINST" but the total

number in "FORI AGAINST' taken together should not exceed

your total shareholding as on the cut- off date. You may also

choose the option "ABSTAIN" and the shares held will not be

counted under either head.

h) Members holding shares under multiple folios I demat accounts

shall choose the voting process separately for each of the folios!

demat accounts.

i) Voting has to be done for each item of the Notice separately. In

case'you do not desire to cast your vote on any specific item it

will be treated as abstained.

j. You may then cast your vote by selecting an appropriate option

and click on "Submit~.

k} A confirmation box will be displayed. Click .OK" to confirm else

~CANCEL"to modify. Onceyou conFirm, you will not be allowed to

modify your vote, During the voting period, members can login

any number of times till they have voted on the Resolution(s}.

I) Corporate / Institutional Members (i.e. other than Individuals.

HUF, NRI, etc.) are also required to send scanned certified true

copy (PDF Format) of the Board Resolution / Power of Attorney/

Authority Letter, etc.. together with attested specimen

signature(s) of the duly authorized representative(s), to the

Scrutinizer at e-mailID: scrutinizer tdl@vkbajajassociates.com.

They may also upload the same in the e-voting module in their

login. The scanned image of the above mentioned documents

should be in the naming format "Corporate Name_EVENT NO.

B. In case a member receives physical copy of the Notice by Post [for

members whose e-mail addresses are not registered with the

Company! Depository Participant(s}]:

a} User 10 and initial password - These will be provided at the

bottom of the Attendance Slip Forthe AGM.

b) Please follow all steps from Sr. No. (a) To (I) as mentioned in (A)

above. to cast your vote.

14. Once the vote on a resolution is cast by a member, the member shall not be

allowed to change it subsequently or cast the vote again.

15. In case of any query pertaining to e-voting. please visit Help & FAQ's

section available at Karvy's website https./Ievoting.karvy.com. The

scrutinizer shalt, immediately after the conclusion of voting at the Annual

General Meeting, first count the votes cast at the meeting. thereafter

unblock the votes cast through remote e-voting in the presence of at least

two (2) witnesses not in the employment of the Company and make not

later than 48 hours of conclusion of the meeting a consolidated

scrutinizer's report of the total votes cast in favor or against, if any, to the

Chairman or a person authorized by him in writing who shall countersign

the same.

The results declared along with the report of the scrutinizer shall be placed

on the website of the Company www.tcidevelopers.com and on

https:l/evoting.karvv.com. The Company shall simultaneously forward the

results to the stock exchanges where the shares are listed.

02 -------------------------------------

•

Brief profile of D irector seeking Appointment!Re-appointment as required under SEel (L isting Obligation & Disclosure Requirements) Regulations, 201 S:

Particulars M r. Chander Ae:arwal

Ag. 38

Qualifications B .Sc in Business Adm inistration, B ryant College, Sm ithfield, R !

Expertise in specific Functional A rea D iligent in nature, handled various finance and management roles, and experience w ith transfreight USA ,a

3PL specialization in 'lean !ofistics' for Toyota Motor Vehicles, USA and has unmatched know ledge of supply

chain M anagement. PI refer Company's website www.tcidevelopers.com fordetailedprofile.

Term s & Conditions of appointment!re-appointment As per existing term s and conditions

Remuneration last drawn (including sitting fee), if any -

Remuneration proposed to be paid -

Date of first appointment on the Board 14 May, 2008

D irectorship held in other Companies 1. Transport Corporation of India Ltd.

2. TCI Express Ltd.

3. TCllnfrastructure Ltd.

4. G loxinia Farm s Pvt. L td.

5. TCI Apex-Pal Hospitality India Pvt. L td.

6. TCllnstitute of Logistics

7. Express Industry Council of India

M emberships/Chairmanships of comm ittees of 1. Transport Corporation of India ltd.

other companies

~ TC I E:;:e/opersTel Developers Lim ited

(IN ~ L 70102T G 2008P lC 059173

R egd . O ffic e : 3 06 & 307 , 1 -8 -271 to 273 , 3 rd F loo r, A shok a B hoopa l C ham bers , S .P . R oad , S ecund e rab ad - 500003

C o rpo ra te O ffic e : T e l H ou se , 6 9 In s titu tio n a l A rea , S ec to r-3 2 , G u rug ram -122 001 , H a ry an a

Web: www.tcidevelopers.com E-Mail:secretaria l@ tcidevelopers.comTel.:+911242381603 - 07

f he reby reco rd m y p re sen ce a t th e 9 '" A nnua l G ene ra l M ee tin g o f th e C om pany a t S a lo n II & III , B asem en t 1 , P a rk H ya tt H yde rab ad , R oad

N O .2 , B an ja ra H ills , H yde rab ad - 500034 , T e lang an a on T uesd ay , 1 " A ugu s t, 2 017 a t 1 0 .3 0 a .m .

Member's Folio /DP IO -C lient 10 Member's/P roxy's Name in B lock le tte rs M em her 's !P roxy 's S ig n a tu re

Note 111. P leasefill the Folio / DP ID -C lient 10 , Name & sign th is A ttendance S lip and hand it over at the ENTRANCEDFTHEHALL. ' I2. P leaseread the instructions given at Note No. 13 of the Notice of the 9 t1 1 Annual Genera l Meeting carefu lly before voting electronica lly. ~ ,

3. No gifts w ill be distributed at the AGM II,

--------X --------------------x - ------------------------------------X ---------------x - ----r~-t'

--------X~-------------------x-------------------------------------X----------------~-------

" t' TC I E:;:e/opers

Name of the Member(s): Registered Address:

Folio No'/C lient ID : ,

D P ID EmaillD ,

I/W e, being the member(s) ofTC I Developers Lim ited hold ing shares of the Company, hereby appoint:

1 . Name: ..

E -mailld :.

2 . Name:.

.......................... Address:.

, ... , .." .... " ..... Address: ..

... .s ignature ... ." .." or fa iling him :

E-mailld : .

3 . Name: ..

E -mailld : ..

.... " , Address: ..

. ,..S ignatu re or fa iling him :

. S ignature .

as my/our proxy to attend and vote, (on a poll) for me/us and on my/our behalf a t the 9" Annual Genera l Meeting of the Company, to be held on

Tuesday, 1~ August, 2017 at 10.30 a.m . at Salon II & III, Basement 1, Park Hyatt Hyderabad, Road No 2, Banjara H ills, Hyderabad - 500034,

Telangana and at any adjournment thereof in respectof such resolutions and in such manner as are indicated below :

'.

S ccu n d e ra b ad

R a ilw ay S ta tio n

Jv b li B u s S ta n d

R o u te m a p to

A G M V e n u e

A m tlc r P rH

• A s h o k a

M e tro p o lita n M a ll

M a h a v e e r

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,f 'ly o v e r

P a r ija g u tti

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i R eso lu tio nD e sc r ip tio n F o , A g a in s t,

N o .

1 T o c o n s id e r a n d a d o p t th e a u d ite d fin a n c ia l s ta te m e n t o f th e C o m p a n y fo r th e fin a n c ia l y e a r e n d e d

M a rc h 3 1 , 2 0 1 7 & th e re p o rt o f th e B o a rd o f D ire c to r 's a n d A u d ito r 's th e re o n .

2 T o d e c la re D iv id e n d o n P re fe re n c e S h a re s fo r th e F in a n c ia l Y e a r 2 0 1 6 -1 7 , if a n y ,

3 T o a p p o in t a D ire c to r in p la c e o f M r. C h a n d e r A g a rw a l, w h o re tire s b y ro ta tio n a n d b e in g e lig ib le ,

o ffe rs h im s e lf fo r re -a p p o in tm e n t.~ - - - - - - -- - -- - '- - - - - - - ." '_ ._ - .._ - ......- .......... - _ ..... _ ...... _ _ .... _ .• ...... _ .• ... _ _ ...... _ -_ .._ ._ .._ ... _ .• ...... _ .......• - ....... _ -_ .- - ... - - - - - - - .._ ._ -- - - - - - - - - - -- - - - - - - - - .._ --- - - - - - - -

