EGM notice to members of KLM Axiva - 07/03/2025

11 February 2025

Notice is hereby given that an Extra Ordinary General Meeting of the members of KLM Axiva Finvest Limited will be held on Friday, March 07, 2025 at 02.30 P.M. (IST) through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) to transact the following special businesses:

Special Business:

1. Enhancement of Authorized Share Capital of the Company to Rs. 500 crores:

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

• To enhance the authorized share capital of the Company to Rs. 5,00,00,00,000/- (Rupees Five Hundred Crores only) consisting of 50,00,00,000 (Fifty Crore) equity shares of Rs. 10/- (Rupees Ten only) each ranking pari passu in all respect with the existing equity shares of the Company.

2. Alteration of Memorandum of Association of the Company:

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

• To alter the Memorandum of Association (MOA) of the Company by substituting Clause V (a) of MOA with the following clause: V (a) The authorized share capital of the Company is Rs. 5,00,00,00,000/- (Rupees Five Hundred Crores only) divided into 50,00,00,000 (Fifty Crore) Equity Shares of face value of Rs. 10/- (Rupees Ten only) each with power for the Company to consolidate, convert, sub-divide, reduce or increase the capital and to issue any new shares with any preferential or special rights and conditions attached thereto subject to the provisions of the Companies Act, 2013.

3. Issue of bonus equity shares:

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

• To capitalize up to ₹11,29,70,440 (Rupees Eleven Crore Twenty-Nine Lakh Seventy Thousand Four Hundred and Forty only) from the securities premium account and free reserves for issuing bonus equity shares. These fully paid-up shares will be allotted to eligible members listed in the Company’s records as of the record date, in a 1:20 ratio—1 new ₹10 fully paid-up share for every 20 existing ₹10 shares. The issued bonus shares will be considered an increase in the Company’s paid-up capital.

4. Issue of equity shares on preferential basis:

To consider, review and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: 

• To offer, issue, and allot maximum of 2,63,71,888 (Two Crores Sixty-Three Lakhs Seventy-One Thousand Eight Hundred and Eighty-Eight) equity shares of Rs. 10/- (Rupees Ten only) each at a premium of Rs. 5/- (Rupees Five only) per share i.e., at an issue price of Rs. 15.00/- (Rupees Fifteen only) per share aggregating to Rs. 39,55,78,415/- (Rupees Thirty-Nine Crores Fifty-Five Lakhs Seventy-Eight Thousand Four Hundred and Fifteen only) on preferential basis, to one or more of the persons as identified by the Board of Directors on such terms and conditions and in such manner as may be decided by the Board.

Instructions at glance:

Cut-off date	Friday, February 28, 2025
Commencement of remote e-voting	Tuesday, March 04, 2025 at 9:00 A.M. (IST)
End of remote e-voting	Thursday, March 06, 2025 at 5:00 P.M. (IST)
EGM	Friday, March 07, 2025 at 02.30 P.M. (IST)