Postal Ballot notice to members of Anand Rathi Wealth Management

15 January 2025

NOTICE is hereby given that the resolutions outlined below are proposed for approval by the members of Anand Rathi Wealth Limited (the “Company”). Members are to cast their votes electronically using a Postal Ballot through the remote e-voting process provided by the Company.

Commencement of e-voting:	9:00 am (IST) on Saturday, January 18, 2025
End of e-voting:	5:00 pm (IST) on Sunday, February 16, 2025

Ordinary Resolution:

1. Increase in Authorized Share Capital and consequent amendment to Clause V of Memorandum of Association:

To consider and, if thought fit, to pass, the following resolution as Ordinary Resolution:

The authorized share capital of the Company be and is hereby increased from the existing Rs. 25,00,00,000 (Rupees Twenty-Five Crores Only) divided into 5,00,00,000 (Five Crore) Equity Shares of Rs. 5/- each (Rupees Five only) to Rs. 50,00,00,000/- (Rupees Fifty Crores Only) divided into 10,00,00,000 (Ten Crore) Equity Shares of Rs. 5/- (Rupees Five Only) each.

2. Approval for issuance of Bonus shares:

To consider and, if thought fit, to pass, the following resolution as Ordinary Resolution:

The Board of Directors has approved the capitalization of up to ₹20,75,51,585 from the Securities Premium Account, Free Reserves, or other permitted reserves for issuing bonus equity shares. These bonus shares, valued at ₹5 each, will be fully paid and issued in a 1:1 ratio to equity shareholders whose names appear in the Register of Members on the Record Date. The bonus shares will increase the company’s paid-up capital accordingly.

3. Approval for Modification of earlier approved Material Related Party Transaction(s) between the Company and Anand Rathi Global Finance Limited:

To consider and, if thought fit, to pass, the following resolution as Ordinary Resolution:

The Company seeks approval to amend the terms of its material related party transactions with Anand Rathi Global Finance Limited (ARGFL), a Group Company and Related Party under relevant laws. This approval modifies Resolution No. 4 from the 29th AGM (June 15, 2024), increasing the monetary limit for the purchase of debentures/securities from ₹5,000 crores to ₹6,000 crores for FY 2024-25. The estimated revenue from this transaction is approximately ₹480 crores. The transaction will be conducted in the ordinary course of business, on an arm's length basis, and as per terms mutually agreed between ARGFL and the Company. This modification is based on the recommendations of the Audit Committee, the Board of Directors, and necessary approvals from members.

4. Approval for Material Related Party Transaction(s) with Anand Rathi Global Finance Limited:

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

With the approval and recommendation of the Audit Committee and the Board of Directors, members of the Company authorize the Board (including any authorized Committee) or Key Managerial Personnel (KMP) to enter into Related Party Transactions (RPT) with Anand Rathi Financial Services Limited (ARFSL), the Company’s promoter and a Related Party under applicable laws. The total transactions will not exceed ₹9,000 crores per annum, with estimated annual revenue of approximately ₹675 crores, for the period covering FY 2025-26 and up to the 31st Annual General Meeting in 2026.

5. Approval for Material Related Party Transaction(s) with Anand Rathi Financial Services Limited:

To consider and, if thought fit, to pass, the following resolution as an Ordinary Resolution:

With the approval and recommendation of the Audit Committee and the Board of Directors, members of the Company authorize the Board (including any authorized Committee) or Key Managerial Personnel (KMP) to enter into Related Party Transactions (RPT) with Anand Rathi Financial Services Limited (ARFSL), the Company’s promoter and a Related Party under applicable laws. The total transactions will not exceed ₹3,000 crores per annum, with estimated annual revenue of approximately ₹225 crores, for the period covering FY 2025-26 and up to the 31st Annual General Meeting in 2026.