Vivriti Capital Limited Shares

Annual Report Summary

Vivriti Capital Private Limited's 5th Annual Report for 2021-2022 includes a notice for the 5th Annual General Meeting (AGM) of the shareholders, scheduled for Thursday, September 22, 2022, at 12:30 P.M. (IST) via Video Conferencing (VC)/ Other Audio-Visual Means ("OAVM"). The meeting will address both ordinary and special business matters.

Ordinary business includes the receiving, considering, and adopting of Audited Standalone and Consolidated Financial Statements for the year ending March 31, 2022, along with Auditors Report and Board of Directors Report and its annexures. This adoption will be formalized through ordinary resolutions. It also includes ratifying the appointment of Statutory Auditors (M/s BSR & Co. LLP) and determining their remuneration for the financial year 2022-23 via an ordinary resolution, in accordance with Companies Act 2013 provisions, relevant RBI circulars and Articles of Association.

Special business items involve approving and adopting the restated Articles of Association (AOA) of the Company (Consent to act as Director in form DIR-2; Declaration in form DIR-8 in terms of Section 164(2) of Companies Act, 2013 read with Companies (Appointment and qualification of Directors) Rules, 2014; Disclosure on the committee positions of the Directors as per Regulation 26 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; Information about the proposed Directors in Annexure XII of Master Direction Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 (RBI Master Direction); Declaration & Undertaking by Director in Annexure XIV of RBI Master Direction; Draft of Deed of Covenants in Annexure XV of RBI Master Direction; List of Relatives; Disclosure of interest in form MBP 1 in pursuant to section 184(1) of the Companies Act, 2013), through a special resolution. It also includes approving the appointment of Mr. Gopal Srinivasan (DIN 00177699) as Nominee Director (Non-Executive) on the Board of Directors of the Company via an ordinary resolution as per the Shareholders' Agreement dated April 27th, 2022 and Companies Act 2013. This appointment includes consideration of consent, declaration, disclosure on committee positions, information about proposed directors, and relatives' lists. It seeks approval for the remuneration of Mr. Vineet Sukumar and Mr. Gaurav Kumar, Managing Directors for the Financial Year 2021-22. To consider and approve reclassification of authorized share capital and amendment of the Memorandum of Association of the Company: “RESOLVED THAT pursuant to Sections 13, 61(1) (b) and 64 of the Companies Act, 2013 and other applicable provisions. Further, it proposes reclassification of the Authorized Share Capital of the Company from INR 116,63,70,630 (Indian Rupees One Hundred and Sixteen Crores Sixty Three Lakhs Seventy Thousand Six Hundred and Thirty Only) divided into 2,09,00,000 (Two Crores and Nine Lakhs) Equity Shares of INR 10/- (Rupees Ten Only) each, 9,06,37,063 (Nine Crores Six Lakhs Thirty Seven Thousand and Sixty Three) Compulsorily Convertible Preference Shares of INR 10/- (Rupees Ten Only) each and 8,50,000 (Eight Lakhs Fifty Thousand) Optionally Convertible Redeemable Preference Shares of INR 60/- (Rupees Sixty Only) each to INR 116,63,70,630 (Indian Rupees One Hundred and Sixteen Crores Sixty Three Lakhs Seventy Thousand Six Hundred and Thirty Only) divided into 2,60,00,000 (Two Crores Sixty Lakhs Only) Equity Shares of INR 10/- (Rupees Ten Only) each and 9,06,37,063 (Nine Crores Six Lakhs Thirty Seven Thousand and Sixty Three) Compulsorily Convertible Preference Shares of INR 10/- (Rupees Ten Only) each, with power to reclassify, reduce, divide and/or sub-divide the share capital of the Company. It seeks approval for material related party transactions with CredAvenue Private Limited, Vivriti Asset Management Private Limited, CredAvenue Securities Private Limited as well as ratifying all material related party transactions entered into for FY 2021-22. Finally, it requests to approve the adoption and implementation of revised Vivriti Employee Stock Option Plans (ESOP) 2018, 2019, 2019 – II, and 2020 including modifications and to approve adoption and implementation of Vivriti Employee Stock Option Plan 2022 and issuance of shares to to Vivriti ESOP Trust and to approve the grant of option to identified employees during any one year, equal to or exceeding 1 percent of the issued capital of the Company at the time of grant of option and to approve granting of loan to Vivriti ESOP Trust.

The notes section addresses several procedural aspects related to the global COVID-19 outbreak's impact on the meeting, including the absence of physical presence and proxy appointments, while emphasizing video conferencing and voting. Documents for inspection are referenced, and members are encouraged to submit queries in advance. Processes for attending the meeting through VC are outlined.

Explanatory statements are provided per Section 102, including the request for shareholder approval regarding amended AOA and Gopal Srinivasan's appointment. Key information about Mr. Srinivasan is detailed per Secretarial Standard-2, covering his background, qualifications, and other directorships. Items No: 6 and 7 refer to executive director compensation and recommendation. The authorized share capital reclassification is explained, including the rationale for accommodating ESOP shares. The notice also outlines proposed related party transactions (RPTs) with CredAvenue, Vivriti Asset Management, and CredAvenue Securities Private Limited (CSPL), providing details such as the names of related parties, their relationships, nature of transactions, and proposed monetary value. Justifications for each RPT's benefit to the company are included, along with statements per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Notice explains that the shareholders are requested to note that all related parties (whether such related party is a party to above transactions or not) shall not vote to approve resolution set out at Item No. 9 and further elaborates the modifications of the ESOP Plans. The reasons for adoption and implementation of revised Vivriti Employee Stock Option Plan 2018: are to incentivise employees and bring them into the ownership of the company. The main features of the Plan are Your Company wishes to bring about employee participation in the growth and prospects of the Company. The Company has therefore decided to introduce an Employee Stock Option Plan (ESOP) that would encourage a long term and committed involvement of the employees in the ownership and future of the company. The objectives of the Plan are to create a sense of ownership within the organization, co-create and co-share the wealth creation opportunity, encourage employees to align individual performance with the company's objectives and to institutionalize a long term incentive plan. The ESOP is also intended to reward the employees for their contribution to the successful business performance of Vivriti and to provide an incentive to continue contributing to the success of the company. It is envisaged that the ESOP will enable the Company to attract and retain the best available talent by making them partners in business and its growth.

The Explanatory statements for Item No:17 to 19 relating to Vivriti Employee Stock Option Plan 2022, provide the framework for the Members of the Company is also sought for granting of options to the identified employees of the Company to identified employees, the terms, processes, sources of shares and the amount of loan provided for implementation of the Scheme by the Company to the Trust.