4 T o c o n s id e [ a n d a p p o in t M is L u h a ru k a & A s s o c ia te s , in p la c e o f M is M G a n d h i & C o ., th e re tir in g th e

S ta tu to ry A u d ito rs , to h o ld o ffic e fro m th e c o n c lu s io n o f th is A n n u a l G e n e ra l M e e tin g u n til c o n c lu s io n

o f th e 1 4 '" A n n u a l G e n e ra l M e e tin g a n d to fix th e ir re m u n e ra tio n . T o 'c o n s id e r a n d a p p o in t M is

L u h a ru k a & A s s o c ia te s , in p la c e o f Mis M G a n d h i & C o ., th e re tir in g th e S ta tu to ry A u d ito rs , to h o ld

o ffic e fro m th e c o n c lu s io n o f th is A n n u a l G e n e ra l M e e tin g u n til c o n c lu s io n o f th e 1 4 '" A n n u a l

G e n e ra l M e e tin g a n d to fix th e ir re m u n e ra tio n .

.._ .• ... _ ._ ...• . _ ...• .• .• .... _ .......• .• ... _ .• .•_ .• ._ .• ... _ .• .•_ ._ .• ..._ . ...•- .... ........ _ ... - ...... _ _ ....... _ . .• ._ .._ .• ... - _ • .• ._ _ .. ...... _ .....• . ..• ._ ....• .• . _ ._ _ ..._ _ .

5 T o a p p ro v e fe e to b e c h a rg e d fro m s h a re h o ld e rs fo rs e rv ic e o f d o c u m e n ts in a p a rtic u la r m o d e

S ig n e d th is . • . D a y o f 2 0 1 7 S ig n a tu re o f s h a re h o ld e r: S ig n a tu re o f P ro x y h o ld e rs (s ):

A ffix

R e v e n u e

S ta m p

N o te s :

P le a s e p u t a 'X ' in th e B o x in th e a p p ro p ria te c o lu m n a g a in s t th e re s p e c tiv e re s o lu tio n s I f y o u le a v e th e 'F o r ' o r 'A g a in s t' c o lu m n b la n k a g a in s t a n y o r a ll

th e re s o lu tio n s , y o u r P ro x y w ill b e e n tit le d to v o te in th e m a n n e r a s hel s h e th in k s a p p ro p ria te .

A P ro x y n e e d n o t b e a M e m b e r o f th e C o m p a n y . P u rs u a n t to th e p ro v is io n s o f S e c tio n 1 0 5 o f th e C o m p a n ie s A c t, 2 0 1 3 , a p e rs o n c a n a c t a s p ro x y o n

b e h a lf o f n o t m o re th a n fifty (5 0 ) M e m b e rs a n d h o ld in g in a g g re g a te n o t m o re th a n 1 0 % o f th e to ta l S h a re C a p ita l o f th e C o m p a n y . M e m b e rs h o ld in g

m o re th a n lO % o fth e to ta l S h a re C a p ita l o fth e C o m p a n y m a y a p p o in t a s in g le p e rs o n a s p ro x y , w h o s h a ll n o t a c t a s p ro x y fo r a n y o th e r M e m b e r.

T h is fo rm o f p ro x y in o rd e r to b e e ffe c tiv e s h o u ld b e d u ly c o m p le te d a n d d e p o s ite d a t th e R e g is te re d O ffic e o f th e C o m p a n y a t F la t N o s . 3 0 6 & 3 0 7 , 1 -8 -

2 7 3 3 rd F lo o r, A s h o k a B h o o p a l C h a m b e rs , S P R o a d , S e c u n d e ra b a d - 5 0 0 0 0 3 n o t la te r th a n 4 8 H o u rs b e fo re th e c o m m e n c e m e n t o f th e a fo re s a id

M e e tin g .