EIH : Notice 73rd AGM

EIH LIMITED

Notice of Annual General Meeting

NOTICE is hereby given that the Seventy Third Annual General Meeting of EIH Limited will be held on Wednesday, August 9, 2023 at 11.30 A.M. through Video Conferencing/ Other Audio Visual Means ("VC / OAVM") to transact the following businesses:

ORDINARY BUSINESS

1. To consider and adopt (a) the audited financial statement of the Company for the Financial Year ended March 31, 2023 and the reports of the Board of
   Directors and Auditors thereon; and (b) the audited consolidated financial statement of the Company for the Financial Year ended March 31, 2023 and the report of Auditors thereon and, in this regard, to consider and if thought fit, to pass the following resolutions as Ordinary Resolutions:
2. 1. "RESOLVED THAT the audited financial statement of the Company for the Financial Year ended March 31, 2023 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted."
   2. "RESOLVED THAT the audited consolidated financial statement of the Company for the
      Financial Year ended March 31, 2023 and the report of Auditors thereon, as circulated to the Members, be and are hereby considered and adopted."
3. To declare a dividend on equity shares for the Financial Year ended March 31, 2023 and, in this regard, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT a dividend at the rate of ` 1.10/- (One rupee and ten paisa only) per equity share of ` 2/- (Rupees two only) each fully paid-up of the Company, as recommended by the Board of Directors, be and is hereby declared for the Financial Year ended March 31, 2023 and the same be paid out of the profits of the Company."

3. To appoint a Director in place of Ms. Nita Mukesh Ambani (DIN: 03115198), who retires by rotation and being eligible, offers herself for re-appointment and, in this regard, if thought fit, to pass the following resolution as an Ordinary Resolution:

"RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Ms. Nita Mukesh Ambani (DIN: 03115198), who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company."

Registered Office	By order of the Board
4 Mangoe Lane
Kolkata - 700 001	Lalit Kumar Sharma
	Sr. Vice President &
Date: May 22, 2023	Company Secretary

Notice

EIH LIMITED

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Notice of Annual General Meeting (Contd.)

NOTES:

1. In compliance with the Ministry of Corporate Affairs ("MCA") circulars dated April 8, 2020, April13,2020,May5,2020andDecember28,2022, (hereinafter referred to as "MCA circulars") and Securities and Exchange Board of India ("SEBI") vide it's circular dated May 12, 2020, January 15, 2021 and January 5, 2023 (hereinafter referred to as "SEBI circulars") permitting Companies to hold Annual General Meeting through Video Conference/Other Audio Visual Means(VC/ OAVM), without the physical presence of the Members at a common venue, provisions of the Companies Act, 2013 ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the 73rd Annual General Meeting ("73rd AGM") is being held through VC / OAVM. The deemed venue for the AGM shall be Registered Office of the Company.
2. As per the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf. Since the 73rd AGM is being held through VC / OAVM as per the MCA circulars and SEBI circulars, physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be made available for the 73rd AGM and hence the Proxy Form, Attendance Slip and route map are not annexed to this Notice.
3. In accordance with MCA circulars and SEBI circulars the notice of the 73rd AGM and the Annual Report 2022-23 are being sent only by electronic mode to those members whose name is appearing in the
   Register of Members/Beneficial Owners as on July
   7, 2023. Members may please note that this Notice and the Annual Report will also be available on the Company's website www.eihltd.com, the websites of the stock exchanges i.e. BSE Limited at www. bseindia.com and National Stock Exchange of India Limited at www.nseindia.com respectively and on the website of NSDL at www.evoting.nsdl.com.
4. For receiving all communications (including Annual Report) from the Company electronically and updating KYC -
5. 1. Members holding shares in physical mode and who have not registered/ updated their e-mail address and KYC with the Company are requested to register/ update the same by writing to the Company/ RTA with details of folio number and attaching the form ISR-1,ISR-2, ISR-

3/SH-13 at [e-mail] or to our RTA Link Intime India Private Limited at delhi@ linkintime.co.in.

