AGM Notice

METROPOLITAN STOCK EXCHANGE OF INDIA LIMITED

Registered Office: 205(A), 2nd Floor, Piramal Agastya Corporate Park,
Kamani Junction, L.B.S. Road, Kurla (West), Mumbai – 400070, Maharashtra, India
CIN: U65999MH2008PLC185856, LEI: 3358002YCEYDX7UK4352
Tel. +91 22 6112 9000/ Website: www.msei.in / E-mail: secretarial@msei.in

NOTICE OF 16TH ANNUAL GENERAL MEETING

NOTICE is hereby given that the 16th Annual General Meeting (“AGM”) of Shareholders of Metropolitan Stock Exchange of India Limited (“MSE”)
will be held on Thursday, 19th December 2024 at 02:00 p.m. (IST) through Video Conferencing (“VC”)/ Other Audio-Visual Means (“OAVM”) to
transact the following businesses:
ORDINARY BUSINESS
1) ADOPTION OF FINANCIAL STATEMENTS:
To receive, consider and adopt the Audited Financial statements (including Audited Consolidated Financial Statements) of the
Company for the Financial Year ended March 31, 2024 and the Reports of the Board of Directors and Auditors thereon.
2) RE-APPOINTMENT OF NON-INDEPENDENT DIRECTOR, WHO RETIRES BY ROTATION
To appoint a Director in place of Mr. Manoj Kunkalienkar (DIN: 00019200), Non-Independent Director, who retires by rotation at this
Annual General Meeting and being eligible, offers himself for re-appointment, subject to approval of Securities and Exchange Board
of India (SEBI).
3) APPOINTMENT OF AUDITORS:
To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to provisions of Section 139, 142, and other applicable provisions of the Companies Act, 2013, if any, read
with the Companies (Audit & Auditors) Rules, 2014, including any statutory enactment or modification thereof, the appointment of M/s.
R Kabra & Co LLP, Chartered Accountants (FRN: 104502W/W100721) be and are hereby appointed as the Statutory Auditors of the
Company to hold such office for a period of five years from the conclusion of this Annual General Meeting (AGM) till the conclusion of
21st Annual General Meeting of the Company at such remuneration plus actual out of pocket expenses and applicable taxes, etc. as
may be mutually agreed to between the Board of Directors and the Auditors.”
SPECIAL BUSINESS
4) TO APPOINT MR. ASHOK KUMAR DOGRA (DIN: 07074297) AS AN (INDEPENDENT DIRECTOR) PUBLIC INTEREST DIRECTOR.
To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board
of Directors through circular resolution passed on January 16, 2024 and in accordance with the provisions of Section 149 and 152
read with Schedule IV and all other applicable provisions of the Companies Act, 2013 (“Act”) and the Companies (Appointment and
Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force)
and Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 (hereinafter referred as ‘SECC
Regulations, 2018’), as amended from time to time and Articles of Association of the Company, and in terms of the approval of the
Securities and Exchange Board of India vide its letter dated January 8, 2024, and such other approvals as may be necessary, and such
conditions as may be prescribed by the authorities, consent of the Members be and is hereby accorded for the appointment of Mr.
Ashok Kumar Dogra (DIN: 07074297) as (Independent Director) Public Interest Director of the Company w.e.f. January 16, 2024, for 3
(three) consecutive years, not liable to retire by rotation, commencing from January 16, 2024 upto January 15, 2027 and who meets
the criteria for independence as provided in Section 149(6) of the Act along with the rules framed thereunder, and who has submitted
a declaration to that effect, and who is eligible for appointment as an Independent Director of the Company and in respect of whom
the Company has received a notice in writing under Section 160 of the Act from a shareholder proposing his candidature for the office
of Director.
RESOLVED FURTHER THAT any Director, Managing Director and Chief Executive Officer, Chief Financial Officer, Chief Regulatory
Officer & Compliance Officer and Head-Legal & Company Secretary be and are hereby severally authorized to take necessary steps
as may be required to give effect to the resolution and matters related thereto.”
By Order of the Board of Directors

