SHORTER NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that the 2/2024-25 Extraordinary General Meeting (“EGM”) of Girnar
Software Private Limited (“Company”) will be held at a shorter notice on Friday, 21st March 2025, at 4:00
P.M. (IST) at 5th Floor, Jaipur Textile Market, B-2, Near Model Town, Malviya Nagar, Jaipur, Rajasthan-
302017 to transact the following:

Special Business:

Item No. 1: To appoint Ms. Sutapa Banerjee (DIN: 02844650) as Independent Director of the
Company.

To consider and, if thought fit, to pass with or without modification(s), the following resolution as an
Ordinary Resolution:

“RESOLVED THAT pursuant to the approval of the Board of Directors of the Company at its meeting
held on March 12, 2025 and the provisions of Section 149 and Section 152 read with Schedule IV, Section
150, Section 161 and other applicable provisions of the Companies Act, 2013 (“the Act”) and the
Companies (Appointment and Qualification of Directors) Rules, 2014, and other applicable acts, rules,
regulations as may be applicable (including any statutory modification(s) or re-enactment(s) thereof, for
the time being in force) and pursuant to the provisions of the Articles of Association of the Company, Ms.
Sutapa Banerjee (DIN: 02844650), who possesses relevant expertise and experience and is not disqualified
under Section 164(2) of the Companies Act, 2013 and has provided her consent to act as an Independent
Director of the Company, if appointed and has submitted a declaration that she meets the criteria for
appointment as an Independent Director under the Companies Act, 2013 and is eligible for appointment,
be and is hereby appointed as an Independent Director of the Company, who shall hold office for a term of
three years commencing from March 12, 2025, and shall not be liable to retire by rotation and shall be
entitled to receive sitting fee for attending meetings of the Board or any committees thereof and
remuneration as detailed in the letter of appointment, and as may be determined by the Board from time to
time.

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby
severally authorized to do all such acts, deeds, matters and things as may be considered necessary or
expedient to give effect to this resolution."

Item No. 2: To approve payment of remuneration to Ms. Sutapa Banerjee (DIN: 02844650),
Independent Director 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 the provisions of Sections 149, 197, 198, read with Schedule V and
other applicable provisions of the Companies Act, 2013 (“the Act”) read with Rules framed thereunder
(including any statutory modification(s) or amendment(s) or re-enactment(s) thereof for the time being in
force), the relevant provisions of the Articles of Association of the Company, and pursuant to the
recommendation and approval of the Nomination and Remuneration Committee and the Board of Directors
of the Company, approval of the members be and is hereby accorded for the payment of remuneration of

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 INR 35,00,000/- (Rupees Thirty-Five Lakh only) per annum to Ms. Sutapa Banerjee, Independent Director
of the Company in the event of no profit or inadequate profits, for a period of three years from the date of
appointment.

RESOLVED FURTHER THAT the aforesaid remuneration shall be paid in addition to the sitting fees
and reimbursement of expenses for attending the meetings of the Board of Directors and Committees
thereof.

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby
severally authorized to do all such acts, deeds, matters, and things as may be necessary, desirable or
expedient to give effect to this resolution."

Item No. 3: To approve the revision in remuneration of Mr. Parthasarathy Vankipuram Srinivasa
(DIN: 00125299), Independent Director 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 the provisions of Sections 149, 197, and 198, read with Schedule V and
other applicable provisions of the Companies Act, 2013 (“the Act”) read with Rules framed thereunder
(including any statutory modification(s) or amendment(s) or re-enactment(s) thereof for the time being in
force), the relevant provisions of the Articles of Association of the Company, and pursuant to the
recommendation and approval of the Nomination and Remuneration Committee and the Board of Directors
of the Company, approval of the Members be and is hereby accorded to revise the remuneration of Mr.
Parthasarathy Vankipuram Srinivasa (DIN: 00125299), Independent Director of the Company from INR
25,00,000/- per annum to INR 35,00,000/- per annum, with effect from April 01, 2025.

RESOLVED FURTHER THAT the aforesaid remuneration shall be paid in addition to the sitting fees
and reimbursement of expenses for attending the meetings of the Board of Directors and its Committees.

RESOLVED FURTHER THAT any Director or the Company Secretary of the Company be and is hereby
severally authorized to do all such acts, deeds, matters, and things as may be necessary, desirable or
expedient to give effect to this resolution."

Item No. 4: To approve alteration in the object clause of Memorandum of Association of the
Company.

To consider and, if thought fit, to pass with or without modification, the following resolution as a Special
Resolution:

“RESOLVED THAT pursuant to the provisions of Section 4, 13 and other applicable provisions if any,
of the Companies Act, 2013 and rules made thereunder (including any statutory amendment(s) or
modification(s) or re-enactment(s) thereof for the time being in force), consent of the Members be and is
hereby accorded for alteration in Part A of Clause III i.e., the Main Objects Clause of the Memorandum of
Association (“MOA”) of the Company by adding sub-clauses 10,11, and 12 as mentioned below after sub-
clause 9 :

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 10. To carry on the business of providing outsourcing services including providing Vehicle Inspection
& verification/certification services and other related services, filed force support or runner
support services for all processes, sub-processes, transactions, activities, and all other work
performed by businesses in various industries within India and across the world. This includes
those processes or sub processes that are enabled by information technology. It also includes data,
voice or video collection and processing, call centre services including in bound and out bound
calling services for all kinds, technical support, managed data centre, managed technical centre,
training centre, web support back office, business or financial analysis, scientific analysis,
research work and analysis, storage, disaster recovery, accounting, pay roll, inventory
management, customer relationship management, enterprises resources planning and to develop
software, provide consultancy, software solution and services that are normally offered by the
outsourcing business and information technology services providers, the software development
houses and application service providers.

11. To carry on the business of providing upskilling services to students and early professionals across
the globe through activities and mentor-led learning, training, learning & development services,
including B2B Services to design, develop, and deliver customized learning and development
programs, training sessions, and educational content for colleges, schools, universities,
institutions, corporations, and other organizations, both online and offline and to receive payment
for such services from the aforementioned organizations, based on agreed-upon terms and
conditions and B2C Services to provide upskilling and vocational training programs to individual
students, both online and offline, for the purpose of enhancing their employability and professional
skills and to offer such training programs on a direct payment basis from the students and to
provide placement assistance to students, including guaranteed placement opportunities through
pre-existing legal agreements with corporate partners and conduct training programs with or
without guaranteed placements and to enter into agreements with various corporate entities for
the placement of trained students.

