Suprajit Engineering : SEL Postal Ballot March 31, 2023

Registered Office: No. 100 & 101, Bommasandra Industrial Area

Bengaluru- 560 099

CIN: L29199KA1985PLC006934, Telephone [phone], Fax [phone]

Email:[e-mail] Website: www.suprajit.com

POSTAL BALLOT NOTICE

Pursuant to the provisions of Section 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014

Dear Members

Notice is hereby given that pursuant to the provisions of Section 110 of the Companies Act, 2013 (the "Act") read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, various circulars issued by the Ministry of Corporate Affairs (MCA) namely, Circular No. 19/2021 dated December 8, 2021 read with Circular No. 14/2020 dated April 8, 2020, Circular No. 17/2020 dated April 13, 2020 and Circular No. 20/2020 dated May 5, 2020, Circular No. 02/2021 dated January 13, 2021, Circular No. 03/2022 dated May 5, 2022 and General Circular No. 11/2022 dated December 28, 2022 (collectively referred to as "MCA Circulars") and Regulation 44 of SEBI Listing Regulations and other applicable provisions of the Act (including any statutory modification(s) and/or re-enactment thereof for the time being in force), to the Equity Shareholders ("the Shareholders") of Suprajit Engineering Limited ("the Company"), to consider and if thought fit, to pass the Resolution Exhibited herein below by way of Postal Ballot/e-voting.

Explanatory Statement pursuant to Section 102 of the Act, pertaining to the said Resolution, setting out the material facts concerning the item and the reasons thereof are annexed hereto for your consideration.

The Company has proposed the appointment of Mr. Bhagya Chandra Rao (DIN - 00211127) as Non-Executive and Independent Director of the Company for a term of 5 years. Based on the recommendation of the Nomination and Remuneration Committee and considering his educational background, skills, experience, and knowledge, the Board has approved and recommended the appointment of the above Director as an Independent Director of the Company for the period up to March 31, 2028 with effect from April 1, 2023.

Pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("LODR Regulations"), the approval of shareholders by way of Special Resolution is required for the appointment of Independent Director.

The Company is therefore seeking your consent for the said appointments as contained in the Special Resolution appended below.

In compliance with Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and pursuant to the provisions of Section 108 of the Act read with the Companies (Management and Administration) Rules, 2014, the Company has also extended e-voting facility for its Members. For this purpose, the Company has made an arrangement with Central Depository Services (India) Limited (CDSL) for facilitating e-voting, as an alternate for the Members to enable them to cast their votes electronically.

In accordance with the MCA Circulars, members can vote only through the remote e-voting process. Accordingly, the Company is pleased to provide remote e-voting facility to all its members to cast their votes electronically. Members are requested to read the instructions under the section 'INSTRUCTIONS FOR E-VOTING' in this Postal Ballot Notice so as to cast their vote electronically not later than 5:00 p.m. IST on Wednesday, May 3, 2023, (the last day to cast vote electronically) to be eligible for being considered.

The Board has appointed Mr. Parameshwar G. Bhat, Practicing Company Secretary, as the Scrutinizer ("Scrutinizer") for conducting the Postal Ballot / e-voting process in a fair and transparent manner.

The Resolutions along with the Explanatory Statement setting out the material facts is as follows:

SPECIAL BUSINESS:

1. APPOINTMENT OF MR. BHAGYA CHANDRA RAO (DIN: 00211127) AS AN NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY:

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

"RESOLVED THAT pursuant to the provisions of Section 161 and other applicable provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Bhagya Chandra Rao (DIN: 00211127), who was appointed as an Additional Director of the Company by the Board of Directors to be effective from April 1, 2023 and who holds office upto the time period of three months from the date of his appointment by the Board or the date of the next General Meeting, whichever is earlier, be and is hereby appointed as a Director of the Company.

RESOLVED FURTHER THAT pursuant to the provisions of Sections 149, 150, and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modifications or re-enactments thereof for the time being in force) and as per the recommendations of the Nomination and Remuneration Committee and the Board, Mr. Bhagya Chandra Rao (DIN: 00211127), who has submitted a declaration that he meets thecriteria of Independence as provided in Section 149(6) of the Act, and is eligible for appointment as an Independent Director, be and is hereby appointed as an Independent Director of the Company to hold office for the first term of 5 consecutive years up to March 31, 2028 with effect from April 1, 2023 and that his office shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company and / or Mr. Medappa Gowda J., Chief Financial Officer & Company Secretary, be and are hereby severally authorized to do such acts, deeds, things as may be required to give effect to the above said Resolution and to take necessary steps to file necessary returns with the Registrar of Companies and comply with other formalities, if any as may be required pursuant to the provisions of Companies Act, 2013 or such other Regulations."