Durgesh Kadam
Date: 11th November, 2024 Head - Legal & Company Secretary
Place: Mumbai Membership no. F8496
1 16th Annual Report 2023-24
Metropolitan Stock Exchange of India Limited

Notes:
1. An Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”) in respect of the businesses to be
transacted at the AGM along with details pursuant to Regulations issued by Securities and Exchange Board of India (“SEBI”) and other
applicable laws annexed hereto.
2. All the documents referred to in the accompanying Notice and Explanatory Statement shall be available for inspection electronically.
Members seeking to inspect such documents can send an email to secretarial@msei.in
3. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed and pursuant to the Circular
No. 14/2020 dated April 08, 2020, Circular No.17/2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by
Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021, Circular 09/2024 dated September 19,
2024 and all other relevant circulars issued from time to time, physical attendance of the Members to the AGM venue is not required
and general meeting be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and
participate in the ensuing AGM through VC/OAVM.
4. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to
attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised
representatives to attend the AGM through VC/OAVM and participate there at and cast their votes through e-voting.
5. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of
the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be
made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding
2% or more shareholding), Promoters, Institutional Investors, Directors, Key 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.
6. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under
Section 103 of the Companies Act, 2013.
7. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and
Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations
2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05,
2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For
this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting
through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well
as venue voting on the date of the AGM will be provided by NSDL.
8. Since the AGM will be held through VC/ OAVM, the Route Map is not annexed in this Notice. The proceedings of the AGM shall be
deemed to be conducted at the Registered Office of the Company located at 205(A), 2nd Floor, Piramal Agastya Corporate Park,
Kamani Junction, L.B.S Road, Kurla (West), Mumbai - 400070 which shall be the deemed venue of AGM.
9. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the copy of Annual Report along with
the Notice of the AGM has been uploaded on the website of the Company at www.msei.in. The copy of Annual Report along with the
Notice of the AGM is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.
com.
10. Corporate/ Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are required to send a scanned copy (PDF/ JPG Format)
of its Board or governing body resolution/ authorization etc., authorizing its representative to attend the AGM through VC/ OAVM on
its behalf and to vote through e-voting during the AGM. The said resolution/ authorization shall be sent through the registered email
address to the Scrutinizer at ramakant.kini@sterlingassociates.in and/ or on evoting@nsdl.co.in (agency providing e-voting facility).
Institutional/ Corporate Shareholders are encouraged to attend and vote at the AGM through VC/ OAVM.
11. Pursuant to Regulation 46 of Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018,
(“SECC”) the securities of a Recognized Stock Exchange are required to be maintained in Demat mode. Further, in terms of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), securities of listed companies can only
be transferred in Demat mode w.e.f. April 1, 2019. 100% of the securities of the Exchange are held in Demat mode.
12. Members who have not yet registered their e-mail addresses are requested to register the same with their DP in case the shares are
held by them in demat mode.
13. To register e-mail address for all future correspondence and for updating other details, please get the details registered/updated only
by contacting respective DP.
14. SEBI has mandated submission of PAN by every participant in the securities market. Members holding shares in demat mode are,
therefore, requested to submit their PAN to their DP.
15. As per the provisions of Section 72 of the Act, the facility for submitting nomination is available for Members in respect of the shares
held by them. Members who have not yet registered their nomination are requested to register the same with their DP in case the
shares are held by them in demat mode.
16. At the Eleventh Annual General Meeting held on September 23, 2019, M/s T. R. Chadha & Co. LLP, Chartered Accountants (Firm
Registration No. 006711N/N500028), Mumbai (“TRC”) were appointed as the Statutory Auditors of the Company for from the
conclusion of the Eleventh Annual General Meeting until the conclusion of the Sixteenth Annual General Meeting of the Company to
be held in FY 2024.
In view of the tenure of the existing Auditor of the Company i.e. M/s T. R. Chadha & Co. LLP, Chartered Accountants (Firm Registration
No. 006711N/N500028), Mumbai, ending at the Sixteenth AGM of the Company, based on the recommendation of Audit Committee,

