NAVA BHARAT VENTURES LIMITED

NAVA BHARAT CHAMBERS, RAJ BHAVAN ROAD, HYDERABAD-500082, TELANGANA, INDIA

NAVA BHARAT

NBV/SECTL/742 /2018-19 February 20, 2019

Listing Department National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No.C/1, G Block Bandra Kurla Complex, Bandra (E) MUMBAI - 400 051 NSE Symbol : 'NBVENTURES'

Dept. of Corp.Services BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street MUMBAI - 400 00 1

Scrip Code: '513023'/'NBVENTURE'

Dear Sir,

Sub: Submission of postal ballot notice.

-oOo-

Pursuant regulation 30 read with Schedule III of SEBI(LODR) Regulations, 2015, please find enclosed postal ballot notice ("the Notice") along with postal ballot form which are being sent to all the members ofrecord as on Friday, February 15,2019 ("Cut-off date"), seeking their approval for the business as set out in the Notice. The members can vote either through postal ballot form or remote e-voting. The Company has engaged Karvy Fintech Pvt Ltd. (Karvy) for providing remote e-voting facility to all its members.

The voting (through postal ballot form or remote e-voting) will commence from 9.00 a.m. (IST) on Friday, February 22, 2019 to 5.00 p.m. (IST) on Saturday, March 23, 2019. The results of the postal ballot will be announced on or before 5.00 p.m. on Monday, March 25, 2019 by communicating to the stock exchanges and hosting the same on the websites of the Company at http://nbventures.com/postal ballot.htm and Karvy at https://evoting.karvy.com

Kindly take the same on record and acknowledge the receipt.

Thanking you,

Yours faithfully, for NA VA BHARAT VENTURES LTD.,

Encl : as above.

NAVA BHARAT VENTURES LIMITED

Regd. Office: 6-3-1109/1, 'Nava Bharat Chambers', Raj Bhavan Road, Hyderabad – 500 082, Telangana. CIN: L27101TG1972PLC001549 Tel: +91 40 23403501/40345999 Fax: +91 40 23403013; E-mail:[email protected]; www.nbventures.com

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014)

Dear member(s),

Notice is hereby given, pursuant to Section 110 of the Companies Act, 2013 ("the Act") read with Companies (Management and Administration) Rules, 2014 ("the Rules") including any statutory modification(s) or re-enactment(s) thereof for the time being in force and pursuant to other applicable Laws and Regulations, to transact the following special business by the members of Nava Bharat Ventures Limited by passing an ordinary resolution through postal ballot.

The members' consideration and approval is sought for the ordinary resolution annexed hereto. The statement to be annexed to Notice under Section 102 (1) of the Act setting out the material facts and reasons for the resolution is also appended herewith and is being sent to the members along with a postal ballot form for consideration. Mrs. D. Renuka, Practising Company Secretary has been appointed by the Board of directors of your Company as the Scrutinizer. Members are requested to carefully read the instructions provided in this postal ballot notice and return the duly completed form in the enclosed self-addressed postage pre-paid envelope (if posted in India), so as to reach the Scrutinizer on or before 5.00 p.m. (IST) on Saturday, March 23, 2019, the last date for receipt of the completed postal ballot forms. The postage on the enclosed self-addressed postage pre-paid envelope shall be borne and paid by the Company.

E-Voting Option

The Company is pleased to offer e-voting facility in terms of Sec.108 of the Companies Act and the relevant Rules as well as in compliance with the provisions of Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as an alternate for our members, which would enable them to cast their votes electronically, instead of physical postal ballot form. E-voting is optional.

The Company has engaged the services of Karvy Fintech Pvt. Ltd., (Karvy) Hyderabad for providing e-voting facility to the members. Members desiring to opt for e-voting are requested to read and follow the instructions on e-voting enumerated in the notes to this Notice.

The voting through postal ballot/e-voting will be commenced on Friday, February 22, 2019 at 9.00 a.m. (IST) and ends on Saturday, March 23, 2019 at 5.00 p.m. (IST).

The Scrutinizer will submit the report to the Chairman or Company Secretary of the Company, upon completion of scrutiny of postal ballot forms and e-voting data as provided by Karvy in a fair and transparent manner and the result of the postal ballot will be announced on or before Monday, March 25, 2019 at 5.00 p.m. (IST) at the Registered Office of the Company. The result of the postal ballot will be posted on the Company's website: www.nbventures.com and the website of Karvy i.e. https://evoting.karvy.com besides communicating the same to the National Stock Exchange of India Limited and BSE Limited. The result of the postal ballot shall also be announced through newspaper advertisement.