12. To carry on the business of providing comprehensive human resource solutions, including: (a)
sourcing and identifying qualified candidates for employment; (b) designing and delivering
customized training programs; and (c) providing recruitment and placement services to corporate
clients across various industries. (d) To enter into contractual agreements with corporate clients,
and to receive remuneration for services rendered.

RESOLVED FURTHER THAT any Director and Company Secretary of the Company be and are hereby
severally authorized to do all acts, matters, deeds and things as may be necessary including filing of
requisite forms with Ministry of Corporate Affairs, submission of documents with any authority, to settle
all questions, difficulties or doubts that may arise in this regard at any stage, to do the modifications or
changes as may be statutorily required and to take all such steps as may be necessary, proper or expedient
to give effect to this resolution.”

Item No. 5: To approve an increase in Authorized Share Capital of the Company and subsequent
alteration of the Capital Clause of the Memorandum of Association.

To consider and if thought fit, to pass with or without modification, the following resolution as an
Ordinary Resolution:

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 “RESOLVED THAT pursuant to provision of Sections 13, 61 and other applicable provisions, if any, of
the Companies Act, 2013 including the rules made thereunder (statutory modification(s) or re-enactment
thereof for the time being in force) and the Articles of Association of the Company, the Authorized Share
Capital of the Company be and is hereby increased from Rs. 50,77,380 (Rupees Fifty Lakh Seventy-Seven
Thousand Three Hundred Eighty) divided into 3,97,644 (Three Lakh Ninety Seven Thousand Six Hundred
Forty Four) Equity Shares of Re. 1/- (Rupee One) each; 2,356 (Two Thousand Three Hundred Fifty Six)
Series 1 Equity Shares of Re. 1/- (Rupee One) each; 47,699 (Forty Seven Thousand Six Hundred Ninety
Nine) 0.0001% Series A Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten)
each; 24,300 (Twenty Four Thousand Three Hundred) 0.0001% Series A1 Compulsorily Convertible
Cumulative Preference Shares of Rs.10/- (Rupees Ten) each; 49,953 (Forty Nine Thousand Nine Hundred
Fifty Three) 0.0001% Series B Compulsorily Convertible Cumulative Preference Shares of Rs.10/-
(Rupees Ten) each; 11,648 (Eleven Thousand Six Hundred Forty Eight) 0.0001% Series B2 Compulsorily
Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten) each, 15,400 (Fifteen Thousand Four
Hundred) 0.0001% Series B3 Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees
Ten) each, 1,000 (One Thousand) 0.0001% Series B4 Compulsorily Convertible Cumulative Preference
Shares of Rs.10/- (Rupees Ten) each, 2,400 (Two Thousand Four Hundred) 0.0001% Series B5
Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten) each, 619 (Six Hundred
Nineteen) 0.0001% Series B6 Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees
Ten) each, 1,28,649 (One Lakh Twenty Eight Thousand Six Hundred Forty Nine ) 0.0001% Series C
Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten) each, 53,846 (Fifty
Three Thousand Eight Hundred and Forty Six) 0.0001% Series D Compulsorily Convertible Cumulative
Preference Shares of Rs.10/- (Rupees Ten) each, 12,224 (Twelve Thousand Two Hundred and Twenty
Four) 0.0001% Series D1 Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees
Ten) each and 1,20,000 (One Lakh Twenty Thousand) 0.0001% Series E Compulsorily Convertible
Cumulative Preference Shares of Rs.10/- (Rupees Ten) each to Rs. 60,00,00,000 (Rupees Sixty Crores)
divided into 58,86,20,264 (Fifty Eight Crores Eighty Six Lakh Twenty Thousand Two Hundred and Sixty
Four) Equity Shares of Re. 1/- (Rupee One) each; 17,02,356 (Seventeen Lakh Two Thousand Three
Hundred Fifty Six) Series 1 Equity Shares of Re. 1/- (Rupee One) each; 47,699 (Forty Seven Thousand
Six Hundred Ninety Nine) 0.0001% Series A Compulsorily Convertible Cumulative Preference Shares of
Rs.10/- (Rupees Ten) each; 24,300 (Twenty Four Thousand Three Hundred) 0.0001% Series A1
Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten) each; 49,953 (Forty Nine
Thousand Nine Hundred Fifty Three) 0.0001% Series B Compulsorily Convertible Cumulative Preference
Shares of Rs.10/- (Rupees Ten) each; 11,648 (Eleven Thousand Six Hundred Forty Eight) 0.0001% Series
B2 Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten) each, 15,400 (Fifteen
Thousand Four Hundred) 0.0001% Series B3 Compulsorily Convertible Cumulative Preference Shares of
Rs.10/- (Rupees Ten) each, 1,000 (One Thousand) 0.0001% Series B4 Compulsorily Convertible
Cumulative Preference Shares of Rs.10/- (Rupees Ten) each, 2,400 (Two Thousand Four Hundred)
0.0001% Series B5 Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten) each,
619 (Six Hundred Nineteen) 0.0001% Series B6 Compulsorily Convertible Cumulative Preference Shares
of Rs.10/- (Rupees Ten) each, 1,28,649 (One Lakh Twenty Eight Thousand Six Hundred Forty Nine)
0.0001% Series C Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten) each,
53,846 (Fifty Three Thousand Eight Hundred and Forty Six) 0.0001% Series D Compulsorily Convertible
Cumulative Preference Shares of Rs.10/- (Rupees Ten) each, 12,224 (Twelve Thousand Two Hundred and
Twenty Four ) 0.0001% Series D1 Compulsorily Convertible Cumulative Preference Shares of Rs.10/-
(Rupees Ten) each, 1,20,000 (One Lakh Twenty Thousand) 0.0001% Series E Compulsorily Convertible
Cumulative Preference Shares of Rs.10/- (Rupees Ten) each and 50,00,000 (Fifty Lakh ) 0.0001% Series
F Compulsorily Convertible Cumulative Preference Shares of Re. 1/- (Rupee One) each.