By the order of the Board For Suprajit Engineering Limited

Medappa Gowda J

Company Secretary Membership No. FCS - 4111

Date

: March 31, 2023

Place : Bengaluru

Notes:

• 1. Pursuant to Section 102 of the Companies Act, 2013, an Explanatory Statement setting out material facts and reasons for the proposed Resolution is appended hereto.

• 2. In accordance with the MCA Circulars, this Postal Ballot Notice is being sent only by electronic mode to those Members of the Company, whose names appear on the Register of Members/list of Beneficial Owners, as received from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) on Friday, March 24, 2023 (the cut-off date). Physical copies of the postal ballot notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to members for this Postal Ballot.

• 3. Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members / List of Beneficial Owners as on the Cut-Off Date will only be considered eligible for the purpose of e-voting. A person who becomes a member after the Cut-Off Date should treat this notice for information purpose only.

• 4. Resolutions passed by the Members through Postal Ballot are deemed to have been passed as if they have been passed at a General Meeting of the Members.

• 5. In compliance with the provisions of Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, various circulars issued by the MCA from time to time and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide e-voting facility to its Members to enable them to cast their votes electronically. The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide e-voting facility to its Members. The Members may refer 'INSTRUCTIONS FOR E-VOTING' section of this notice for more details.

• 6. The e-voting shall commence on Tuesday, April 4, 2023 at 9.00 AM IST and ends on Wednesday, May 3, 2023 at 5.00 PM IST.

• 7. A Member cannot exercise his/her vote by proxy on Postal Ballot (e-voting).

• 8. The Board of Directors of the Company ("the Board") has appointed Mr. Parameshwar G. Bhat, Practising Company Secretary as the 'Scrutinizer' for conducting the Postal Ballot voting process in accordance with the law and in a fair and transparent manner ("the Scrutinizer").

• 9. The Scrutinizer will submit his report to Chairman of the Company or in his absence to any other designated Director or the Company Secretary after completion of scrutiny of Postal Ballot, but not later than 48 (Forty Eight) hours from the last date of e-voting.

• 10. The results of voting by Postal Ballot will be announced on or before May 5, 2023 at the Registered Office of the Company. Additionally, the result will be posted on Company's website atwww.suprajit.com and will be communicated to BSE Limited and National Stock Exchange of India Limited (NSE) simultaneously.

• 11. The last date specified by the Company for receipt of e-voting shall be the date on which the Resolution would be deemed to have been passed, if approved by the requisite majority.

By the order of the Board For Suprajit Engineering Limited

Medappa Gowda J

Company Secretary Membership No. FCS - 4111

Date : March 31, 2023

Place : Bengaluru

EXPLANATORY STATEMENT

(Pursuant to Section 102 of the Companies Act, 2013)

ITEM NO. 1:

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on February 13, 2023, appointed Mr. Bhagya Chandra Rao as an Additional Director in the category of Independent Director of the Company, subject to approval of the Shareholders with effect from April 1, 2023.

Mr. Bhagya Chandra Rao has a Bachelor's Degree in Mechanical Engineering from Mysore University. He has deep domain expertise and understanding of business transformation, strategy, sales & marketing, supply chain, enterprise resource planning, manufacturing and technology management. He has a very good understanding of the functioning of the Board and sub-committee meetings (NRC, Risk, CSR, Stakeholder, Audit etc.) as per the Companies Act as well as the SEBI guidelines.

Mr. Bhagya Chandra Rao is the Member of Corporate Social Responsibility Committee of the Company. He does not hold any shares in the Company and is not related to any other Director of the Company.

In terms of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Bhagya Chandra Rao, being eligible, offers himself for appointment as an Independent Director of the Company, for a term of five consecutive years from April 1, 2023 to March 31, 2028.

Details of Mr. Bhagya Chandra Rao in pursuance of the provisions of the SEBI (LODR) Regulations, 2015 have been exhibited in Annexure A to this Notice.

The Company has received necessary consent and disclosures as per the requirement of the Companies Act, 2013 and Rules made there under for such appointment and also declaration to the effect that they meet the criteria of independence as provided in sub section (6) of Section 149 of the Companies Act, 2013.

Except Mr. Bhagya Chandra Rao, none of the other Directors, Key Managerial Personnel or his relatives is interested or concerned financially or otherwise in the said Resolution.