SPECIAL BUSINESS:

Item No. 1:

Appointment of Mr. D. Nikhil as Vice President (Commercial):

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

"RESOLVED THAT pursuant to Section 188(1)(f) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder and pursuant to Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 including any statutory modification(s) or re-enactment(s) thereof for the time being in force, the approval of the members be and is hereby accorded for the appointment of Mr. D. Nikhil, a related party as Vice President (Commercial) of the Company with effect from February 07, 2019 on the terms and conditions as set out in the Explanatory Statement."

"RESOLVED FURTHER THAT the approval of the members be and is hereby accorded to the Nomination & Remuneration Committee and Board of directors of the Company to review and vary the terms of employment of and remuneration payable to Mr. D. Nikhil from time to time, based on the performance evaluation and in accordance with the Company's Remuneration policy and other applicable/relevant policies and not exceeding such limits as may be prescribed in such policies and to perform and execute all acts, deeds, matters and things (including delegating such authority), as may be deemed necessary, proper or expedient to give effect to this resolution and for the matters connected therewith or incidental thereto."

By order of the Board For Nava Bharat Ventures Limited

Place : Hyderabad VSN Raju Date : February 7, 2019 Company Secretary & Vice President

Registered Office: 6-3-1109/1, 'Nava Bharat Chambers' Raj Bhavan Road, Hyderabad – 500 082 CIN : L27101TG1972PLC001549 Ph.No. 040-23403501; Fax No.040-23403013 E-mail: [email protected]; Website : www.nbventures.com

NOTES:

• 1. Explanatory Statement and reasons for the proposed special business pursuant to Section 102(1) read with Section 110 of the Companies Act, 2013 are given hereunder.
• 1. The documents relating to appointment referred to in the Notice are open for inspection at the Registered Office of the Company during office hours on all working days upto March 23, 2019.
• 1. Voting rights will be reckoned on the paid-up value of shares registered in the name of the members on Friday, February 15, 2019 (cut-off date). Only those members whose names are recorded in the Register of members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date will be entitled to vote for the purpose of postal ballot and a person who is not a member as on the cut-off date should treat this postal ballot notice for information purpose only.
• 1. The postal ballot notice along with the postal ballot form is being sent to all the members by post / courier and electronically by email to those members who have registered their email IDs with the Company and there will be only one postal ballot form for every folio irrespective of the number of Joint shareholder(s).
• 1. The postal ballot notice is being sent to the members along with a postal ballot form for consideration. The voting through postal ballot/evoting will commence on Friday, February 22, 2019 at 9.00 a.m. (IST) and ends on Saturday, March 23, 2019 at 5.00 p.m. (IST).
• 1. A member who has not received the postal ballot form may request the Company for a duplicate form. The postal ballot form/duplicate postal ballot form duly completed in all respects should reach the Scrutinizer before 5.00 p.m. (IST) on Saturday, March 23, 2019. The postal ballot(s) received after the said period will be treated as not having been received.
• 1. Resolutions passed by the members through postal ballot are deemed to have been passed effectively at a general meeting of the members. The resolution shall be declared as passed, if the number of votes cast in favour are more than the votes cast against the resolution.
• 1. The member may vote either "For" or "Against" the resolution. Member need not cast all his/her votes in the same way.
• 1. In compliance with the provisions of Section 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014, the Company has also extended e-voting facility as an alternate for its members to enable them to cast their votes electronically instead of dispatching postal ballot form.
• 1. The members have option to vote either through e-voting or through the physical postal ballot form. If a member opts for e-voting, then he /she should not vote by postal ballot also and vice-versa. However, in case the member(s) cast his/her/ their vote through physical postal ballot and e-voting, then voting made through e-voting shall prevail and voting done by postal ballot shall be treated as invalid.
• 1. The Board of directors of the Company has appointed Mrs. D. Renuka, Company Secretary in Practice, Hyderabad as Scrutinizer for conducting the postal ballot process in a fair and transparent manner and to receive and scrutinize the completed postal ballot forms from the members. After completion of scrutiny, the Scrutinizer will submit her report to the Chairman or Company Secretary of the Company.
• 1. The resolution, if passed by requisite majority, shall be deemed to have been passed on the last date specified by the Company for receipt of duly completed postal ballot forms or e-voting i.e. Saturday, March 23, 2019. The results of the postal ballot will be declared on or before 5.00 p.m. (IST) on Monday, March 25, 2019 at the Registered Office of the Company. After declaration, the results of the postal ballot along with the Scrutinizer's report will be placed on the Company's website www.nbventures.com and the website of Karvy i.e. https:// evoting.karvy.com besides communicating the same to BSE Limited (Bombay Stock Exchange Limited) and NSE (National Stock Exchange of India Limited) where the shares of the Company are listed.
• 1. The postal ballot form and the self-addressed postage prepaid envelope are enclosed for use of members. Members are requested to carefully read the instructions printed on the backside of the postal ballot form before exercising their vote.
• 1. Members holding shares in physical form are requested to immediately notify change in their address or bank mandates, to Karvy at their address mentioned at point no. 19 below, quoting their Folio number(s).
• 1. Members holding shares in Demat mode are requested to intimate all changes pertaining to their bank details, ECS mandates, e-mail addresses, nominations, power of attorney, change of address/name, etc. to their Depository Participants ('DPs') only and not to the Company or Karvy. Any such changes effected by the DPs will automatically reflect in the Company's subsequent records.
• 1. The Securities and Exchange Board of India ('SEBI') has mandated the submission of Permanent Account Number ('PAN') by every participant in the securities market. Members holding shares in electronic mode are requested to submit their PAN to their DPs with whom they are maintaining their Demat accounts. Members holding shares in physical mode can submit their PAN details to Karvy.
• 1. Members holding shares in physical mode are advised to make nomination in respect of their shareholding in the Company, in the nomination form (SH-13) and those members holding shares in electronic mode may contact their respective DPs for availing the nomination facility as provided under Section 72 of the Act.
• 1. Members who have not registered/updated their e-mail addresses with Karvy, if shares are held in physical mode or with their DPs, if shares are held in electronic mode, are requested to do so for receiving all future communications from the Company including Annual Reports, Notices, Circulars, etc., electronically.
• 1. In case of any query/grievance with respect to voting, please visit the 'Help and FAQs' section available on website of Karvy: https://evoting.karvy.com or send an e-mail to [email protected] or call Karvy on toll free number 1800-3454-001 (from 9:00 a.m. to 6:00 p.m. (IST)). Members may contact Mr. Mohsin Mohd over phone No. 040-6716 1562, at Karvy Fintech Pvt. Ltd. [Unit: Nava Bharat Ventures Limited], Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032 for further clarifications.

