Nxtdigital : Shareholders meeting

Dear Member(s),

NOTICE is hereby given pursuant to the provisions of Section 110 and other applicable provisions of the Companies Act, 2013 ("the Act") read together with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules") (includinganystatutorymodification(s),clarification(s),substitution(s) or re-enactment(s) thereof for the time being in force), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended from time to time) ("SEBI Listing Regulations"), Secretarial Standard-2 issued by the Institute of Company Secretaries of India on General Meetings ("SS-2") and the relaxations and clarifications issued by Ministry of Corporate Affairs vide its Circular dated April 8, 2020, April 13, 2020, June 15, 2020, September 28, 2020, December 31, 2020, June 23, 2021, December 8, 2021 and May 5, 2022 ("MCA Circulars") and other applicable laws and regulations, if any, for seeking consent of the members of NXTDIGITAL Limited ("the Company"), to pass the proposed resolution mentioned below as Special Resolution through Postal Ballot including voting by way of electronic means ("e-voting").

The proposed resolution and explanatory statement pertaining to the said resolution, pursuant to Section 102(1) and other applicable provisions of the Act read with the Rules setting out all the material facts concerning the resolution mentioned in this Postal Ballot Notice and reasons thereof, is appended herewith for your consideration.

In terms of the MCA Circulars, the Company is allowed to send Postal Ballot Notice in electronic form only and hard copy of the Postal Ballot Notice along with the Postal Ballot Form and prepaid business reply envelope is not required to be sent to the shareholders for the Postal Ballot undertaken upto December 31, 2022. However, since the declaration of the result of the proposed Postal Ballot would extend beyond December 31, 2022, the Company, as a matter of good governance, is sending the Postal Ballot Notice to those shareholders whose name appear in the Register of Members / List of Beneficial Owners as on Friday, December 23, 2022, being the cut-offdate for the purpose, in electronic form to those shareholders whose e-mail address is registered with Kfin Technologies Limited ("KFin"), the Company's Registrar and Share Transfer Agent (RTA) or Depository Participants, and in physical form to those shareholders whose e-mail address is not so registered.

In compliance with Regulation 44 of the SEBI (Listing) Regulations read with SEBI Circular dated September 9, 2022 and the provisions of Section 108 and 110 of the Act read with the Rules

framed thereunder and the MCA Circulars, the Company is pleased to provide e-voting facility to its members to enable them to cast their votes electronically instead of dispatching the physical Postal Ballot Form by post. The instructions for e-voting are appended to this Notice and the instructions for voting through postal ballot are mentioned in the postal ballot form.

The period of e-voting shall commence on Thursday, December 29, 2022 at 9.00 a.m. (IST) and end on Saturday, January 28, 2023 at 5.00 p.m. (IST). The e-votingmodule shall be disabled by KFin for voting thereafter. If you are voting through Postal Ballot Form (i.e. Physical Ballot), you are requested to carefully read the instructions printed on the form enclosed herewith and return it duly completed and signed along with your assent (FOR) or dissent (AGAINST) in the attached self-addressedpostage prepaid business reply envelope, so as to reach to the Scrutinizer at the specified address on or before the close of working hours i.e. 5.00 p.m. (IST) on Saturday, January 28, 2023.

SPECIAL BUSINESS:

Approval for change of name of the Company from "NXTDIGITAL LIMITED" to "NDL VENTURES LIMITED" and consequent amendment to Memorandum of Association and Articles of Association of the Company:

To consider, and if thought fit, to pass the following resolution as a

Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 4, 5, 13, 14

• 15 and all other applicable provisions, if any, of the Companies Act, 2013, read with applicable Rules and Regulations framed there under (including any statutory modification(s), re-enactment(s) and amendment(s) thereof for the time being in force), SEBI (Listing obligations and Disclosure Requirement) Regulations, 2015 as amended from time to time and any other applicable law(s), regulation(s), guideline(s), the provisions of the Memorandum and Articles of Association of the Company and the uniform listing agreement entered by the Company with BSE Limited and National Stock Exchange of India Limited (the "Stock Exchanges") and subject to the approvals, consents, sanctions and permissions of Central Government/Stock Exchange(s) /appropriate regulatory and statutory authorities as may be necessary, consent of the Members of the Company be and is hereby accorded for changing the name of the Company from "NXTDIGITAL LIMITED" to "NDL
  VENTURES LIMITED".

