25/09/2023 — 01-10-nalanda-minutes-21-09-2023

Minutes of the 36th Meeting of the Approval Committee held under the Chairmanship of Zonal Development Commissioner SEEPZ-SEZ, Mumbai for Sector Specific Special Economic Zone for IT/ITES of M/s. Nalanda Shelter Pvt Ltd -SEZ, PUNE held on 21.09.2023 via video conferencing. 1 Name of the SEZ M/s Nalanda Shelter Pvt Ltd – SEZ, PUNE 2 Sector IT/ITES 3 Meeting No. 36th 4 Date 21.09.2023 Members present Sr Name and Designation (S/Shri.) Department 1 Smt. Mital S. Hiremath Joint Development Commissioner Pune Cluster-SEZ, Pune 2 Smt. Pradnya R. Gholap, DCIT(TDS), Pune Nominee of Income Tax, Pune 3 Dr. Dileeraj Dabhole Dy. DGFT Nominee of DGFT, Pune 4 Smt. Sunita Jagtap Superintendent Nominee of Customs, Pune Special Invitee Sr Name and Designation Department 1 Shri Satbir Sharma Specified Officer M/s. Nalanda Shelters Pvt Ltd.-SEZ, Pune Agenda Item No.01: Confirmation of the Minutes of the 35th meeting held on 10.08.2023 After deliberation, the Committee confirmed the minutes of the 35th meeting of Approval Committee held on 10.08.2023. Agenda Item No. 2 : Application of Approval for Change in Board of Directors submitted by M/s. Infovision Labs India Pvt Ltd. After deliberation, the committee approved the proposal of the M/s. Infovision Labs India Pvt. Ltd. located at Ground Floor, Tower A, Nalanda Shelter Pvt Ltd – SEZ, for Change in Board of Directors, in terms of Instruction No. 109 dated 18.10.2021, which is as detailed below: File No.S-SEZ-MINS0NSPL/1/2022-JDCP

Existing List of Board of Directors: Sr. No. Name of the Director Designation Date of Cessation 1. Mr. Satya Srinivas Yalamanchi Director 04.06.2019 2. Mr. Vinay Narayan Barigidad Director 16.04.2022 3. Mrs. Vinuta Vinay Barigidad Director 16.04.2022 4. Mr. Abhijeet Ramchandra Desai Director 12.05.2023 Proposed List of Board of Directors: Sr. No. Name of the Director Designation Date

of Appointment 1. Mr. Rajarama Mohana Rao Yalamanchi. Director 01.12.2014 2. Mr. Venkataramana Kovelamudi Director 17.02.2022 3. Mr. Uma Shankar Patro Additional Director 02.05.2023 The approval is subject to the conditions as laid down in Instruction No. 109, as applicable, issued by MOC&I
a. Seamless continuity of the SEZ activities with unaltered responsibilities and obligations for the altered entity; b. Fulfilment of all eligibility criteria applicable, including security clearances etc. by the altered entity and its constituents; c. Applicability of and compliance with all Revenue/Company Affairs/SEBI etc. Act/Rules which regulate issues like capital gains, equity change, transfer, taxability etc. d. Full financial details relating to change in equity/merger, demerger, amalgamation or transfer in ownership etc. shall be furnished immediately to Member (IT&R), CBDT, Department of Revenue and to the jurisdictional Authority. e. The assessing officer shall have the right to assess the taxability of the gain/loss arising out of the transfer of equity or merger, demerger, amalgamation, transfer in ownerships etc. as may be applicable and eligibility for deduction under relevant sections of the Income Tax Act, 1961. f. The applicant shall comply with relevant State Government laws, including those relating to lease of land, as applicable. g. The applicant shall furnish details of PAN and jurisdictional assessing office of the unit to CBDT. h. The applicant shall be recognized by the new name or such arrangement in all the records. File No.S-SEZ-MINS0NSPL/1/2022-JDCP

Agenda Item No. 3 : Application of Approval for Change of Nominee of designated partner submitted by M/s. Cerence Services (India) LLP. After deliberation, the committee approved the proposal of M/s. Cerence Services (India) LLP. For Change of Nominee of designated partner in terms of Instruction No. 109 dated 18.10.2021, which is as detailed below: Summary of Partners/Designated Partners & their contribution before change. Sr. No. Name

of Designated Parties to the LLP Agreement. Through Nominee Designated Partners LLP Agreement Effective From date Capital Contribution (Amt. in Rs.) Capital Contribution percentage 01 Name of 1st Partner : Cerence B V Address

: CBS Weg 11,6412 Ex Heerlen, Netherlands Name : Deepti Pareekshit Bhat 27.11.2020 for Change in Nominee Designated Partner 42,03,22,350.00 98.94% 02 Name of 2nd Partner

: Cerence Service B V Address

: Olympia 2 D, 1213NT Hilversum, Netherlands Name : Dennis Joseph Close 01.04.2022 for Change in Nominee Designated Partner 45,14,000.00 01.06% Total 42,48,36,350.00 100% Summary of Partners/Designated Partners & their contribution After change : Sr. No. Name

of Designated Parties to the LLP Agreement. Through Nominee Designated Partners LLP Agreement Effective From date Capital Contribution (Amt. in Rs.) Capital Contribution percentage 01 Name of 1st Partner : Cerence B V Address

: CBS Weg 11,6412 Ex Heerlen, Netherlands Name : Aniket Kulkarni 26.04.2024 for Change in Nominee Designated Partner 42,03,22,350.00 98.94% 02 Name of 2nd Name : 01.04.2022 45,14,000.00 01.06% File No.S-SEZ-MINS0NSPL/1/2022-JDCP

Partner

: Cerence Service B V Address

: Olympia 2 D, 1213NT Hilversum, Netherlands Dennis Joseph Close for Change in Nominee Designated Partner Total 42,48,36,350.00 100% The approval is subject to the conditions as laid down in Instruction No. 109, as applicable, issued by MOC&I
a. Seamless continuity of the SEZ activities with unaltered responsibilities and obligations for the altered entity; b. Fulfilment of all eligibility criteria applicable, including security clearances etc. by the altered entity and its constituents; c. Applicability of and compliance with all Revenue/Company Affairs/SEBI etc. Act/Rules which regulate issues like capital gains, equity change, transfer, taxability etc. d. Full financial details relating to change in equity/merger, demerger, amalgamation or transfer in ownership etc. shall be furnished immediately to Member (IT&R), CBDT, Department of Revenue and to the jurisdictional Authority. e. The assessing officer shall have the right to assess the taxability of the gain/loss arising out of the transfer of equity or merger, demerger, amalgamation, transfer in ownerships etc. as may be applicable and eligibility for deduction under relevant sections of the Income Tax Act, 1961. f. The applicant shall comply with relevant State Government laws, including those relating to lease of land, as applicable. g. The applicant shall furnish details of PAN and jurisdictional assessing office of the unit to CBDT. h. The applicant shall be recognized by the new name or such arrangement in all the records. Meeting ended with a vote of thanks to the Chair.

(Rajesh Kumar Mishra, IRS) Chairman-cum- Development Commissioner

File No.S-SEZ-MINS0NSPL/1/2022-JDCP