Key Resolutions for Shareholder Approval

1. Alteration of Memorandum of Association Object Clause

  • Special resolution to amend Clause III of Memorandum of Association to align with Companies Act, 2013 format
  • Proposed changes include substituting headings of Clause III(A) and III(B), deleting Clause III(C) heading
  • Addition of new sub-clauses to enable housing finance business (III(A)(5)), security enforcement rights (III(A)(6)), diversified lending activities (III(A)(7)), and insurance distribution services (III(A)(8))
  • Comprehensive substitution of entire Clause III(B) and III(C) with 70 detailed sub-clauses covering financial services operations
  • Business expansion plans include housing finance, personal loans, loans against property, MSME loans, gold loans, and insurance distribution
  • All activities subject to regulatory approvals from RBI, NHB, IRDAI as applicable

2. Appointment of Mr. Yogesh Yashpaul Chadha as Independent Director

  • Special resolution for appointment as Independent Director (DIN: 01681680)
  • Term: Five consecutive years from July 15, 2026 to July 14, 2031
  • Currently serving as Additional Director (Independent and Non-Executive) since July 15, 2026
  • Qualifications: Chartered Accountant, B.Com (Hons.) from Delhi University, pursuing doctorate
  • 37 years experience in financial services with HSBC, JP Morgan Chase, DCB Bank
  • Current directorships: Sharekhan Limited (Chairman), Mirae Asset Financial Services, OnEMI Technology Solutions, Choice Asset Management
  • Remuneration: Sitting fees as approved by Board from time to time

3. Appointment of Mr. Devesh Srivastava as Independent Director

  • Special resolution for appointment as Independent Director (DIN: 08646006)
  • Term: Five consecutive years from July 15, 2026 to July 14, 2031
  • Currently serving as Additional Director (Independent and Non-Executive) since July 15, 2026
  • Former Chairman & Managing Director of General Insurance Corporation of India (GIC Re)
  • Qualifications: B.Sc (Hons) Physics, Master of Science, Post-graduate in Management
  • Extensive insurance sector experience since 1987 with international exposure
  • Current directorships: Liberty General Insurance, Niyam Group Services IFSC Private Limited
  • Remuneration: Sitting fees as approved by Board from time to time

4. Borrowing Limits Approval under Section 180(1)(c)

  • Special resolution to authorize borrowing beyond paid-up capital + free reserves + securities premium
  • Maximum borrowing limit: ₹500 Crores (Rupees Five Hundred Crores Only) outstanding at any time
  • Temporary loans from bankers in ordinary course excluded from this limit
  • Board authorized to borrow on terms and conditions it deems fit

5. Security Creation Approval under Section 180(1)(a)

  • Special resolution to create mortgages/charges/hypothecations on company assets
  • Security can cover immovable and movable properties, stocks, book debts, present and future assets
  • Maximum secured amount: ₹500 Crores (Rupees Five Hundred Crore only)
  • Security can rank first, exclusive, pari passu or subordinate to existing charges

E-Voting Process Details

  • Remote e-voting period: July 20, 2026 (9:00 AM) to August 18, 2026 (5:00 PM IST)
  • Cut-off date for eligibility: July 10, 2026
  • Scrutinizer: CS Ankit Dhanotia (Membership No.: FCS: 25667; CP No.: 68860), Partner of M/s. ADJ & Associates
  • E-voting service provider: Central Depository Services (India) Limited (CDSL)
  • Results declaration: Within two working days after e-voting conclusion

Company Background

  • Current business: Non-Banking Financial Company engaged in lending activities and financial services including vehicle loans
  • RTA: ABS Consultant Private Limited

Financial Impact

  • Borrowing limit increase to ₹500 Crores to support business expansion
  • No immediate quantified financial impact disclosed for director appointments or MOA changes
  • All proposed activities subject to separate regulatory approvals and compliance

Voting Instructions

  • Electronic voting only - no physical ballot forms
  • Members must register email addresses with depository/RTA
  • Corporate members must submit board resolutions/authority letters to scrutinizer
  • Once vote cast, cannot be changed
  • Results will be displayed at registered office and company website

Inspection of Documents

  • Draft amended Memorandum of Association available for inspection until August 18, 2026
  • Director appointment letters and relevant documents available for inspection
  • Electronic inspection available via email request to keycorpltd@gmail.com