Goldstone Technologies : Postal Ballot

Registered Office :

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GO LDSTO N [E

TECH

NOLOGI

PEOPLE

ES

PROCESS

TECHNOLOGY

Date: 15 April, 2022

The Secretary

National Stock Exchange of India Limited Exchange Plaza, Plot C/1, G-Block

Bandra - Kurla Complex

Bandra

(E), Mumba- i400 051

Scrip Code: GOLDTECH

The Secretary BSE Limited

Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001 Scrip Code: 531439

Sub: Postal Ballot Notice of Goldstone Technologies Limited

Dear Sir/Madam,

1" Floor, GNR's RV Insignia Building, Image Garden Road, Madhapur, Hyderabad, Telangana - 500 081. Phone : [phone]

URL :www.goldstonetech.com GSTIN : 36AAACG7478F1ZF

CIN : L72200TG1994PLC017211

E-mail Id :[e-mail]

With reference to the above captioned subject, please find enclosed a copy of the Postal Ballot Notice, along with the Statement pursuant to Section 102 of the Companies Act, 2013 ('Notice') of Goldstone Technologies Limited ('the Company'), which has been sent on Friday, 15th April, 2022 to those Members of the Company whose names appeared in the Register of Members / List of Beneficial Owners maintained by the Company/ Depositories respectively as at close of business hours on Friday 8th April, 2022 (the 'Cut-off date') seeking their approval on the following resolutions, being Special Resolution(s), through Postal Ballot:

SI. No.

Description of Special Resolution(s)

1.

Approval for Alteration of the main objects clause of the Memorandum Association of the Company.

2x

Approval for Adoption

of new set of Memorandum

Company as per the Companies Act, 2013.

of

of Association of the

3.

Approval for Adoption of new set of Articles of Association of the Company as

• per the Companies Act, 2013.

• 4. Approval to Goldstone Technologies Limited Employee Stock Option Plan 2022 (GTLESOP 2022).

5.

Approval to Change in designation of Mr. Pavan Chavali (DIN: 08432078) from Whole-Time Director of the Company to Managing Director of the Company for a term of 5 (five) years

6.

Approval to increase in remuneration of Mr. Pavan Chavali, Managing Director of the Company

GOLDSTONE

TECHNOLOGIES

PEOPLE

PROCESS

TECHNOLOGY

Circular No. 17/2020 dated 13" April 2020, General Circular No. 22/2020

In compliance with the General Circular No. 14/2020 dated 8" April 2020, the General

2020,

General Circular No. 33/2020 dated

39/2020 dated 31% December

2g!

September

2020, Circular No.

2020,

GeneralGeneral

10/2021 dated

dated 15" June

Circular

No.

General Circular No. 20/2021 dated ogth December, 2021 by the Ministry of

23 June 2021 and

issued

from time to time (including any statutory modification(s) or re-enactment thereof for the time being in force), this Notice is being sent only through electronic mode to those members whose e-mail addresses are registered with the Company/Depositories and whose

Corporate Affairs ('MCA Circulars') and other applicable laws and regulations, asnames are recorded in the Register of Members of the Company or

amended

Beneficial Owners maintained by the Depositories as on Friday, April 8, 2022 ('Cut-off

in the Register of

date'). Accordingly, physical copy of the Notice along with Postal Ballot Form business reply envelope is not being sent to the Members for this Postal Ballot.

and pre-paid

The Company has engaged the services of Central Depository Services (India)

('CDSL') to provide remote e-voting facility to its Members. The remote e-voting period

commences on Saturday, April 2022 at 5.00 p.m. (IST). The e-voting module shall be disabledLimited

16, 2022 from 9.00 a.m. (IST) and ends on Sunday, May 15,

rights of the Members shall be in proportion to the shares equity share capital of the Company as on Cut-off date. Please note that communication of assent or dissent of the Members would only take place through the remote e-voting system. The instructions for remote e-voting are provided in the Notice.

by CDSL thereafter. Voting held by them in the paid-up

Notice is available on the Company's website i.e.www.goldstonetech.com website of Stock

Exchanges

i.e.

BSE

Limited

and

the

National

Stock

Exchange

www.bseindia.com and www.nseindia.com respectively and on the Depository Services (India) Limited (CDSL) atwww.evotingindia.com.

of

Please note that the result of the Postal ballot will be declared on Monday, 16" Kindly take the aforementioned submissions on your records,

Yours faithfully,

Company

Secretary

Encl.: as above

India
website	of	Central
May,	2022.

at

Limited

GOLDSTONE TECHNOLOGIES LIMITED

[CIN: L72200TG1994PLC017211]

st

Regd. Office: 1 Floor, GNR's RV Insignia Building, Image Garden Road, Madhapur,

Hyderabad-500081, Rangareddi, Telangana, India

Websitewww.goldstonetech.com, E-Mail: [e-mail], Phone No. [phone]

POSTAL BALLOT NOTICE

NOTICE is hereby given that the resolutions set out below are proposed to be passed by the members of Goldstone Technologies Limited ("the Company") by means of ("Postal Ballot") only by way of remote e-voting process ("e-voting") pursuant to Section 110 read with Section 108 and other applicable provisions of the Companies Act, 2013, ('the Act'), read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification and/or re-enactment thereof for the time being in force as amended from time to time) ('the Rules') and other applicable provisions of the Act and the Rules, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), Secretarial Standards on General Meetings (SS 2) issued by the Institute of Companies Secretaries of India and other applicable laws, rules and regulations guidelines prescribed by to the extent applicable read with General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No.10/2021 dated June 23, 2021, General Circular No. 20/2021 dated December 08, 2021 issued by the Ministry of Corporate Affairs, Government of India ("MCA Circulars") (including any statutory modification or re-enactment thereof for the time being in force, and as amended from time to time), and pursuant to other applicable laws and regulations that the Special Resolution(s) , as appended below are proposed to be passed by the members through postal ballot, only by way of remote e-voting process ('e-voting').

Dear Member(s),

Accordingly, the proposed resolutions together with the explanatory statement setting out the material facts as required under section 102 of the Act, are annexed herewith for consideration of the members.

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. The Company has engaged the services of Central Depository Services (India) Limited (CDSL) for the purpose of providing remote e-voting facility to all its Shareholders and are requested to read the instructions in the Notes under the section "Instructions relating to e-voting" in this postal ballot notice ("Postal Ballot Notice") to cast their vote electronically. Members are requested to cast their vote through the e-voting process not later than 15th May, 2022 (5.00 pm) to be eligible for being considered, failing which it will be considered that no vote has been received.

In accordance with the provisions of the MCA Circulars, the Company has made arrangements for the shareholders to register their e-mail addresses. Therefore, those shareholders who have not yet registered their e-mail addresses are requested to register the same by following the procedure set out in the notes to this Postal Ballot Notice.

Hence, in compliance with the requirements of the MCA Circulars, hard copy of Postal Ballot Notice along with Postal Ballot Forms and pre-paid business reply envelope will not be sent to the members for this Postal Ballot and members are required to communicate their assent or dissent through the remote e-voting system only.

The Statement pursuant to Section 102(1) and other applicable provisions of the Companies

Act, 2013 read with the Rules thereunder, setting out all material facts relating to the resolution mentioned in this Postal Ballot Notice is annexed hereto.

The Board of Directors of the Company in their meeting held on 11th February, 2022 has appointed Mr. Prathap Satla, Company Secretary in Practice as the Scrutinizer pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014, for conducting the postal ballot /e-voting process in a fair and transparent manner. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.

The Scrutinizer will submit his report, after the completion of scrutiny, to the Board of Directors of the Company or to any officer authorized by the Board. The results shall be declared on or before 16th May, 2022 and will be displayed on the Company's websitewww.goldstonetech.comand will also be communicated to the Stock Exchanges and also results will be placed on the website of Central Depository Services (India) Limited (www.evotingindia.com). The resolutions, if passed by the requisite majority, shall be

deemed to have been passed on

15th

May,2022 i.e., the last date specified for receipt of votes through the e-voting process.

SPECIAL BUSINESS

ITEM NO. 1. ALTERATION OF THE MAIN OBJECTS CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY.

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 13 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 including any statutory modification(s) or re-enactment thereof, for the time being in force subject to such other approvals as may be necessary if any, from the any other competent authorities, consent of the members of the Company be and is hereby accorded that the Main Object clause of the Memorandum of Association of the Company be altered and amended as follows:

A.

Clause III(A) of the Objects clause of the Memorandum of Association of the Company be titled as 'THE OBJECTS TO BE PURSUED BY THE COMPANY ON ITS INCORPORATION'.

B. The existing Main Objects of Clause III (A)

be altered by replacing the same with the following new Clause III(A) as under:Clause III (A)1. To carry on the business of information technology, set up Software Development

Centre(s) for undertaking Onsite and Offshore consulting services, system integration, provide total solutions, focus on products, ideas and solutions in emerging niche market segments like shrink wrapped software for office automation and internet tools, value added products for own use or its customers or other users. To provide IT enabled solutions in India and abroad to implement internet technologies with web based applications for e-commerce, e-business, e-trade, multimedia, call center services and networking worldwide, to undertake and execute feasibility studies for computerization, setting up of all kinds of computer systems and digital/electronic equipment, to design and develop such systems and application software for or on behalf of manufacturers, owners and users of computer systems and digital/electronic equipment in India or elsewhere in the world and to set up and run electronic data processing centers and to carry on the business of data processing, word processing, software consultancy, system studies, management consultancy, techno-economic feasibility studies of projects, design and development of management information systems, share/debenture

issue management and/or registration and share/debenture transfer agency, to conduct, sponsor or otherwise participate in training programmes, courses, seminars and conferences in respect of any of the objects of the company and for spreading or importing the knowledge and use of computers and computer programming languages including the publication of books, journals, bulletins, study/course materials, circulars and newsletters and to do all other acts and things as may be required or incidental for attaining the above objects.

Clause III(A) 2. To design, develop, install, provide, supply, deal, franchise, biometric software, biometric hardware, all types of security systems, support systems, surveillance systems, and software, equipment, design, develop, process manufacture, assemble, import, purchase, export trade and to establish and run data processing / computer centers and to offer consultancy and data processing and other computer related services that are normally offered by data processing/ computer centers to industrial, business and other type of customers and to design, develop, install, supply, deal in all types of bar code equipments, systems accessories, attachments, label materials, label printers, label verifiers and allied products, to carry on business of other automatic identifications, equipments, systems accessories, attachments and allied products and to do all other acts and things as may be required or incidental for attaining the above objects.

Clause III(A) 3. To design, develop, install, provide, supply, deal, franchise, take on lease, give on lease, hire, let on hire, maintain, provide and operate broadband services, internet/Internet Protocol based Television, video on demand or other services, intelligent networks (IN) services, and other value added services, global mobile telecommunications, electronic mail services, e-commerce transactions, globally managed data networks, internet data centers (IDCs), call centers, webstores, virtual private networks (VPNs), video conferencing, satellite networks, in India as well as outside India and to telecast, broadcast, relay through any media including satellite, radio, computers, distribute through any cable and satellite channels on cable networks, Direct to Home, Internet, Internet Protocol, Interactive Television or transmit the information/ advertisement/ products of the company or any other person and to carry on the business as advertising agents, to purchase and sell advertising time or space on any television, radio, internet, satellite in India or abroad or any other kind of media currency in vogue and to establish, maintain, develop, conduct, procure, buy, sell, import, export, trade, or otherwise deal in, or to act as service providers of every kind in production, marketing, distribution, materials, personnel, planning, computers, software, and software solutions of all kinds, system integration, data processing, multi-media services, Internet Protocol Television services, direct to home services, entertainment media, cable television services, interactive television services, content for various uses, electronic media, Computer systems, computer peripherals, and accessories, computer consumables like floppy disks/diskettes, Compact Disks, Digital Video Disks, hard disks, ribbons continuous and non-continuous stationery and such other products or things which may be considered either as an integral part of a computer system or as an optional attachment or supplement thereto; and to do all other acts and things as may be required or incidental for attaining the above objects.