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 Consequently, the existing Clause V of the Memorandum of Association of the Company, relating to share
capital, is hereby substituted by new Clause V which shall be read as follows:

V. The Authorized Share Capital of the Company is Rs. 60,00,00,000 (Rupees Sixty Crores) divided into
58,86,20,264 (Fifty Eight Crores Eighty Six Lakh Twenty Thousand Two Hundred and Sixty Four) Equity
Shares of Re. 1/- (Rupee One) each; 17,02,356 (Seventeen Lakh Two Thousand Three Hundred Fifty Six)
Series 1 Equity Shares of Re. 1/- (Rupee One) each; 47,699 (Forty Seven Thousand Six Hundred Ninety
Nine) 0.0001% Series A Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten)
each; 24,300 (Twenty Four Thousand Three Hundred) 0.0001% Series A1 Compulsorily Convertible
Cumulative Preference Shares of Rs.10/- (Rupees Ten) each; 49,953 (Forty Nine Thousand Nine Hundred
Fifty Three) 0.0001% Series B Compulsorily Convertible Cumulative Preference Shares of Rs.10/-
(Rupees Ten) each; 11,648 (Eleven Thousand Six Hundred Forty Eight) 0.0001% Series B2 Compulsorily
Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten) each, 15,400 (Fifteen Thousand Four
Hundred) 0.0001% Series B3 Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees
Ten) each, 1,000 (One Thousand) 0.0001% Series B4 Compulsorily Convertible Cumulative Preference
Shares of Rs.10/- (Rupees Ten) each, 2,400 (Two Thousand Four Hundred) 0.0001% Series B5
Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten) each, 619 (Six Hundred
Nineteen) 0.0001% Series B6 Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees
Ten) each, 1,28,649 (One Lakh Twenty Eight Thousand Six Hundred Forty Nine) 0.0001% Series C
Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten) each, 53,846 (Fifty
Three Thousand Eight Hundred and Forty Six) 0.0001% Series D Compulsorily Convertible Cumulative
Preference Shares of Rs.10/- (Rupees Ten) each, 12,224 (Twelve Thousand Two Hundred and Twenty
Four ) 0.0001% Series D1 Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees
Ten) each, 1,20,000 (One Lakh Twenty Thousand) 0.0001% Series E Compulsorily Convertible
Cumulative Preference Shares of Rs.10/- (Rupees Ten) each and 50,00,000 (Fifty Lakh ) 0.0001% Series
F Compulsorily Convertible Cumulative Preference Shares of Re. 1/- (Rupee One) each.

RESOLVED FURTHER THAT Mr. Amit Jain, Chairman & Whole Time Director, Mr. Anurag Jain,
Managing Director, Mr. Neelesh P Talathi, Chief Financial Officer, Mr. Zameer Nathani, Group General
Counsel, Mr. Gaurav Dutta, Company Secretary of the Company be and are hereby severally authorized
to do all such acts, deeds and things as may be necessary to give effect to this resolution.”

For and on behalf of the Board of Directors of

Girnar Software Private Limited

Sd/-
Gaurav Dutta
Company Secretary
Membership Number: A24445

Date: 13.03.2025
Place: Gurugram

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 NOTES:

1. Explanatory Statement as required under Section 102 of the Companies Act, 2013, in respect of
Special Business has been attached hereto and forms part of the Notice.

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

TO APPOINT ONE OR MORE PERSON AS HIS/HER PROXY/IES TO ATTEND AND
VOTE ON A POLL INSTEAD OF HIMSELF / HERSELF AND SUCH PROXY/IES NEED
NOT BE A MEMBER/S OF THE COMPANY. MEMBER/S DESIROUS OF APPOINTING
PROXY/IES ARE REQUESTED TO DELIVER DULY COMPLETED PROXY FORM/S
(IN THE FORM ATTACHED AS ANNEXURE-A TO THIS NOTICE) TO THE
COMPANY PRIOR TO THE PROPOSED TIME FOR THE GENERAL MEETING.

3. Shareholders /Proxies/Authorized Representatives attending the Meeting in person are requested

to complete the Attendance Slip (in the form attached as Annexure-B to this Notice) and handover
the same at the Meeting.

4. Route Map to attend the Meeting is attached as Annexure-C to this Notice.

5. Corporate Members intending to send their authorized representatives are requested to send a duly
certified copy of the Board Resolution authorizing their representatives to attend and vote at the
Meeting.

6. The documents referred in the Explanatory Statement are available for inspection at the Registered
Office of the Company during normal business hours on any working day upto the date of the
Meeting.

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 EXPLANATORY STATEMENT AS PER THE PROVISIONS OF SECTION 102 OF THE
COMPANIES ACT, 2013

Item No. 1: Appointment of Ms. Sutapa Banerjee (DIN: 02844650) as an Independent Director of
the Company.

The Board of Directors in their meeting held on March 12, 2025 and based on the recommendation of the
Nomination & Remuneration Committee had appointed Ms. Sutapa Banerjee (DIN :02844650) as an
Additional Independent Director of the Company for a term of three years with effect from March 12,
2025. Pursuant to the requirements of the Act, it is proposed to seek approval of the members to appoint
Ms. Sutapa Banerjee (DIN:02844650), as an Independent Director for a term of three years with effect
from March 12, 2025. Furthermore, Ms. Sutapa Banerjee shall not be liable to retire by rotation as provided
under Section 152(6) of the Companies Act, 2013.

Brief profile and justification for the appointment of Ms. Sutapa Banerjee as an Independent
Director:

Ms. Sutapa Banerjee has over 30 years of professional experience including 24 years in financial services
industry across two large multinational banks at ANZ Grindlays, ABN AMRO, and a boutique Indian
Investment bank (Ambit Capital) where she built and headed several businesses. Well, recognized in the
money management space having headed and successfully built from scratch the private client businesses
in both ABN AMRO Bank and Ambit Capital, Ms. Sutapa was voted as one of the ‘Top 20 Global Rising
Stars of Wealth Management’ by the Institutional Investor Group in 2007 - the only Indian and one of only
two winners from Asia. As CEO she led Ambit Private Wealth to ‘Best Private Bank in India in the 2013
AsiaMoney polls. In 2012 she was shortlisted in the ‘50 most Powerful Women’ by Fortune India.

She currently serves as an Independent Director on the boards of Zomato Limited, Godrej Properties,
Polycab Industries, JSW Cement, IdeaForge Technologies, and Axis Capital, holding key positions on
various board committees.