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 AGM Notice

the Board of Directors of the Company, at its meeting held on June 19, 2024 had approved the appointment of M/s R Kabra & Co
LLP, Chartered Accountants (Firm Registration No. 104502W/W100721) as Statutory Auditors of the Company, for a period of five
consecutive years viz. FY 2024-25 to FY 2029-30 from the conclusion of the Sixteenth AGM till the conclusion of the Twenty first
Annual General Meeting of the Company to be held in 2029, subject to approval of the Shareholders. The Register of Directors’ and
Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts
or Arrangements in which the Directors are interested under Section 189 of the Companies Act, 2013 will be available for inspection
electronically from 0¬¬3:00 P.M till the conclusion of the meeting on the date of AGM. Once clicked on the link for inspection, window
of 30 minutes will be made available to the concerned member.
17. The term ‘Members’ has been used to denote Shareholders of Metropolitan Stock Exchange of India Limited.
18. The Audited Accounts of the Company and its subsidiary Company are available on the Company’s website at www.msei.in .
19. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA
Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May
05, 2020 and MCA Circular No. 2/2021 dated January 13, 2021, Circular 09/2024 dated September 19, 2024.
20. PROCEDURE AND INSTRUCTIONS FOR E-VOTING
1. Shareholders will be able to attend the Meeting through VC/OAVM by using their remote e-voting login credentials and
selecting the EVENT for the Meeting. The facility to join the Meeting shall be kept open 15 minutes before the scheduled
time of commencement of the Meeting. Shareholders are requested to join the Meeting by following the procedure given
in this Notice
2. The facility of participation at the AGM through VC/ OAVM will be made available for 1000 members on first come first served
basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional
Investors, Directors, Key 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. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members
may access by following the steps mentioned below for Access to NSDL e-Voting system. After successful login, you can
see link of “VC/OAVM link” placed under “Join meeting” menu against Company name. You are requested to click on VC/
OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the
EVENT of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting
or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned
in the notice to avoid last minute rush.
4. Members are requested to join the Meeting through Laptops for better experience and will be required to allow camera
and use internet with a good speed to avoid any disturbance during the meeting. Please note that participants connecting
from Mobile Devices or Tablets or through Laptop connected via mobile hotspot may experience audio/video loss due to
fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to mitigate any
kind of glitches.
5. Members facing any technical issue in login before / during the AGM can contact NSDL helpdesk by sending a request at
evoting@nsdl.co.in or call at toll free no.:. 1800-21-09911and 022 - 4886 7000
21. PROCEDURE TO RAISE QUESTIONS / SEEK CLARIFICATIONS WITH RESPECT TO ANNUAL REPORT:
1. Speaker Registration prior to AGM: As the Meeting is being conducted through VC / OAVM, Shareholders can express
their views1800-21-09911and 022 - 4886 7000 send their queries in advance mentioning their name, DP Id / Client Id /
Folio Number, and mobile number to secretarial@msei.in to enable smooth conduct of Meeting. Members may register
themselves as speakers for the AGM to post their queries and speaker registration shall commence on Monday, December
16, 2024 at 9:00 A.M. and close on Wednesday, December 18, 2024 at 5:00 P.M. Those Members who have registered
themselves as a speaker will only be allowed to express their views/ask questions during the AGM. Speakers are requested
to submit their questions at the time of registration, to enable the Company to respond appropriately.
2. When a pre-registered speaker is invited to speak at the meeting but he / she does not respond, the next speaker will be
invited to speak. Accordingly, all speakers are requested to get connected to a device with a video/ camera along with good
internet speed.
3. The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, to ensure the
smooth conduct of the AGM.
22. PROCEDURE FOR REMOTE E-VOTING AND E-VOTING DURING THE AGM
1. Members whose name appears in the Register of Members or in the Register of Beneficial Owners maintained by the
depositories as on the cut-off date i.e., Thursday, December 12, 2024 shall only be entitled to attend and vote at the AGM.
A person who is not a Member as on the cut-off date should treat this Notice of AGM for information purpose only.
2. Any person who acquires shares of the Company and becomes member of the Company after the notice is sent through
e-mail and holding shares as of the cut-off date i.e. Thursday, December 12, 2024, may obtain the login ID and password
by sending a request at evoting@nsdl.co.in. However, if you are already registered with NSDL for remote e-voting, then you
can use your existing user ID and password for casting your vote. If you forget your password, you can reset your password
by using “Forgot User Details/Password” or “Physical User Reset Password” option available on www.evoting.nsdl.com or
call on toll free no. 1800-21-09911and 022 - 4886 7000. In case of Individual Shareholders holding securities in demat mode
who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding

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Metropolitan Stock Exchange of India Limited

shares as of the cut-off date i.e. Thursday, December 12, 2024, may follow steps mentioned in the Notice of the AGM under
Step 1 :“Access to NSDL e-Voting system”.
3. The remote e-voting period commences on Monday December 16, 2024 (9:00 A.M. IST) and ends on Wednesday, December
18, 2024 (5:00 P.M. IST). During this period, Members of the Company, holding shares as on the cutoff date i.e., Thursday,
December 12, 2024, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by NSDL for
voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it
subsequently. In addition, the facility for voting through electronic voting system shall also be made available during the
AGM. Members attending the AGM who have not cast their vote by remote e-voting shall be eligible to cast their vote
through e-voting during the AGM. Members who have voted through remote e-voting shall be eligible to attend the AGM,
however, they shall not be eligible to vote at the meeting.
23. Procedure and instruction for attending AGM through VC/ OAVM, remote E Voting and E-VOTING at the AGM
The remote e-voting period begins on Monday December 16, 2024 (9:00 A.M. IST) and ends on Wednesday, December 18, 2024
(5:00 P.M. IST). The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in
the Register of Members/Beneficial Owners as on the record date (cut-off date) i.e. Thursday, December 12, 2024 may cast their vote
electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company
as on the cut-off date, being Thursday, December 12, 2024.
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
A) 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.
Login method for Individual shareholders holding securities in demat mode is given below:
Type of shareholders Login Method
Individual Shareholders holding securities 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.
in demat mode with NSDL. 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 name or e-Voting service provider i.e. NSDL and
you will be re-directed to e-Voting website 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 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.
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede”
facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders holding securities 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing
in demat mode with CDSL 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 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 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.
Individual Shareholders (holding securities You can also login using the login credentials of your demat account through your
in demat mode) login through their Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in,
depository participants 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 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 abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository
i.e. NSDL and CDSL.

Login type Helpdesk details

Individual Shareholders holding securities Members facing any technical issue in login can contact NSDL helpdesk by sending a
in demat mode with NSDL request at evoting@nsdl.com or call at 022 - 4886 7000
Individual Shareholders holding securities Members facing any technical issue in login can contact CDSL helpdesk by sending a
in demat mode with CDSL request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800-21-09911

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in
demat mode and shareholders holding securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. 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.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’
section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing
IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step
2 i.e. Cast your vote electronically.
4. Your User ID details are given below :
Manner of holding shares i.e. Demat (NSDL or Your User ID is:
CDSL) or Physical
a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client ID
account with NSDL. For example if your DP ID is IN300*** and Client ID is 12****** then your
user ID is IN300***12******.

5 16th Annual Report 2023-24

Metropolitan Stock Exchange of India Limited

b) For Members who hold shares in demat 16 Digit Beneficiary ID

account with CDSL. For example if your Beneficiary ID is 12************** then your user ID is
12**************
c) For Members holding shares in Physical EVEN Number followed by Folio Number registered with the company
Form. For example if folio number is 001*** and EVEN is 101456 then user ID is
101456001***

5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was
communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the
system will force you to change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicat-
ed to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open
the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for
NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The
.pdf file contains your ‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders
whose email ids are not registered.
6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:
a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL)
option available on www.evoting.nsdl.com.
b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.
com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com
mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of
NSDL.
7. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.
8. Now, you will have to click on “Login” button.
9. After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.
How to cast your vote electronically and join General Meeting on NSDL e-Voting system?
1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and
whose voting cycle and General Meeting is in active status.
2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote
during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.
3. Now you are ready for e-Voting as the Voting page opens.
4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you
wish to cast your vote and click on “Submit” and also “Confirm” when prompted.
5. Upon confirmation, the message “Vote cast successfully” will be displayed.
6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format)
of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signato-
ry(ies) who are authorized to vote, to the Scrutinizer by e-mail to ramakant.kini@sterlingassociates.in with a copy marked
to evoting@nsdl.com. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board

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Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed
under "e-Voting" tab in their login.
2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password
confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password.
In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?”
option available on www.evoting.nsdl.com to reset the password.
3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for
Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request
to Ms. Veena Suvarna at evoting@nsdl.com

24. Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and
registration of e mail ids for e-voting for the resolutions set out in this notice:
1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share
certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar
Card) by email to secretarial@msei.in .
2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name,
client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self
attested scanned copy of Aadhar Card) to (secretarial@msei.in). If you are an Individual shareholders holding securities in
demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and
joining virtual meeting for Individual shareholders holding securities in demat mode.
3. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for
e-voting by providing above mentioned documents.
4. 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 required to update their mobile number and email ID correctly in their demat
account in order to access e-Voting facility.
25. THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE AGM ARE AS UNDER:-
1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote
on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through
e-Voting system in the AGM.
3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to
vote at the AGM.
4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the
AGM shall be the same person mentioned for Remote e-voting.
26. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM ARE AS UNDER:
1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members
may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can
see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM
link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN
of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have
forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the
notice to avoid last minute rush.
2. Members are encouraged to join the Meeting through Laptops for better experience.
3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the
meeting.
4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot
may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable
Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
5. Shareholders who would like to express their views/have questions may send their questions in advance mentioning their
name demat account number/folio number, email id, mobile number at (secretarial@msei.in). The same will be replied by
the company suitably.
Declaration of Voting Results:
27. Mr. Ramakant Kini, (Enrol.no. MAH/2538/2006) Partner, Sterling Associates, has been appointed as the Scrutinizer to scrutinize the
e-voting and remote e-voting process in a fair and transparent manner. The Scrutinizer will submit the report to the Chairman or any
person authorised by him after completion of the scrutiny and the results of voting will be announced after the AGM of the Company.
Subject to receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the AGM. The result will
also be displayed on the website of the Company www.msei.in and https://www.evoting.nsdl.com (agency providing e-voting facility).

7 16th Annual Report 2023-24

Metropolitan Stock Exchange of India Limited

28. To enable ease of participation of the Members, we are providing below the key details regarding the meeting for your reference.
Sr. No. Particulars Details
1 Cut-off date for e-Voting Thursday, December 12, 2024
2 For updating Email ID & other details before the Cut-off Refer point no. 12
date for e-Voting
3 Time period for remote e-Voting Commences on Monday, December 16, 2024 at 9:00 AM
Ends on Wednesday, December 18, 2024 at 5:00 PM
4 Speaker Registration/ Post your Queries Refer point no. 22
By Order of the Board of Directors

Durgesh Kadam
Date: 11th November, 2024 Head - Legal & Company Secretary
Place: Mumbai Membership no. F8496

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Item No. 4:
SEBI had vide letter dated January 08, 2024 approved the appointment of Mr. Ashok Kumar Dogra as Public Interest Director of the Exchange
for a period of three years under provisions of SECC Regulations, 2018. The Board Vide Circular resolution dated January 16, 2024 approved the
name of Mr. Ashok Kumar Dogra as Public Interest Director (‘PID’) on the Board of Exchange. As per SECC Regulations, 2018 Mr. Ashok Kumar
Dogra is not liable to retire by rotation.
As per SECC Regulation 2(1)(o), Public Interest Director is an Independent Director and as per Section 150(2) of the Companies Act 2013, ap-
pointment of Independent Director shall be approved by shareholders in a general meeting.
Mr. Dogra is not disqualified from being appointed as Director in terms of Section 164 of the Act. The Company has also received declaration
from him that he meets with the criteria of independence as prescribed under subsection 149(6) of the Act. In the opinion of the Board, he fulfils
the conditions specified in the Companies Act, 2013 for such appointment as Independent Director.
Accordingly, the Board recommends the Resolution at Item No. 4 of the accompanying Notice for appointment of Mr. Dogra as an Independent
Director.
None of the Directors except Mr. Dogra, or key managerial personnel, or their relatives are concerned or interested, financially or otherwise, in
this resolution.

