HINDUJA TECH LIMITED Corporate Identity Number: U72400TN2009PLC072067

E-mail: info@hindujatech.com; website: www.hindujatech.com Regd. Office: SKCL-Triton Square, C3-C7 TVK Industrial Estate, Guindy, Chennai - 600 032.

(Landmark: Near ITC Grand Chola) Tel: + 91 44 6669 1000 Fax: +91 44 6669 1330

NOTICE TO SHAREHOLDERS

NOTICE is hereby given that the 10th Annual General Meeting (AGM) of Hinduja Tech Limited will

be held on Monday, July 29, 2019 at 10.30 am at No 1, Sardar Patel Road, Guindy, Chennai: 600

032 to transact the following businesses at shorter notice:

ORDINARY BUSINESS:

1. To receive, consider and adopt:

a. the Audited Standalone Financial Statements of the Company for the financial year

ended March 31, 2019, together with the Reports of the Board of Directors and

Auditor thereon.

b. the Audited Consolidated Financial Statements of the Company for the financial year

ended March 31, 2019 together with Reports of Auditors thereon.

2. To appoint a Director in the place of Mr. Venkatesh Natarajan (DIN: 07471917) and Mr.

Sridharan Kesavan (DIN: 00051976), Non-Executive Directors, who retires by rotation in terms

of Article 143 of the Articles of Association of the Company and who, being eligible, offers

themselves for re-appointment.

3. To appoint Auditor and fix their remuneration and in this regard, to consider and if thought

fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED that pursuant to the provisions of Section 139, 142 and other applicable

provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Audit and

Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the

time being in force), M/s. Walker Chandiok & Co LLP (Registration No.001076N/N500013),

Chennai, be and are hereby appointed as the Statutory Auditor of the Company in place of

the retiring Auditors M/s. M.S Krishnaswami & Rajan, Chartered Accountants (Registration

No. 01554S), to hold office for a term of five consecutive financial years, from the conclusion

of this Tenth Annual General Meeting of the Company till the conclusion of the Fifteenth

Annual General Meeting, on such remuneration plus goods and service tax as applicable and

reimbursement of out-of pocket expenses in connection with the audit as may be mutually

agreed upon by the Board of Directors and the Auditors.

SPECIAL BUSINESS:

4. Appointment of Mr. Sambathkumar Selvaraj (DIN:- 08189956) as a Director:

To consider and if thought fit, to pass with or without modifications, the following resolution

as an Ordinary Resolution:

RESOLVED that, pursuant to Section 152 and other applicable provisions of the Companies

Act, 2013 and the Rules made thereunder, Mr. Sambathkumar Selvaraj (DIN: 08189956), who

was appointed as an Additional Director of the Company by the Board of Directors with effect

from November 15, 2018 and who holds office until the date of the Annual General Meeting

in terms of Section 161 of the Companies Act, 2013 be and is hereby appointed as Director of

the Company and whose office shall not be liable to retire by rotation.

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ABOVE MEETING IS ENTITLED TO

APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE ON POLL INSTEAD OF HIMSELF

AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

2. PROXIES IN ORDER TO BE EFFECTIVE, MUST BE RECEIVED IN THE ENCLOSED PROXY FORM

AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE

COMMENCEMENT OF THE MEETING.

3. A person can act as proxy on behalf of members’ upto and not exceeding fifty and holding in

the aggregate not more than ten percent of the total share capital of the Company carrying

voting rights. Further, 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 proxy for any other person or member.

4. Corporate Members intending to send their authorised representatives to attend the AGM

are requested to send a duly certified copy of the Board Resolution, pursuant to Section 113

of the Companies Act, 2013, authorizing their representatives to attend and vote on their

behalf at the AGM. The documents are required to be sent to the Company Secretary at the

Registered Office of the Company.

5. The Register of Directors and Key Managerial Personnel and their shareholding, maintained

under Section 170 and Register of Contracts or Arrangements in which the directors are

interested, maintained under Section 189 of the Companies Act, 2013, will be available for

inspection by the members at the AGM.

6. Revenue Stamp should be affixed on the Proxy Form. Forms which are not stamped are liable

to be considered invalid. It is advisable that the Proxy holder’s signature may also be

furnished in the Proxy Form, for identification purposes.

7. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 is annexed

hereto.

8. Attendance Slip, Proxy Form and Route Map to the venue of the Meeting are provided at the

end of the Notice of the Annual General Meeting.

By order of the Board For Hinduja Tech Limited

Chennai July 22, 2019 Chief Financial Officer

Explanatory Statement pursuant to Section 102 of the Companies Act, 2013

Item No: 4

The Nomination and Remuneration Committee at its meeting held on November 15, 2018

recommended the appointment of Mr. Sambathkumar Selvaraj, as an Additional Director.

Accordingly, the Board of Directors of the Company at its meeting held on November 15, 2018

accorded its consent to the appointment of Mr. Sambathkumar Selvaraj as an Additional

Director subject to approval of Members at the ensuing Annual General Meeting. In the

opinion of the Board, Mr. Sambathkumar Selvaraj fulfil the conditions of appointment

specified the Companies Act, 2013 and rules made thereunder for the appointment as an

Additional Director of the Company.