Ms. Sutapa is an Advanced Leadership Fellow (2015) at Harvard University. She holds a gold medal in
Economics from XLRI and an Economics degree from Presidency College Kolkata. She is a visiting faculty
at IIM-Ahmedabad and at Indian Institute of Corporate Affairs (IICA). Additionally, she serves on the
Advisory Council of the CII Centre for Women Leadership and has contributed to various CII committees
on governance and women’s empowerment.

M. Sutapa has given a declaration to the Board that she meets the criteria of independence as provided in
Section 149(6) of the Companies Act, 2013. In terms of proviso to sub-section (5) of Section 152 and
Schedule IV of the Companies Act, 2013, the Board of Directors is of the opinion that Ms. Sutapa fulfils
the conditions specified in the Act and the rules made thereunder, for her appointment as an Independent
Director and that she is independent of the management of the Company.

The Company has also received consent in writing to act as a Director, and an intimation that she is not
disqualified under section 164(2) of the Companies Act, 2013.

Pursuant to Secretarial Standards-2 issued by the Institute of Company Secretaries of India, the following
is the additional information about the proposed director:

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 Name of the Director Ms. Sutapa Banerjee
Age 60 years
Qualifications Bachelor’s in economics from Calcutta University
Experience More than 30 years
Terms and conditions of appointment Independent Director, not liable to retire by rotation.
or reappointment along with details of Remuneration sought to be paid: INR 35,00,000/-
remuneration sought to be paid and the (Rupees Thirty-Five Lakh only), in addition to the
remuneration last drawn by such sitting fees and re-imbursement of expenses for
person, if applicable attending the Meetings of the Board of Directors and
Committees thereof.

Remuneration last drawn: N.A.

Date of First appointment on the Board March 12, 2025
Shareholding in the Company Nil
Relationship with other Directors, Not Applicable
Manager and other Key Managerial
Personnel of the Company
Number of Board Meetings attended Not Applicable
during the financial year 2024-25
Other Directorships 1. Axis Capital Limited
2. Ideaforge Technology Limited
3. Godrej Properties Limited
4. Zomato Limited
5. Polycab India Limited
6. JSW Cement Limited
7. Satsure Analytics India Private Limited

Membership/Chairmanship of Zomato Limited

Committees of other Boards 1. Chairperson of Audit Committee
2. Member of Investment Committee

Godrej Properties Limited

1. Chairperson of Nomination and Remuneration
Committee
2. Chairperson of Stakeholders and Relationship
Committee
3. Member of Audit Committee
4. Member of Risk Management Committee
5. Member of Corporate Social Responsibility
Committee
6. Member of ESG Committee

Polycab India Limited

1. Member of Audit Committee

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 2. Member of Nomination and Remuneration
Committee
3. Member of Corporate Social Responsibility
Committee

Ideaforge Technology Limited

1. Chairperson of Nomination and Remuneration
Committee
2. Member of Audit Committee

JSW Cement Limited

1. Member of Audit Committee
2. Member of Nomination and Remuneration
Committee
3. Member of Corporate Social Responsibility
Committee

Axis Capital Limited

1. Member of Audit Committee
2. Member of Nomination and Remuneration
Committee
3. Member of Risk Management Committee

Ms. Sutapa Banerjee does not hold any shares/securities in the Company, either in her individual capacity
or on a beneficial basis for any other person.

Except Ms. Sutapa Banerjee, none of the other Directors and Key Managerial Personnel of the Company,
or their relatives, are concerned or interested, financially or otherwise, in the Resolution at Item No. 1 of
the accompanying notice.

The Board recommends the Ordinary Resolution at Item No. 1 of the Notice for approval of the members
by way of an Ordinary Resolution.

Item No. 2: To approve the payment of remuneration to Ms. Sutapa Banerjee (DIN: 02844650),
Independent Director of the Company.

Legal provisions and background:

Section 197 of the Companies Act, 2013 (“Act”), as amended, permits the payment of remuneration to
Directors who are neither Managing Director nor Whole-time Directors, more than 1% or 3% of the net
profits of a company by obtaining approval of the shareholders in general meeting by special resolution.

Further, if in any financial year, a company has no profits or its profits are inadequate, the company shall
not pay its Non-Executive Directors, including an Independent Director, any remuneration except in
accordance with the provisions of Companies Act, 2013 read with Schedule V of the Companies Act, 2013.
The remuneration thresholds as prescribed in Schedule V of the Act can be exceeded by passing a special
resolution by the Members of the Company.

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 Rationale and proposal:

The Independent Directors of the Company play an important role in overseeing the governance,
performance and sustainable growth of the Company. Independent Directors bring valuable knowledge,
skills, expertise, and an objective perspective, contributing strategic insights and experience. Their
presence enhances diversity in the Board’s decision-making process, strengthening the overall
effectiveness of governance and business operations.

With the enhanced corporate governance requirements, increased responsibilities and duties of the
Directors under the Act and the competitive business environment, the role of the Board, particularly the
Independent Directors, has become more onerous, requiring enhanced level of decision-making ability,
greater time commitments with high level of oversight.

The Nomination and Remuneration Committee (“NRC”) and the Board shall determine the annual
remuneration payable to the Independent Directors based on various factors including Director’s
participation in Board and Committee meetings and engagement with the Company during the year and
contributions therein, other responsibilities undertaken, time dedicated in carrying out their duties, role and
functions as envisaged in Act and such other factors as the NRC and the Board may consider fit within the
overall limits approved by the Members of the Company. Accordingly, it is proposed to pay the
remuneration of INR 35,00,000/- (Rupees Thirty -Five Lakh only) per annum to Ms. Sutapa Banerjee.

The proposed remuneration would be in addition to the sitting fees and re-imbursement of related expenses
for attending meetings of the Board of Directors and its Committees, as approved by the Board from time
to time.

The Company has not defaulted in payment of dues to any bank or public financial institution or any other
secured creditors.

Additional information pursuant to Schedule V of the Act:

I. General Information
1. Nature of industry The Company is primarily engaged in the business of
providing online search-related services, information
about new and used automobiles to the consumers and
automobile dealers. The Company is an online service
provider which connects automobile dealers and
customers. It also provides through its websites
namely Cardekho.com, Bikedekho.com
PriceDekho.com, and Zigwheels.com internet
marketing and technology solutions to Original
Equipment Manufacturers (“OEM's”) and dealers.

It also has tie-ups with OEM's and automotive dealers

and provides them with rich array of tech-enabled
tools. These are web-based and mobile applications
for dealer sales executives to manage leads, cloud
services for tracking sales performance, call tracker

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 solutions, digital marketing support, virtual online
showroom, and outsourced lead management
operational processes for taking consumers from
enquiry to sale.

2. Date or expected date of commencement Not Applicable, since the Company has already
of commercial production commenced business activity. The Company was
incorporated on 21st December 2006.

3. In case of new companies, expected date Not Applicable

of commencement of activities as per
project approved by financial institutions
appearing in the prospectus
4. Financial performance based on given
indicators as per Audited Financial Particulars F.Y. 2023-24 (amount
Statements for the year ended 31st March, in INR Lakhs)
2024 Total Income 77,715
Depreciation 879
Tax Expense -
Total Expense 73,986
Net Profit/(Loss) (903)
Paid-up Capital 45.73
Reserves and Surplus 1,60,749

5. Foreign investments or collaborations, if The Company has received Foreign Direct Investment
any under FDI guidelines. As on the date of this notice, out
of total shareholding of the Company, 70.64%
(approx.) on diluted basis, is held by Foreign Investor.
Further, the Company has following foreign
subsidiaries:

1. Carbay Pte. Ltd., Singapore (Subsidiary)

2. PT. Carbay Services Indonesia, Indonesia
(Step down subsidiary)
3. Carbay Philippines Inc., Philippines (Step
down subsidiary)
4. Carbay Services Malaysia Sdn. Bhd.,
Malaysia (Step down subsidiary)
5. Carbay Finserv Pte. Ltd. (Singapore) (Step
down subsidiary)
6. OTO (Thailand) Co. Ltd. (Thailand) (Step
down subsidiary)
7. Pt. Finsso Nusantara Finance, (Step down
subsidiary)

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 II. Information about the appointee:

1. Background Details Ms. Sutapa Banerjee has over 30 years of professional

experience including 24 years in financial services
industry across two large multinational banks at ANZ
Grindlays, ABN AMRO, and a boutique Indian
Investment bank (Ambit Capital) where she built and
headed several businesses. Well recognized in the
money management space having headed and
successfully built from scratch the private client
businesses in both ABN AMRO Bank and Ambit
Capital, Ms. Sutapa was voted as one of the ‘Top 20
Global Rising Stars of Wealth Management’ by the
Institutional Investor Group in 2007 - the only Indian
and one of only two winners from Asia. As CEO she
led Ambit Private Wealth to ‘Best Private Bank in
India in the 2013 AsiaMoney polls. In 2012 she was
shortlisted in the ‘50 most Powerful Women’ by
Fortune India.

2. Past Remuneration Nil

3. Recognition or awards ‘Top 20 Global Rising Stars of Wealth Management’

by the Institutional Investor Group in 2007 - the only
Indian and one of only two winners from Asia.
In 2012 she was shortlisted in the ‘50 most Powerful
Women’ by Fortune India.
4. Job profile and suitability The Independent Director are expected to devote such
time as is necessary for the proper performance of their
duties and as an Independent Director and will be
involved in a number of board and committee
meetings each year.

The Independent Director is expected to perform her

duties, whether statutory, fiduciary or common law,
faithfully, efficiently and diligently to a standard
commensurate with both the functions of his/ her role
and knowledge, skills and experience. The
Independent Director will have to perform all the usual
duties as an independent director under Company law,
including attendance at board meetings, the annual
general meeting, meetings of independent directors,
meetings with investors and shareholders and other
Board events such as site visits, together with such
additional duties as may be agreed with the Board, and
which may relate to the business of the Company or
any other member of the Group. The Independent

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 Director will be required to serve on such committees
as the Board may request and on the board of material
subsidiaries of the Company.

The Independent Directors are highly experienced

professionals who have specialized knowledge and
skills to guide the Company. Hence, their vast
experience and knowledge are best suitable for the
Company.

5. Remuneration proposed INR 35,00,000/- (Rupees Thirty-Five Lakh only), in

addition to the sitting fees and re-imbursement of
expenses for attending the Meetings of the Board of
Directors and Committees thereof.

6. Comparative remuneration profile with The Company has done an internal benchmarking and
respect to industry, size of the Company, basis the same, the remuneration is justifiable
profile of the position and person (in case considering the size and scale of the Company. Also,
of expatriates the relevant details would be the proposed Independent Director of the Company is
with respect to the country of his origin) highly experienced professionals who have
specialized knowledge and skills to guide the
Company on latest technological developments,
global market trends, consumer behavior,
consumption pattern and other relevant indicators for
business enhancement and product mix.

Hence, the remuneration proposed to her is justified

and commensurate with the size of the Company in the
industry.

7. Pecuniary relationship directly or There is no pecuniary relationship of the appointee

indirectly with the Company, or relationship independent director with Company or with any
with the managerial personnel, if any. managerial personnel other than remuneration and
sitting fees proposed to be paid to the appointee
independent director, as mentioned in the aforesaid
resolution.

III. Other Information

1. Reasons of loss or inadequate profits The Company has made investments in various
business segments, which resulted into losses.

2. Steps taken or proposed to be taken for The Company has several revenue drivers i.e., media
improvement solutions offered to car manufacturers, technology
solutions offered to dealers, lead business etc. and the
Company is confident to earn sufficient revenues in

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 the coming years to cover its operating expenses going
forward.

3. Expected increase in productivity and The revenues of the various business segments of the
profits in measurable terms Company have increased significantly. The Company
expects to surpass the current growth rate in the
coming financial year and going forward.

Except Ms. Sutapa Banerjee, none of the other Directors and Key Managerial Personnel of the Company,
or their relatives, are concerned or interested, financially or otherwise, in the Resolution at Item No. 2 of
the accompanying notice.

The Board recommends the Special Resolution to Item No. 2 of the notice for the approval of the members
by way of Special Resolution.

Item No. 3: To approve the revision in remuneration of Mr. Parthasarathy Vankipuram Srinivasa
(DIN: 00125299), Independent Director of the Company.

Legal provisions and background:

Section 197 of the Companies Act, 2013 (“Act”), as amended, permits the payment of remuneration to
Directors who are neither Managing Director nor Whole-time Directors, more than 1% or 3% of the net
profits of a company by obtaining approval of the shareholders in general meeting by special resolution.

Further, if in any financial year, a company has no profits or its profits are inadequate, the company shall
not pay its Non-Executive Directors, including an Independent Director, any remuneration except in
accordance with the provisions of Companies Act, 2013 read with Schedule V of the Companies Act, 2013.
The remuneration thresholds as prescribed in Schedule V of the Act can be exceeded by passing a special
resolution by the Members of the Company.

Rationale and proposal:

The Independent Directors of the Company play an important role in overseeing the governance,
performance and sustainable growth of the Company. Independent Directors bring valuable knowledge,
skills, expertise, and an objective perspective, contributing strategic insights and experience. Their
presence enhances diversity in the Board’s decision-making process, strengthening the overall
effectiveness of governance and business operations.

With the enhanced corporate governance requirements, increased responsibilities and duties of the
Directors under the Act and the competitive business environment, the role of the Board, particularly the
Independent Directors, has become more onerous, requiring enhanced level of decision-making ability,
greater time commitments with high level of oversight.

The Board of Directors appointed Mr. Parthasarathy Vankipuram Srinivasa, as an Additional Independent
Director and approved his remuneration on April 18, 2022. The appointment and remuneration was also
approved by the shareholders on April 29, 2022. Considering the contribution of Mr. Parthasarathy

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 Vankipuram Srinivasa, Independent Director of the Company to the Board’s decision-making process
through his expertise, insights and guidance, it is proposed to revise his remuneration from INR 25,00,000/-
per annum to INR 35,00,000/- per annum with effect from April 01, 2025.This revised remuneration shall
be in addition to the sitting fee and reimbursement expenses related to attending meetings of Board of
Directors and its Committees, as approved by the Board and members of the Company from time to time,
and subject to limits prescribed under Schedule V of the Companies Act, 2013.

The Company has not defaulted in payment of dues to any bank or public financial institution or any other
secured creditors.

Additional information pursuant to Schedule V of the Act:

I. General Information
1. Nature of industry The Company is primarily engaged in the business of
providing online search-related services, information
about new and used automobiles to the consumers and
automobile dealers. The Company is an online service
provider which connects automobile dealers and
customers. It also provides through its websites
namely Cardekho.com, Bikedekho.com
PriceDekho.com, and Zigwheels.com internet
marketing and technology solutions to Original
Equipment Manufacturers (“OEM's”) and dealers.

It also has tie-ups with OEM's and automotive dealers

and provides them with rich array of tech-enabled
tools. These are web-based and mobile applications
for dealer sales executives to manage leads, cloud
services for tracking sales performance, call tracker
solutions, digital marketing support, virtual online
showroom, and outsourced lead management
operational processes for taking consumers from
enquiry to sale.

2. Date or expected date of commencement Not Applicable, since the Company has already
of commercial production commenced business activity. The Company was
incorporated on 21st December 2006.

3. In case of new companies, expected date Not Applicable

of commencement of activities as per
project approved by financial institutions
appearing in the prospectus

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 4. Financial performance based on given
indicators as per Audited Financial Particulars F.Y. 2023-24 (amount
Statements for the year ended 31st March, in INR Lakhs)
2024 Total Income 77,715
Depreciation 879
Tax Expense -
Total Expense 73,986
Net Profit/(Loss) (903)
Paid-up Capital 45.73
Reserves and Surplus 1,60,749

5. Foreign investments or collaborations, if The Company has received Foreign Direct Investment
any under FDI guidelines. As on the date of this notice, out
of total shareholding of the Company, 70.64%
(approx.) on diluted basis, is held by Foreign Investor.
Further, the Company has following foreign
subsidiaries:

1. Carbay Pte. Ltd., Singapore (Subsidiary)

2. PT. Carbay Services Indonesia, Indonesia
(Step down subsidiary)
3. Carbay Philippines Inc., Philippines (Step
down subsidiary)
4. Carbay Services Malaysia Sdn. Bhd.,
Malaysia (Step down subsidiary)
5. Carbay Finserv Pte. Ltd. (Singapore) (Step
down subsidiary)
6. OTO (Thailand) Co. Ltd. (Thailand) (Step
down subsidiary)
7. Pt. Finsso Nusantara Finance, (Step down
subsidiary)

II. Information about the appointee:

1. Background Details Dr. V S Parthasarathy is a distinguished business

and corporate leader with nearly four decades of
extensive experience in finance, technology, strategy,
and corporate governance. He is best known for his
strategic leadership roles, especially in the automobile,
technology, and IT services sectors. His expertise
spans public markets, stakeholder management,
financial management, operations, mergers and
acquisitions, and digital transformation. With his
gracious presence as an Independent Board member
on a few of the most impactful companies in this
country, he is playing a vital role in building Bharat
2.0.

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 2. Past Remuneration Rs. 25,00,000/- per annum

3. Recognition or awards -Yes Bank Hall of Fame Award;

- Best CFO of India Award by IMA Corporate
Excellence Awards;
- Digital Icon of India Award by HPE;
- CIO 100 – Hall of Fame by CIO after winning the
awards for four consecutive years.
Recently, he has being awarded by IDEA Awards,
2025 – Best Independent Director (Unlisted
Company).

4. Job profile and suitability The Independent Director are expected to devote such
time as is necessary for the proper performance of their
duties and as an Independent Director and will be
involved in a number of board and committee
meetings each year.

The Independent Director is expected to perform

his/her duties, whether statutory, fiduciary or common
law, faithfully, efficiently and diligently to a standard
commensurate with both the functions of his/ her role
and knowledge, skills and experience. The
Independent Director will have to perform all the usual
duties as an independent director under Company law,
including attendance at board meetings, the annual
general meeting, meetings of independent directors,
meetings with investors and shareholders and other
Board events such as site visits, together with such
additional duties as may be agreed with the Board, and
which may relate to the business of the Company or
any other member of the Group. The Independent
Director will be required to serve on such committees
as the Board may request and on the board of material
subsidiaries of the Company.

The Independent Directors are highly experienced

professionals who have specialized knowledge and
skills to guide the Company. Hence, their vast
experience and knowledge are best suitable for the
Company.

5. Remuneration proposed INR 35,00,000/- (Rupees Thirty-Five Lakh only), in

addition to the sitting fees and re-imbursement of
expenses for attending the Meetings of the Board of
Directors and Committees thereof.