Details of Director seeking appointment at the forthcoming Annual General Meeting (In pursuance of Regulation 36(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 on General Meetings).

Name of Director Mr. Manoj Kunkalienkar Mr. Ashok Kumar Dogra

Category Non-Independent Director Public Interest Director
DIN 00019200 07074297
Date of first appointment January 16, 2024 January 16, 2024
on the Board
Item No. 2 4
Date of Birth August 08, 1959 May 23, 1962
Brief Resume and Mr. Manoj Kunkalienkar completed his education Mr. Ashok Kumar Dogra is a retired Director from
Expertise in specific from IIT Bombay, India’s premier institute, with B. Department of Financial Services, Ministry of Finance,
functional area Tech in Electrical Engineering (1981) and M. Tech in Govt. of India. Having spent more than 34 years
Computer Science (1983). Specializes in application across different ministries with an emphasis on
system performance consulting and has improved Financial Services for last 10 years. He had also been
performance of various applications in sectors namely on the Board of Directors of eminent banks and other
the Banking, Finance and Insurance sector. He has financial services companies as Independent Director
been working closely with Dr. Deepak Phatak and Dr. and Nominee Director (GOI). Led key initiatives like
N. L. Sarda of IIT Bombay providing consulting services Implementation of MUDRA scheme, Standup

8
 AGM Notice
Brief Resume and to prestigious organizations such as IIT Bombay, India, Finance Minister’s Annual Review Meeting,
Expertise in specific MTNL, Rashtriya Chemical Fertilizers Limited. monitoring of Budget announcements and matters
functional area At 3i Infotech his focus was on handling the software related to Standing Committee on Audit observations.
services. He was elevated to the board and his Rich experience of working on Parliament matters
responsibility included global technology services including Parliament Questions, Parliament
business, top and bottom line responsibility for Indian Assurances matters relating to Parliamentary
geography and support services like quality, PMO etc. Committees
After 3i Infotech, he was entrusted with a role of MD
& CEO at Saraswat Infotech where he transformed
SIL from an inward focused services company
(providing services to the parent) to customer focused
organization by offering bouquet of products and
services.
Currently he runs an IP-Led Services business, Soft.
Com India Pvt. Ltd.
Qualifications IIT Bombay, India’s premier institute, with B. Tech in Bachler of Science, Jammu University (1983),
Electrical Engineering (1981) and M. Tech in Computer Executive International MBA in Finance, United
Science (1983). Business Institute, Brussels, Belgium (2014)
Terms and Conditions Liable to retire by rotation Not liable to retire by rotation
of appointment/ re
appointment
Number of Meetings 2 2
of the Board attended
during the year
Remuneration drawn, if Sitting fees. As permitted under the Companies Act, Sitting fees. As permitted under the Companies Act,
any 2013. 2013.
Other Directorships 2 1
Chairman/Member of the 2 Nil
Committees of the Board
of Directors of other
companies in which he/
she is a Director
Committee position held Standing Committee on Technology, Chairman Members Committee, Chairman
in MSE* Stakeholders Relationship Committee, Chairman Audit Committee, Chairman
Audit Committee, Member Nomination and Remuneration Committee, Member
Members Committee, Member Standing Committee on Technology, Member
Nomination and Remuneration Committee, Member Regulatory Oversight Committee, Member
*Chairmanship and membership of Advisory Committee, Stakeholder Relationship Committee, Standing Committee on Technology, Regulatory
Oversight Committee, Risk Management, Delisting Committee, Member and Core Settlement Guarantee Fund Committee (MCSGF), Public
Interest Directors, Investment Committee, MSEI-Investor Protection Fund have been considered.

By Order of the Board of Directors

Durgesh Kadam
Date: 11th November, 2024 Head - Legal & Company Secretary
Place: Mumbai Membership no. F8496

Registered and Corporate Office:

205(A), 2nd Floor, Piramal Agastya Corporate Park,
Kamani Junction, LBS Road, Kurla (West),
Mumbai – 400070, Maharashtra, India.

9 16th Annual Report 2023-24