1. 1. Members holding shares in dematerialised mode are requested to register/update their e-mail address with the relevant Depository Participant.
2. The Company has facilitated the Members to participate at the 73rd AGM through VC / OAVM provided by NSDL. The instructions for participation through VC / OAVM by members are given separately. Participation at the AGM through VC / OAVM shall be allowed on a first-come-first- served basis. However, this rule would not apply to participation of shareholders holding 2% or more shareholding, promoters, institutional investors, directors, key and senior managerial personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc., who are allowed to attend the AGM without restriction on account of first come first served basis.
3. Members will be able to attend the 73rd AGM through VC / OAVM or view the live webcast of the proceedings at the 73rd AGM provided by NSDL. The Members can visit and login through their user id and password from 11:15 A.M.IST onwards on August 9, 2023.
4. As per MCA and SEBI circulars, members attending the 73rd AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
5. The Company has provided the facility to members to exercise their right to vote by electronic means both through remote e-voting and e-voting during the AGM. For details on login method of remote e-voting and e-voting at the AGM, please refer the instructions below under the head
   "Voting through electronic means". The remote e-votingfacility is in addition to e-votingthat will take place at the 73rd AGM being held through VC / OAVM.
6. Members joining the meeting through VC / OAVM and who have not already cast their vote by means of remote e-voting, shall be able to exercise their right to vote through e-voting at the AGM. The Members who have cast their vote by remote e-voting prior to the AGM may also join the AGM through VC / OAVM but shall not be entitled to cast their vote again. A member can opt for only single mode of voting i.e. either through remote e-voting or voting at the AGM.

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1. Voting rights shall be reckoned on the paid up value of the shares registered in the name of the member/ beneficial owner (in case of electronic shareholding) as on August 2, 2023. A person, whose name is recorded in the register of members or in the list of beneficial owners provided by depositories as on
   August 2, 2023 shall be entitled to avail the facility of remote e-voting or e-voting at the AGM.
2. The remote e-voting period shall commence at 10.00 A.M. on Sunday, August 6, 2023 and will end at 5.00 P.M. on Tuesday, August 8, 2023. The remote e-voting module shall be disabled by NSDL at 5.00 P.M. on August 8, 2023. During the remote e-voting period, the members of the Company holding shares either in physical form or in demat form as on the cut-off date may cast their vote electronically provided once the vote on the resolution(s) is cast by the Members, he/she will not be allowed to change it subsequently.
3. Any person, who acquires shares of the Company and become a member of the Company after dispatch of the Notice and holding shares as on the cut-off date i.e. August 2, 2023 may obtain the login ID and password by sending an e-mail to [e-mail] or [e-mail] by mentioning their folio No./DP ID and Client ID. However, if the Member is already registered with NSDL for remote e-voting, then the Member can use his/her existing user ID and password for casting the vote. If the Member forgets the password, he/ she can reset the password by using "Forget User Details/Password" option available on www.evoting. nsdl.com
4. As required under the Regulation 36(3) of the Listing Regulations and Secretarial Standard-2, particulars relating to Ms. Nita Mukesh Ambani, Director retiring by rotation and proposed to be re-appointed is given in the Annexure to this Notice.
5. Members who hold shares in dematerialised form and wish to provide/ change/ correct the bank account details should send the same immediately to their concerned Depository Participant (DP) and not to the Company. Members are also requested to give the MICR Code of their bank to their Depository Participants. Members who are holding shares in physical form are advised to submit particulars of their bank account, viz. name and address of the branch of the bank, MICR code of the branch, type of account and account number to the RTA of the Company.
6. In accordance with the proviso to Regulation 40(1) of the Listing Regulations, effective from April 1,
   2019, transfer of securities of the Company shall not be processed unless the securities are held in the dematerialised form with a depository. Accordingly, members holding equity shares in physical mode are urged to have their shares dematerialised so as

to be able to freely transfer them and participate in corporate actions.

Members can contact the Company's RTA for assistance in this regard. Members may please note that SEBI vide its Circular No. SEBI/HO/ MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in dematerialised form only while processing service requests, viz. issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/ folios; transmission and transposition. Accordingly, members are requested to make service requests by submitting a duly filled and signed Form ISR-4. The said form can be downloaded from the Company's website under Investors at www.eihltd.com. It may be noted that any service request can be processed only after the folio is KYC Compliant.

1. The Board of Directors have appointed Mr. Lalit
   Kumar Sharma, Sr. Vice President and Company Secretary as the person responsible for the entire process of voting i.e. remote e-voting and e-voting at the 73rd AGM. Mr. Ajay Kumar Jain, Practicing Company Secretary, Jus & Associates, Company
   Secretaries has been appointed as the scrutiniser to scrutinise the remote e-voting and e-voting process at the 73rd AGM in a fair and transparent manner.
2. The resolutions pertaining to ordinary business mentioned above shall be declared as passed on the date of the Annual General Meeting if the number of votes cast in favour is more than the votes cast against.
3. The scrutiniser shall, immediately after the conclusion of voting at the 73rd AGM, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses who are not in the employment of the Company, and submit the consolidated scrutiniser's report of the votes cast in favour or against, if any, to the Chairman of the Meeting within two working days of conclusion of the meeting. The results along with the scrutiniser's report shall be placed on the website of the Company, www.eihltd.com and on the websites of Stock Exchanges, www.bseindia.com and www.nseindia.com.
4. Members may note that the Board, at its meeting held on May 22, 2023, has recommended a final dividend of ` 1.10 (One rupee and ten paisa) per fully paid-up equity share. For the purpose of payment of final dividend for Financial Year 2022-23 the Register of Members of the Company will remain closed from August 3, 2023 to August 5, 2023, both days inclusive. The aforesaid dividend, once approved by the Members in this AGM, will be paid on or before August 31, 2023.

Notice

EIH LIMITED

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Notice of Annual General Meeting (Contd.)

Payment of dividend shall be made through electronic mode to the Members who have updated their bank account details. Dividend warrants/demand drafts will be dispatched to the registered address of the Members who have not updated their bank account details. In order to receive dividend in a timely manner, members are requested to register/ update their complete bank details:

1. with their Depository Participant(s) with whom they maintain their demat accounts if shares are held in dematerialised mode by submitting the requisite documents, and
2. with RTA if shares are held in physical mode, by submitting duly filled in Form ISR-1 along with the (i) scanned copy of the signed request letter which shall contain shareholder's name, folio number, bank details (Bank account number, Bank and Branch Name and address, IFSC, MICR details), (ii) self-attested copy of the PAN card and (iii) cancelled cheque leaf

20. Members wishing to claim dividends that remain unclaimed are requested to correspond with the Registrar and Share Transfer Agent at delhi@ linkintime.co.in or to the Company at isdho@ oberoigroup.com. Members are requested to note that dividends that are not claimed within seven years from the date of transfer to the Company's Unpaid Dividend Account, will, as per Section 124 of the Act, be transferred to the Investor Education and Protection Fund (IEPF). Shares on which dividend remains unclaimed for seven consecutive years will be transferred to the IEPF as per Section 124 of the Act, and the applicable rules.

21. Electronic copies of all the documents referred in the accompanying Notice of the AGM and the Statement shall be made available for inspection. During the 73rd AGM, members may access the scanned copy of Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act; the Register of Contracts and Arrangements in which Directors are interested maintained under Section 189 of the Act. Members desiring inspection of statutory registers and other relevant documents may send their request in writing to the Company at [e-mail].

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

1. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode
   In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders

Individual Shareholders holding securities in demat mode with NSDL.

Individual Shareholders holding securities in demat mode with CDSL

Individual Shareholders (holding securities in demat mode) login through their depository participants

Login Method

1. Existing IDeAS user can visit the e-Services website of NSDL viz. https://eservices.nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section , this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page. Click on Company's name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Votingwebsite of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl. com. Select "Register Online for IDeAS Portal" or click at https://eservices.nsdl.com/SecureWeb/ IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www. evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen.
   After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company's name or e-Voting service provider i.e. NSDL and you will be redirected to e-Votingwebsite of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.
4. Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the QR code mentioned below for seamless voting experience.

1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your existing my easi username & password.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website
   HYPERLINK "http://www.cdslindia.com" www.cdslindia.com and click on login & New System
   Myeasi Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on HYPERLINK "http://www.cdslindia.com" www.cdslindia. com home page. The system will authenticate the user by sending OTP on registered Mobile &
   Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on Company's name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/Password are advised to use Forget User ID and Forget Password option available at above-mentioned website.

Notice

EIH LIMITED

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