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 6. Comparative remuneration profile with The Company has done an internal benchmarking and
respect to industry, size of the Company, basis the same, the remuneration is justifiable
profile of the position and person (in case considering the size and scale of the Company. Also,
of expatriates the relevant details would be the proposed Independent Director of the Company is
with respect to the country of his origin) highly experienced professionals who have
specialized knowledge and skills to guide the
Company on latest technological developments,
global market trends, consumer behavior,
consumption pattern and other relevant indicators for
business enhancement and product mix.

Hence, the remuneration proposed to him is justified

and commensurate with the size of the Company in the
industry.

7. Pecuniary relationship directly or There is no pecuniary relationship of the appointee

indirectly with the Company, or relationship independent director with Company or with any
with the managerial personnel, if any. managerial personnel other than remuneration and
sitting fees proposed to be paid to the appointee
independent director, as mentioned in the aforesaid
resolution.

III. Other Information

1. Reasons of loss or inadequate profits The Company has made investments in various
business segments, which resulted into losses.

2. Steps taken or proposed to be taken for The Company has several revenue drivers i.e., media
improvement solutions offered to car manufacturers, technology
solutions offered to dealers, lead business etc. and the
Company is confident to earn sufficient revenues in
the coming years to cover its operating expenses going
forward.

3. Expected increase in productivity and The revenues of the various business segments of the
profits in measurable terms Company have increased significantly. The Company
expects to surpass the current growth rate in the
coming financial year and going forward.

Except Mr. Parthasarathy Vankipuram Srinivasa, none of the other Directors and Key Managerial
Personnel of the Company, or their relatives, are concerned or interested, financially or otherwise, in the
Resolution at Item No. 3 of the accompanying notice.

The Board recommends the Special Resolution to Item No. 3 of the notice for the approval of the members
by way of Special Resolution.

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 Item No. 4: To approve alteration in the object clause of Memorandum of Association of the
Company.

It is hereby informed that the Company has executed a Business Transfer Agreement with Girnarsoft
Automobiles Private Limited (GAPL), a wholly owned subsidiary of the Company on July 31, 2024 for
the transfer of the B2B Auction and Classified Business of GAPL to the Company. Now the Company is
proposing to do business transfer of the residual business of GAPL i.e. used car C2D and B2B upskilling
and learning & development programs, B2C upskilling and sourcing, training and recruitment services to
corporates (“Crack-Ed business”). For such purposes, the Company is required to alter the main objects of
the Company to include the business proposed to be transferred from GAPL.

To carry out the aforesaid business activities, the Object Clause of the Memorandum of Association
(“MOA”) of the Company is required to be amended to include the same in the MOA. The Board of
Directors in its meeting held on March 12, 2025, has approved the amendment to the MOA of the Company
subject to the approval of the shareholders of the Company. Pursuant to Section 13 of the Companies Act
2013, any alteration to the Memorandum of Association requires approval of the shareholders by way of a
Special Resolution.

None of the Directors, or their relatives, are in any way concerned or interested in the Resolution at Item
No. 4 of the accompanying notice.

The Board of Directors recommends the resolution under Item no. 4 of the accompanying notice, for the
approval of the members by way of Special Resolution.

Item No. 5: To approve an increase in Authorized Share Capital of the Company and subsequent
alteration of the capital clause of Memorandum of Association.

It is hereby informed that in connection with the Company’s proposed plans of capital structuring and
initial public offerings in future and to ensure adequate capital structure alignment including bonus issue
and other capital restructuring, it is proposed to increase the authorised share capital of the Company in
accordance with the applicable provisions of the Companies Act, 2013.

Clause V of the Memorandum of Association of the Company specifies Authorised Share Capital of the
Company which at present is Rs 50,77,380 (Fifty Lakh Seventy-Seven Thousand Three Hundred Eighty)
divided into 3,97,644 (Three Lakh Ninety Seven Thousand Six Hundred Forty Four) Equity Shares of Re.
1/- (Rupee One) each; 2,356 (Two Thousand Three Hundred Fifty Six) Series 1 Equity Shares of Re. 1/-
(Rupee One) each; 47,699 (Forty Seven Thousand Six Hundred Ninety Nine) 0.0001% Series A
Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten) each; 24,300 (Twenty
Four Thousand Three Hundred) 0.0001% Series A1 Compulsorily Convertible Cumulative Preference
Shares of Rs.10/- (Rupees Ten) each; 49,953 (Forty Nine Thousand Nine Hundred Fifty Three) 0.0001%
Series B Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten) each; 11,648
(Eleven Thousand Six Hundred Forty Eight) 0.0001% Series B2 Compulsorily Convertible Cumulative
Preference Shares of Rs.10/- (Rupees Ten) each, 15,400 (Fifteen Thousand Four Hundred) 0.0001% Series
B3 Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten) each, 1,000 (One
Thousand) 0.0001% Series B4 Compulsorily Convertible Cumulative Preference Shares of Rs.10/-
(Rupees Ten) each, 2,400 (Two Thousand Four Hundred) 0.0001% Series B5 Compulsorily Convertible

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 Cumulative Preference Shares of Rs.10/- (Rupees Ten) each, 619 (Six Hundred Nineteen) 0.0001% Series
B6 Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten) each, 1,28,649 (One
Lakh Twenty Eight Thousand Six Hundred Forty Nine ) 0.0001% Series C Compulsorily Convertible
Cumulative Preference Shares of Rs.10/- (Rupees Ten) each, 53,846 (Fifty Three Thousand Eight Hundred
and Forty Six) 0.0001% Series D Compulsorily Convertible Cumulative Preference Shares of Rs.10/-
(Rupees Ten) each, 12,224 (Twelve Thousand Two Hundred and Twenty Four) 0.0001% Series D1
Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten) each and 1,20,000 (One
Lakh Twenty Thousand) 0.0001% Series E Compulsorily Convertible Cumulative Preference Shares of
Rs.10/- (Rupees Ten) each.