RESOLVED FURTHER THAT Clause I of the Memorandum of Association of the Company be altered as under:

"The Name of the Company is NDL VENTURES LIMITED"

RESOLVED FURTHER THAT upon receipt of fresh Certificate of Incorporation consequent upon change of name, the old name, i.e., "NXTDIGITAL LIMITED" be substituted with the new name, i.e., "NDL VENTURES LIMITED" in the Memorandum and Articles of Association of the Company and be deemed substituted in all other necessary documents including agreements and contracts entered into by the Company and at all other places wherever appearing.

RESOLVED FURTHER THAT any of the Directors and /or Company Secretary of the Company, be and are hereby severally authorized to do and perform all such acts, deeds, matters and things as may be required or deemed necessary or incidental thereto including signing and filing all the e-forms and other documents with the statutory authorities, and to execute all such deeds, documents drafts, amendments, agreements and writings as may be necessary for and on behalf of the Company including appointing attorneys or authorized representatives under appropriate Letter(s) of Authority to appear before the Office of the Registrar of Companies (ROC) and other regulatory authorities and to file required documents and information to the Stock Exchanges, as may be applicable, to settle and finalize all issues that may arise in this regard in order to give effect to the above mentioned resolution and to delegate all or any of the powers conferred herein as they may deem fit."

By order of the Board of Directors, For NXTDIGITAL LIMITED

sd/- Ashish Pandey Company Secretary

Place: Mumbai

Date: December 19, 2022

NOTES:

1. An explanatory statement pursuant to Section 102(1) of the Act setting out all material facts and reasons for the aforesaid special business is annexed hereto as Annexure -1.
2. The Notice along with the instructions regarding e-voting and Postal Ballot Form are being sent by e-mail to all those Members, whose e-mail addresses are registered with the Company or the Registrar and Share Transfer Agent (RTA) or with the Depository(ies)/ Depository Participants and whose names appear in the register of members/list of beneficial owners as on the cut-off date i.e., Friday, December 23, 2022. In case of Members whose e-mail addresses are not registered, physical copy of Postal Ballot Notice alongwith Postal Ballot Form and instructions for voting are being sent by permitted mode along with a postage-prepaidself-addressed Business Reply Envelope (BRE). Any person who is not a Member as on the cut-off should treat this Notice for information purpose only.

1. In compliance with the provisions of Sections 110 and 108 of the Act read with the Rules, SS-2 and Regulation 44 of the SEBI (Listing) Regulations, as amended, read with SEBI Circular dated December 9, 2020, the Company is providing facility to the Members to exercise votes through e-voting for which the Company has engaged the services of KFin to enable them to cast their votes electronically.
2. The period of e-voting shall commence on Thursday, December 29, 2022 at 9.00 a.m. (IST) and end on Saturday, January 28, 2023 at 5.00 p.m. (IST). The e-voting module shall be disabled by KFin for voting thereafter. If you are voting through Postal Ballot Form (i.e. Physical Ballot), you are requested to carefully read the instructions printed on the form enclosed herewith and return it, duly completed and signed along with your assent (FOR) or dissent (AGAINST) in the attached self-addressed postage prepaid business reply envelope, so as to reach the Scrutinizer on or before the close of working hours i.e. 5.00 p.m. (IST) on Saturday, January 28, 2023. Please note that any Postal Ballot Form(s) received after that date will be treated as not having been received and once the vote is cast by the Member, the Member shall not be allowed to change it subsequently. It may be noted that e-voting is optional. Members of the Company as on cut-off date can opt for only one of the two modes of voting i.e. either through Postal Ballot Form or e-voting. If a Shareholder has voted through e-voting facility, he is not required to send the Postal Ballot Form.
   If a Shareholder votes through e-voting facility as well as casts their vote through the Postal Ballot Form, the votes cast through e-voting shall only be considered by the Scrutinizer and voting done by Postal Ballot will be treated as invalid.
3. The Postal Ballot Notice and Postal Ballot Form will be available on the website of the Company athttps://www.nxtdigital. co.in/investors/postal-ballot/, website of the e-voting service provider agency i.e. KFin at https://evoting.kfintech.com/and on the website of National Stock Exchange of India Limited at www.nseindia.comand BSE Limited at www.bseindia.com

and the same can be downloaded from there. All the Members of the Company as on the cut-off date shall be entitled to vote in accordance with the process specified in this Notice.