Mr. Sambathkumar Selvaraj, aged 46 years is an Engineering graduate and has an MBA with

a specialization in Finance and Operations Research. He is currently working as a Chief

Financial Officer of Nissan Motors India and the joint venture company, Renault Nissan

Automotive India Limited. He has more than 24 years of experience, mostly in automotive

industry and briefly in Textile. He handled various aspects of financial management, auditing,

financial reporting, budgeting & MIS and investment decision making. He has held key roles

in Finance, Strategic planning and Internal Controls. He has joined Nissan in the year 2009 and

handled various portfolios. He was instrumental in setting up the Finance Function for Nissan

in India. Prior to joining Nissan, he has served in Visteon India, Coats plc and Pricol Ltd.

None of the Directors and Key Managerial Personnel (KMP) of the Company and their relative

is concerned or interested, financially or otherwise in this Resolution except Mr.

Sambathkumar Selvaraj being appointee.

By order of the Board For Hinduja Tech Limited

Chennai July 19, 2019 Chief Financial Officer

Details as required under Secretarial Standards

S.No Particulars Mr. Sambathkumar Selvaraj

1 Terms and conditions of appointment As may be decided by Board from to time.

2 Details of remuneration sought to be paid Nil

3 Details of remuneration last drawn Nil

4 Date of first appointment on the Board November 15, 2018

5 Shareholding in the Company Nil

6 Relationship with other Director/KMP Not Applicable

7 Number of Meetings attended during the year Attended Nomination and Remuneration Committee, Audit Committee and Board Meeting held on February 12, 2019

8 List of Directorship held in other Companies

Nil

9 Membership Chairmanship of committees of other Board

Member of Nomination and Remuneration and Audit Committee of Hinduja Tech Limited

10 Justification for choosing the appointees in case of Independent Director

Not Applicable

HINDUJA TECH LIMITED Corporate Identity Number:

U72400TN2009PLC072067

E-mail: info@hindujatech.com Website: www.hindujatech.com

Regd. Office: SKCL-Triton Square, C3-C7 TVK Industrial Estate, Guindy, Chennai - 600 032. Tel: + 91 44 6669 1000 Fax: +91 44 6669 1330

ATTENDANCE SLIP

Reg Folio No / DP ID & Client ID

No of Shares held

Name and Address of Shareholder

Name of the Joint Holder(s), if any

I/We hereby record my/our presence at the TENTH ANNUAL GENERAL MEETING of the Company at No 1, Sardar Patel Road, Guindy, Chennai 600 032 at 10.30 a.m. on Monday, July 29, 2019.

Name of Proxy (IN BLOCK

LETTERS)

Signature of Shareholder / Proxy

Present

Note:

1. A Member or Proxy holder needs to furnish duly signed Attendance Slip and hand it over at the entrance of the hall.

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]

HINDUJA TECH LIMITED

Corporate Identity Number: U72400TN2009PLC072067 E-mail: info@hindujatech.com Website: www.hindujatech.com

Regd. Office: SKCL-Triton Square, C3-C7 TVK Industrial Estate, Guindy, Chennai - 600 032. Tel: + 91 44 6669 1000 Fax: +91 44 6669 1330 10th ANNUAL GENERAL MEETING – JULY 29, 2019

Name of the Member(s):

Registered address:

E-mail Id: Folio No. / Client Id:

DP ID:

I/We, being the Member(s) of __________________ equity shares of Hinduja Tech Limited, hereby appoint

Name: Name: Name:

Address: Address: Address:

e-mail id: e-mail id: e-mail id:

Signature:

Or failing him/her

Signature:

Or failing him/her

Signature:

Or failing him/her

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 10th Annual General Meeting of the Company, to be held on July 29, 2019 at 10.30 a.m at No 1, Sardar Patel Road, Chennai 600 032 and at any adjournment thereof in respect of such resolutions as are indicated overleaf: Signed this………………………………….day of ……………………….., 2019

Affix

Revenue Stamp

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.

S.No Resolutions

ORDINARY BUSINESS

1 To receive, consider and adopt a. the Audited financial statements of the Company for the financial year ended March 31, 2019,

together with the Reports of the Board of Directors and Auditor thereon.

b. the Audited Consolidated financial statements of the Company for the financial year ended

March 31, 2019 and Reports of Auditor thereon.

2 To appoint a Director in the place of Mr. Venkatesh Natarajan (DIN: 07471917) and Mr. Sridharan Kesavan (DIN: 00051976)who retires by rotation in terms of Article 143 of the Articles of Association of the Company and who, being eligible, offers himself for re-appointment.

3 To appoint Messrs. Walker Chandiok & Co LLP (Registration No.001076N/N500013)as Statutory Auditors, to hold office from the conclusion of this Annual General Meeting until the conclusion of 15th Annual General Meeting.

SPECIAL BUSINESS

ORDINARY RESOLUTION

4 Appointment of Mr. Sambath Kumar Selvaraj (DIN: 08189956) as a Director

Map Route

Chennai Central Railway Station To

Ashok Leyland Limited

Map Route

Chennai International Airport To

Ashok Leyland Limited