I. PROCEDURE AND INSTRUCTIONS RELATING TO E-VOTING:

• A. In case a member receives an e-mail from Karvy [for members whose e-mail IDs are registered with the Company/ Depository Participant(s)]:
  • i) Launch internet browser by typing the URL: https://evoting.karvy.com.
  • ii) Enter the login credentials (i.e. user ID and password) which are mentioned in the e-mail received from Karvy in the following format:

The E-Voting Event Number + Folio No. or DP ID Client ID will be your User ID. However, if you are already registered with Karvy for e-voting, you can use your existing user ID and password for casting your vote. If required, please visit https:// evoting.karvy.com or contact Karvy at toll-free number 1800-3454-001 (from 9:00 a.m. to 6:00 p.m.) for your existing password.

• iii) After entering these details appropriately, click on "LOGIN".
• iv) You will now reach password change menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$,*,& etc.). The system will prompt you to change your password and update your contact details like mobile number, e-mail ID, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
• v) You need to login again with the new credentials.
• vi) On successful login, the system will prompt you to select the E-Voting event for Nava Bharat Ventures Limited.
• vii) On the voting page, enter the number of shares (which represents the number of votes) as on the cut-off date under either 'FOR'/'AGAINST' or alternatively, you may partially enter any number under 'FOR'/'AGAINST', but the total number under 'FOR'/'AGAINST' taken together should not exceed your total shareholding as mentioned therein. You may also choose the option 'ABSTAIN' and the shares held will not be counted under either head.
• viii) Members holding shares under multiple folios/demat accounts are requested to vote separately for each of their folios/demat accounts.
• ix) Voting has to be done for each item of this postal ballot notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as 'ABSTAINED'.
• x) You may then cast your vote by selecting an appropriate option and click on 'SUBMIT'.
• xi) A confirmation box will be displayed. Click 'OK' to confirm, else 'CANCEL' to modify. Once you confirm, you will not be allowed to modify your vote.
• xii) Corporate/Institutional Members (i.e. other than Individuals, HUFs, NRIs, etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Power of Attorney/Authority Letter, etc., together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at e-mail id:[email protected] with a copy marked to [email protected]. They may also upload the same in the e-voting module in their login page. The scanned image of the above mentioned documents should be in the naming format "Corporate Name_EVENT NO."

B. In case a member receives physical copy of the Postal Ballot Notice by Post/Courier [for members whose e-mail IDs are not registered with the Company/Depository Participant(s)]:

i) User ID and initial password as provided by the Company in Postal Ballot Form in the following format:

• ii) Please follow all steps from Sr. No. (i) to (xii) as mentioned in (A) above, to cast your vote.
• iii) If you have forgotten your password, you can reset your password by using 'Forgot Password' available on https:// evoting.karvy.com or contact Karvy at toll free no.: 1-800-3454-001 or e-mail at [email protected].

II. PROCEDURE AND INSTRUCTIONS RELATING TO VOTING THROUGH PHYSICAL POSTAL BALLOT FORM:

• i. Members are requested to carefully read the instructions printed in the Postal Ballot Form and return the Postal Ballot Form duly completed with Assent ('FOR') or Dissent ('AGAINST'), in the enclosed self-addressed postage pre-paid envelope, so as to reach the Scrutinizer, not later than 5:00 p.m. (IST) on Saturday, March 23, 2019 to be eligible for being considered for the purpose of voting, failing which, it will be strictly treated as if no reply has been received from the member.
• ii. Members are requested to exercise their voting rights by using the attached Postal Ballot Form only, which will also be available on Company's website. No other form or photocopy of the original signed form is permitted.

iii. Corporate/Institutional Members (i.e. other than Individuals, HUFs, NRIs, etc.) opting for physical ballot are also required to send certified true copy of the Board Resolution/Power of Attorney/Authority Letter, etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer along with the Postal Ballot Form. They may also send scanned certified true copy (PDF Format) of the same to the Scrutinizer at e-mail id: [email protected] with a copy marked to [email protected].

Explanatory Statement pursuant to Section 102(1) of the Companies Act 2013, read with Rule 15(3) of the Companies (Meetings of Board and Its Powers) Rules, 2014.

Item No.1:

Appointment of Mr. D. Nikhil as Vice President (Commercial):

The provisions of section 188(1) of the Companies Act, 2013 that govern the Related Party Transactions require a Company to obtain prior approval of the Board of directors and in certain cases that of shareholders.

Section 188(1)(f) of the Companies Act, 2013 provides for the related party's appointment to any office or place of profit. The Board of directors of the Company on the recommendation of the Nomination and Remuneration Committee, at its meeting held on February 07, 2019 approved the appointment of Mr. D. Nikhil, a related party as Vice President (Commercial), subject to approval of the members by way of an ordinary resolution.

The information as required in accordance with Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014, as well as pursuant to Section 102 of the Act is as under:

Mr. D. Ashok, Promoter and Chairman of the Company and Mr. D. Ashwin, Director of the Company are interested and concerned in this resolution.

Except the above, no other director, key managerial personnel or their relatives are anyway concerned or interested in the proposed resolution. The Board recommends the ordinary resolution as set forth above for approval of the members.

By order of the Board For Nava Bharat Ventures Limited

Place : Hyderabad VSN Raju Date : February 7, 2019 Company Secretary & Vice President

Registered Office: 6-3-1109/1, 'Nava Bharat Chambers' Raj Bhavan Road, Hyderabad – 500 082 CIN : L27101TG1972PLC001549 Ph.No. 040-23403501; Fax No.040-23403013 E-mail: [email protected]; Website : www.nbventures.com

, NAVA BHARAT VENTURES LIMITED Regd. Office: 6-3-1109/1, 'Nava Bharat Chambers', Raj Bhavan Road, Hyderabad - 500 082, Tetangana. NAVA BHARAT CtN: l27101TG1972PLC001549 Tel: +91 40 23403501 /40345999 Fax: +91 40 23403013; E-mail:[email protected]; www.nbventures.com

POSTAL BALLOT FORM Serial No.

(1) Name and Registered address of

the Sole/first named member

• (2) Name(s) of the Joint member(s) if any
• (3) Registered Folio No. I OP 10 No.• I

Client 10 No.• (*Applicable to investors holding shares in dematerialised form)

(4) No. of equity shares of Rs. 2/ each held

1/We hereby exercise my/our vote in respect of the resolution to be passed through postal ballot for the business stated in the Notice dated February 7, 2019 of Nava Bharat Ventures Limited (the "Company") by sending my/our assent (FOR) or dissent (AGAINST) to the said ordinary resolution by placing a tick (-I) mark in the riate column below:

Place

Date

Signature of Member ELECTRONIC VOTING PARTICULARS EVEN (E-Voting Event Number) USERID PASSWORD

The e-voting facility will be available during the following period:

Note : 1. Please carefully read the instructions for electronic voting printed in the postal ballot notice. 2. Last date for receipt of postal ballot form by the Scrutinizer: saturday, March 23, 2019 upto 5.00 pm (1ST).