After the alteration of the Capital Clause, the total Authorized Share Capital will be Rs. 60,00,00,000
(Rupees Sixty Crores) divided into 58,86,20,264 (Fifty Eight Crores Eighty Six Lakh Twenty Thousand
Two Hundred and Sixty Four) Equity Shares of Re. 1/- (Rupee One) each; 17,02,356 (Seventeen Lakh
Two Thousand Three Hundred Fifty Six) Series 1 Equity Shares of Re. 1/- (Rupee One) each; 47,699
(Forty Seven Thousand Six Hundred Ninety Nine) 0.0001% Series A Compulsorily Convertible
Cumulative Preference Shares of Rs.10/- (Rupees Ten) each; 24,300 (Twenty Four Thousand Three
Hundred) 0.0001% Series A1 Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees
Ten) each; 49,953 (Forty Nine Thousand Nine Hundred Fifty Three) 0.0001% Series B Compulsorily
Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten) each; 11,648 (Eleven Thousand Six
Hundred Forty Eight) 0.0001% Series B2 Compulsorily Convertible Cumulative Preference Shares of
Rs.10/- (Rupees Ten) each, 15,400 (Fifteen Thousand Four Hundred) 0.0001% Series B3 Compulsorily
Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten) each, 1,000 (One Thousand) 0.0001%
Series B4 Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten) each, 2,400
(Two Thousand Four Hundred) 0.0001% Series B5 Compulsorily Convertible Cumulative Preference
Shares of Rs.10/- (Rupees Ten) each, 619 (Six Hundred Nineteen) 0.0001% Series B6 Compulsorily
Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten) each, 1,28,649 (One Lakh Twenty
Eight Thousand Six Hundred Forty Nine) 0.0001% Series C Compulsorily Convertible Cumulative
Preference Shares of Rs.10/- (Rupees Ten) each, 53,846 (Fifty Three Thousand Eight Hundred and Forty
Six) 0.0001% Series D Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten)
each, 12,224 (Twelve Thousand Two Hundred and Twenty Four ) 0.0001% Series D1 Compulsorily
Convertible Cumulative Preference Shares of Rs.10/- (Rupees Ten) each, 1,20,000 (One Lakh Twenty
Thousand) 0.0001% Series E Compulsorily Convertible Cumulative Preference Shares of Rs.10/- (Rupees
Ten) each and 50,00,000 (Fifty Lakh ) 0.0001% Series F Compulsorily Convertible Cumulative Preference
Shares of Re. 1/- (Rupee One) each.

Alteration of the Capital Clause of the Memorandum of Association of the Company is proposed in
consequence of the increase in the Authorized Share Capital of the Company.

As per Sections 13 and 61 of the Companies Act, 2013 (“Act”), any increase in the Authorized Share
Capital and the consequent amendment to the Memorandum of Association of the Company requires the
consent and approval of the Members of the Company by passing an ordinary resolution in the General
Meeting.

None of the Directors, key managerial person or their respective relatives is/are concerned or interested
financial or otherwise in the Resolution at Item No. 5 of the accompanying notice.

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 The Board of Directors recommends the resolution stated at Item No. 5 of the accompanying Notice, for
the approval of the Members of the Company by way of an Ordinary Resolution.

By Order of the Board of Directors

For Girnar Software Private Limited

Sd/-
Gaurav Dutta
Company Secretary
Membership Number: A24445

Date: 13.03.2025
Place: Gurugram

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 ANNEXURE - A

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]

CIN: U72200RJ2006PTC023499
Name of the Company: Girnar Software Private Limited
Registered Office: Girnar-21, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur- 302004,
Rajasthan

Name of the Member:

Registered Address:

E-Mail Id: Folio No. / Client ID: DP Id: -

I/We, being the member (s) of _______ shares of the above-mentioned company, hereby appoint:

1. 1. Name: …………………… 2. 2. Name: …………………… 3. 3. Name: ……………………

Address: ………………… Address: ………………… Address: …………………
E-mail Id: ……………….. E-mail Id: ……………….. E-mail Id: ………………..
Signature:……………….. Signature:……………….. Signature:………………..

As my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the Extra-Ordinary
General Meeting of the Company to be held at a shorter notice on March 21, 2025 at 4:00 P.M. at 5th Floor,
Jaipur Textile Market, B-2, Near Model Town, Malviya Nagar, Jaipur, Rajasthan- 302017 and any
adjournment thereof in respect of such resolution set out in the Notice convening the Meeting, as are
indicated below:
S. No. Resolution For Against
Special Business
Item To appoint Ms. Sutapa Banerjee (DIN: 02844650) as Independent Director of the
No. 1 Company.
Item To approve payment of remuneration to Ms. Sutapa Banerjee (DIN: 02844650),
No. 2 Independent Director of the Company.
Item To approve the revision in remuneration of Mr. Parthasarathy Vankipuram
No. 3 Srinivasa (DIN: 00125299), Independent Director of the Company.
Item To approve alteration in the object clause of Memorandum of Association of the
No. 4 Company.
Item To approve an increase in Authorized Share Capital of the Company and
No. 5 subsequent alteration of the capital clause of Memorandum of Association.

Signed this _________day of ______ 2025

Affix revenue stamp
Signature of Shareholder
Signature of Proxy Holder(s)

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 ANNEXURE - B

GIRNAR SOFTWARE PRIVATE LIMITED

Regd. Off: ‘GIRNAR’ 21, Govind Marg,
Moti Doongari Road, Dharam Singh Circle, Jaipur –302 004
CIN: U72200RJ2006PTC023499; website: www.cardekho.com;
e-mail: [email protected]; Ph.: 01243041400

ATTENDANCE SLIP
(To be presented at the entrance)

EXTRAORDINARY GENERAL MEETING DATED MARCH 21, 2025 AT 4:00 P.M. (IST) AT 5TH
FLOOR, JAIPUR TEXTILE MARKET, B-2, NEAR MODEL TOWN, MALVIYA NAGAR,
JAIPUR, RAJASTHAN- 302017.

Folio No. _________________

DP ID No. ______________________Client ID No.____________

Name of the Member________________________________

Signature______________________

Name of the Proxyholder____________________________

Signature_______________________

Note: Only Member/Proxy holder can attend the Meeting.

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]
 ANNEXURE - C

ROUTE MAP TO REACH THE EGM VENUE

Source - Google Maps:

Girnar Software Pvt. Ltd.

Regd. Office: 21 Girnar, Govind Marg, Moti Doongari Road, Dharam Singh Circle, Jaipur-302004, Rajasthan.
Corporate Office (Gurugram): 9th Floor, M3M IFC, Golf Course Extension Road, Sector 66, Gurugram- 122 002, Haryana, India
Tel: 124-680-3700 | www.cardekho.com | CIN: U72200RJ2006PTC023499 | [email protected]