Nishant Upadhyay

Format of Special Resolution for reappointment of Whole Time Director with remuneration

RE-APPOINTMENT OF [name of director] AS WHOLETIME DIRECTOR AND REVISION OF REMUNERATION

RESOLVED THAT pursuant to provisions of Section 196, 197 and Schedule V of the Companies Act, 2013 and other applicable provisions of Memorandum and Articles of Association of the Company consent of the members of the Company is be and hereby accorded to reappoint [Name of Director and DIN] as Whole Time Director of the Company from April 1, 2024 to March 31, 2027 and without change in remuneration payable to [Name of the Director] as Whole Time Director as Rs.75,000/- per month subject to deduction of tax, profession tax, provident fund.

RESOLVED FURTHER THAT the overall remuneration shall not exceed Rs.50 Lacs per annum including ex gratia and other bonus and entitlements for a period of upto March 31, 2027.

RESOLVED FURTHER THAT the Company has inadequate profits for the financial year ended March 31, 2023 and the overall remuneration payable to Directors is within the limits as prescribed by the Schedule V of the Companies Act, 2013.

RESOLVED FURTHER THAT Board of Directors is be and hereby authorized to take necessary steps to give effect to this resolution.”