1. Members who wish to vote through physical Postal Ballot Form or in case a Member is desirous of obtaining a Postal Ballot Form, may download the Form from the Company's website athttps://www.nxtdigital.co.in/investors/postal- ballot/and send the duly completed and signed Postal Ballot Form so as to reach the Scrutinizer on or before 5.00 p.m. on Saturday, January 28, 2023.
2. In accordance with the MCA Circulars, the relevant documents referred to in this Notice will be made accessible for inspection through electronic mode. The documents will remain available from the date of dispatch of this Notice upto the last day of voting on the website of the Company athttps://www.nxtdigital.co.in/investors/postal-ballot/.

1. Members holding shares in dematerialized mode are requested to register/update their KYC details including e-mail address with the relevant Depository Participants. Members holding shares in physical form are requested to register/update their KYC details including e-mail address by submitting duly filled and signed Form ISR-1 ateinward.ris@ kfintech.comalong with the copy of the share certificate (front and back), self-attested copy of the PAN card and such other documents as prescribed in the Form. Form ISR-1 is available on the website of the Company at https://www.nxtdigital. co.in/investors/investors-assistance/and on the website of KFin at https://ris.kfintech.com/clientservices/isc/default. aspx#isc_download_hrd.
   In case of queries, Members are requested to write at einward. ris@kfintech.comor call at the toll-free number 1-800-309- 4001.
2. Members may please note that SEBI vide its Circular No. SEBI/ HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, has mandated the listed companies to issue securities in dematerialized form only while processing service requests viz. Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates/folios; transmission and transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR - 4, the format of which is available on the Company's website at https://www.nxtdigital.co.in/investors/investors- assistance/and on the website of the Company's Registrar and Transfer Agents, at https://ris.kfintech.com/clientservices/ isc/default.aspx#isc_download_hrd. It may be noted that any service request can be processed only after the folio is KYC Compliant.
3. SEBI vide its notification dated January 24, 2022, has mandated that all requests for transfer of securities including transmission and transposition requests shall be processed only in dematerialized form. In view of the same and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company's Registrars and Transfer Agents, KFIN for assistance in this regard.
4. As per the provisions of Section 72 of the Act and SEBI Circular dated November 3, 2021, the facility for making nomination is available for the Members in respect of the shares held by them. Members who have not yet registered their nomination are requested to register the same by submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination, he/she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the Company's website at https://www.nxtdigital.co.in/investors/investors-assistance/Members are requested to submit the said details to their DP

in case the shares are held by them in dematerialized form and to KFIN in case the shares are held in physical form.

Attention of the Members holding shares of the Company in physical form is invited to go through and submit the said Form ISR-1. The Form ISR-1 is also available on the website

of the Company at https://www.nxtdigital.co.in/investors/

investors-assistance/.Non-registration of KYC, Bank account details and nomination details by the physical shareholders on or before March 31, 2023 will result in freezing of the folio of the physical shareholders by RTA - KFIN and same shall be reverted to the normal status only upon receipt of all the KYC and nomination details/ dematerialization of such holdings.

1. The Board of Directors of the Company, at its meeting held on December 19, 2022, has appointed Ms. Rupal Jhaveri, Practicing Company Secretary (FCS No. 5441, CP No. 4225) Address: 207, 2nd Floor, Regent Chambers, 208, Jamnalal Bajaj Road, Nariman Point, Mumbai- 400 021. Tel.: 022 4344 0123 Email: rupal@csrdj.com, as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner and she has communicated her willingness to be appointed and will be available for the said purpose.
2. Postal Ballot Form and the self-addressed postage pre-paid envelopes are enclosed for use by the Member(s).
3. The Scrutinizer shall, after conclusion of the voting period, prepare report of the votes cast in favour or against, if any, and submit the same to the Chairman or any Director of the Company or any person authorized by him. The results of the voting will be announced on or before Tuesday, January 31, 2023 and will be displayed on Company's website at https:// www.nxtdigital.co.in/and the website of KFin at https:// evoting.kfintech.com/. The results will also be communicated to the stock exchanges within two working days from the last date of voting i.e. on or before Tuesday, January 31, 2023 and the outcome will be made available at the registered office of the Company.
   If the proposed resolution is assented by requisite majority, the resolution mentioned in this Notice shall be deemed to have been duly passed on the last date of e-voting i.e. Saturday, January 28, 2023 in terms of SS-2 issued by the Institute of Company Secretaries of India.
4. All the documents related to the abovementioned resolutions are open for inspection at the Registered Office of the Company on all working days (except Saturdays, Sundays and National Holidays) from 11:00 a.m. (IST) to 1:00 p.m. (IST) till Saturday, January 28, 2023.
5. The details of the process and manner for remote e-voting are explained hereinbelow: