LKP Finance Limited — Proxy Solicitation & Information Statement 2025

May 23, 2025

Regd. Off.: 112 - A / 203, Embassy Centre, Nariman Point, Mumbai - 400 021. Tel.: 4002 4785 / 86 • Fax : 2287 4787 • Website : www.lkpfinance.com CIN : L65990MH1984PLC032831

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LKP Finance Ltd.

To

Date: 23.05.2025

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai-400001

Ref: Scrip Code 507912

Sub: Submission of Postal Ballot Notice

Dear Sir,

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations’), we hereby enclose a copy of Postal Ballot Notice along with the Explanatory Statement ("Notice") dated May 22, 2025 being sent to the members of LKP Finance Limited ("the Company") to seek approval by way of remote electronic voting ("e-voting") in respect of the special businesses as set out in the Notice.

In accordance with the applicable circulars of Ministry of Corporate Affairs (“MCA Circulars”) and provisions of Listing Regulations, the aforesaid Notice is being sent only by email to all the members of the Company who have registered their email addresses with the Depository(s)/ Registrar and Share Transfer Agent ("RTA") or respective Depository Participants and whose names are recorded in the Register of Members / Beneficial Owners as on the Cut-off date i.e. Friday, May 16, 2025.

In accordance with the MCA Circulars, hard copy of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelope has not been sent to the members and the communication of the assent or dissent of the members will only take place through e-voting.

The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”), for providing e-voting facility to its members. The e-voting period commences on Saturday, May 24, 2025 at 9:00 A.M. (IST) and ends on Sunday, June 22, 2025 at 5:00 P.M. (IST) after which the e-voting will be blocked by CDSL. During this period, members of the Company, holding shares either in physical form or in dematerialised form, as on the cut-off date i.e. Friday, May 16, 2025, may cast their votes.

The results of the Postal Ballot shall be declared on or before Tuesday, June 24, 2025.

Notice is also available on the website of the Company at https://www.lkpfinance.com.

You are requested to kindly take the same on your records.

Thanking you,

For LKP Finance Limited

Digitally signed by Ruby Ruby Chauhan Chauhan Date: 2025.05.23 16:58:24 +05'30' Ruby Chauhan Company Secretary & Compliance Officer

Enclosed as above

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POSTAL BALLOT NOTICE

[Notice Pursuant to Section 108 & 110 of the Companies Act, 2013, read with Rule 20 & Rule 22 of the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

NOTICE is hereby given that pursuant to the provisions of Section 110, Section 108 and all other applicable provisions, if any, of the Companies Act, 2013, (the “Act”) read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, (the “SEBI Listing Regulations”), General Circular No. 14/2020 dated 8 April 2020, General Circular No. 17/2020 dated 13 April 2020, General Circular No. 22/2020 dated 15 June 2020, General Circular No. 33/2020 dated 28 September 2020, General Circular No. 39/2020 dated 31 December 2020, General Circular No. 10/2021 dated 23 June 2021, General Circular No. 20/2021 dated 8 December 2021, General Circular No. 03/2022 dated 5 May 2022, General Circular No. 11/2022 dated 28 December 2022, General Circular No. 09/2023 dated 25 September 2023 and General Circular No. 09/2024 dated 19 September 2024, issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as “MCA Circulars”), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”), and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated 3 October 2024 issued by Securities and Exchange Board of India, the resolution set out below is proposed to be passed by the Members of LKP Finance Limited (the “Company”) through Postal Ballot, by way of remote e-voting (“e-Voting”) process.

The proposed resolution and the Explanatory Statement pursuant to Section 102(1) of the Act and any other applicable provisions of the Act read with Rules framed thereunder, setting out the material facts and reasons thereof concerning the resolution mentioned in this Postal Ballot Notice (“Notice”), is annexed hereto for your consideration.

The Company has engaged the services of Central Depository Services (India) Limited for facilitating e-Voting to enable the Members to cast their votes electronically. The e-Voting will commence on Saturday, 24[th] May 2025 (9:00 A.M. (IST)) and end on Sunday, 22[nd] June 2025 (5:00 P.M. (IST)).

Members are requested to carefully read the instructions provided in this Notice and vote accordingly on the proposed resolution.

Pursuant to Rule 22(5) of the Companies (Management and Administration) Rules, 2014, the Board of Directors of the Company, on 22nd May, 2025, has appointed Mr. Abhay Kumar, Practicing Company Secretary, having ICSI Membership No. F-13343 and Certificate of Practice No.22630, to act as the Scrutinizer for conducting the Postal Ballot including e-voting process in a fair and transparent manner and they have communicated his willingness to be appointed and will be available for the said purpose., as the Scrutinizer for scrutinizing the Postal Ballot (e-Voting process) in a fair and transparent manner.

The Scrutinizer will submit the results of the e-Voting to the Chairperson of the Company or any other authorized officer(s) of the Company after completion of the scrutiny of the e-Voting, who shall counter sign the same. The Postal Ballot (e-Voting process) results will be submitted within 2 (two) working days from conclusion of the e-Voting period to the stock exchanges in accordance with the SEBI Listing Regulations.

The results of the Postal Ballot along with the Scrutinizer's Report will also be displayed on the website of the Company at www.lkpfinance.com, on the website of the Central Depository Services (India) Limited at www.evotingindia.com

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and shall also be displayed at the Registered Office of the Company while simultaneously being communicated to BSE Limited (“BSE”) where the equity shares of the Company are listed.

The proposed resolutions, if approved, will be taken as having duly passed on the last date specified for e-Voting, by the requisite majority of Members by means of Postal Ballot, i.e., on Sunday, 22[nd] June, 2025.

PROPOSED RESOLUTIONS:

ITEM NO. 1: TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH MUFINPAY PAYMENT SOLUTIONS PRIVATE LIMITED

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

“RESOLVED THAT in suppression of earlier resolution , pursuant to the provisions of Regulation 23 and all other applicable provisions, if any of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter called “the Listing Regulations”), and all applicable provisions of the Companies Act, 2013 (hereinafter called “the Act”) and the Company’s policy on materiality of Related Party Transaction(s), and Rules made there under, (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to such other approvals, consents, permissions and sanctions of any authorities as may be necessary and pursuant to the consent of the Audit Committee and Board of Directors of the Company, the consent and approval of the Members be and is hereby accorded to the Board of Directors (“the Board” which term shall be deemed to include a Committee constituted by the Board or any person(s) authorised by the Board in this regard) to enter into arrangements/transactions/ contracts with Mufinpay Payment Solutions Private Limited, a Related Party as defined in the Listing Regulations, relating to transactions as detailed in the explanatory statement, on such terms and conditions as the Board in its absolute discretion may deem fit, the aggregate amount/value of all such arrangements/transactions/contracts that may be entered into by the Company with Mufinpay Payment Solutions Private Limited and remaining outstanding at any one point in time shall not exceed Rs. 500 Crores (Rupees Five Hundred Crores) during the financial year 2025-26.

RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, Mr. Umesh Aggarwal, Director and Mrs. Ruby Chauhan, Company Secretary of the Company be and is hereby severally authorised to do all such acts, deeds, matters and things as may be necessary, expedient or desirable including any negotiation/ renegotiation/ modification/ ratification/ amendments to or termination thereof, of the subsisting arrangements/ transactions/ contracts or any future arrangements/ transactions/ contracts and to make or receive/ pay monies or to perform all other obligations in terms of such arrangements/ transaction/contracts, filing of necessary forms/ documents with the appropriate authorities and to execute all such deeds, documents, agreements, letters, instruments and writings as it may in its sole and absolute discretion deem necessary or expedient and to settle any question, difficulty or doubt that may arise in regard thereto.”

For and on behalf of the Board of Directors LKP Finance Limited

Ruby Chauhan Company Secretary & Compliance Officer M. No. A69210

Date: 22.05.2025 Place: Delhi

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Reg Off: 203 Embassy Centre, Nariman Point, Mumbai, Maharashtra-400021

Corporate Off: 201, 2nd Floor Best Sky Tower, Netaji Subhash Place, Pitampura, New Delhi-110034

NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, and other applicable provision in respect of proposed resolutions to be passed through postal ballot (by remote E-voting) is annexed hereto, for your consideration.

2. In terms of Section 110 of the Act read with Rule 20 and Rule 22 of Rules, the business set out in the notice above is set to be passed through postal ballot, by way of remote e-voting process.

3. This Notice is being electronically sent to all the Members whose names appear in the Register of Members / List of Beneficial Owners, as received from National Securities Depository Limited (NSDL) / Central Depository Services (India) Limited (CDSL) on Friday, 16[th] May, 2025 and who have registered their e-mail addresses with the Depositories / Depository Participants / Registrar and Share Transfer Agent. It is however, clarified that all the persons who are Members of the Company as on Friday, May 16, 2025, including those Members who may not have received this Notice due to non-registration of their e-mail address with the Depositories / Depository Participants/ Registrar and Share Transfer Agent, shall be entitled to vote in relation to the Resolution specified in this Notice.

4. Voting rights shall be reckoned on the paid-up value of Equity Shares registered in the name of Member / Beneficial Owner as on Friday, 16[th] May, 2025. The voting rights of the Members shall be in proportion to their share in the Paid-up Equity Share Capital of the Company as on the Cut-off date, i.e., Friday, 16[th] May, 2025. A person who is not a Member as on the Cut-off date should treat this Notice for information purpose only.

5. In compliance with the provisions of Sections 108 and 110 of the Act and the Rules framed thereunder and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) and the relevant Circulars issued by the Ministry of Corporate Affairs (“the MCA Circulars”), the Company is pleased to provide its Members the facility to exercise their right to vote electronically on the Postal Ballot through the Electronic Voting (e-voting) Services provided by Central Depository Services (India) Limited (“CDSL”) (“CDSL”). The instructions for electronic voting are annexed to this Notice.

6. Members have option to vote either through e-voting or through physical Postal Ballot Form. If a Member has opted for e-voting, then he/she/they should not vote by physical Postal Ballot also and vice-versa. However, in case Members cast their vote both via physical Postal Ballot and e-voting, then voting done through electronic means shall prevail and voting done by physical Postal Ballot shall be treated as INVALID.

7. E-voting will be available from 9.00 a.m. (IST) on Saturday, May 24, 2025 upto 5.00 p.m. (IST) on Sunday, June 22, 2025 . The e-voting module shall be disabled by CDSL for voting after the abovementioned time. Members are requested to refer to instructions for e-voting, appended to this Notice.

8. During the e-voting period, Members can login to CDSL’s e-voting platform any number of times till they have voted on the Resolution. Once the vote on the Resolution is cast by a Member, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.

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1. Resolution passed by the Members through Postal Ballot is deemed to have been passed effectively at a General Meeting of the Members. The Special Resolutions shall be declared as passed if the number of votes cast in favour of the Resolution are not less than three times the number of votes cast against the Special Resolution.

2. 10.In case any Member opts to vote physically, such Member is requested to carefully read the instructions given in the Postal Ballot Form. Such Member can take printout of the Postal Ballot Form attached to this Notice of Postal Ballot or may also download and print it from the Company’s website, viz., www.lkpfinance.com and return the same in original, duly completed and signed, so as to physically reach the Scrutinizer at Mr. Abhay Kumar, Practicing Company Secretary, R-8/2, 3[rd] Floor, Ramesh Park, Laxmi Nagar, Delhi-110092, India, on or before 5.00 p.m. (IST) on 22[nd] June, 2025, failing which, it will be strictly treated as if no reply has been received from the Member. The Company, in no way, would be responsible for late / non delivery of Postal Ballot Form on account of restrictions due to any reason whatsoever. Therefore, the Members are requested to send the duly completed Postal Ballot Form well before the last date. Postage / courier expenses for sending such physical Postal Ballot Form to the Scrutinizer will be borne by the Members.

3. 11.Please note that the Postal Ballot Form shall be considered invalid if: (i) the form other than the one annexed to this Postal Ballot Notice has been used; and/or (ii) it has not been signed by or on behalf of the Member; and/or (iii) signature on the Postal Ballot Form does not match with the specimen signatures registered with the Company; and/or (iv) it is not possible to determine without any doubt, the assent or dissent of the Member; and/or (v) neither assent nor dissent is mentioned; and/or (vi) any competent authority has given directions in writing to the Company to freeze the voting rights of the Member; and/or (vii) the Postal Ballot Form is received after the last date prescribed; and/or (viii) it is defaced or mutilated in such a way that its identity as a genuine form cannot be established; and/or (ix) the Postal Ballot Form, signed in a representative capacity, is not accompanied by a certified copy of the relevant specific authority; and/or (x) the Member has made any amendment to the Resolution set-out herein or imposed any condition while exercising his vote; and/or (xi) the Member has also voted through e-voting. The Scrutinizer’s decision on the validity of a Postal Ballot Form shall be final and binding.

DISPATCH OF POSTAL BALLOT NOTICE THROUGH E-MAIL AND REGISTRATION OF E-MAIL IDS:

1. In accordance with Section 110 of the Companies Act, 2013 and Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars, physical copies of the Postal Ballot Notice will not be circulated, and the Company will also not be under any obligation to provide physical copies upon specific request of any Member(s).

The Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depository(ies)/ Depository Participant(s), as on Friday, 16[th] May, 2025, and who have registered their e-mail addresses with the Company or with the Depositories / Depository Participants. Therefore, Members are requested and encouraged to register / update their email addresses, with their Depository Participant (in case of Shares held in dematerialized form) or with Adroit Corporate Services Private Limited, our Registrar and Share Transfer Agent (“RTA”) (in case of Shares held in physical form).

1. Members holding shares in physical mode and who have not registered / updated their email addresses are requested to update their email addresses with the Registrar and Transfer Agents of the Company, viz., Adroit Corporate Services Private Limited on its website (at www.adroitcorporate.com) along with the copy of the signed request letter mentioning the name and address of the Member, scanned copy of the share certificate (front and back), selfattested copy of the PAN card, and self-attested copy of any document (e.g.: Driving License, Election Identity Card, Aadhar Card, Passport) in support of the address of the Member. In case of any queries / difficulties in registering the e-mail address, such Members may write to lkpfinanceltd@gmail.com Members holding shares in dematerialized

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mode are requested to register / update their e-mail addresses with the relevant Depository Participant(s). The Company and RTA will co-ordinate with NSDL and provide the login credentials to the abovementioned Members, subject to receipt of the required documents and information from the Members. The Postal Ballot Notice is also being uploaded on the website of the Company www.lkpfinance.com and on the websites of the Stock Exchanges at BSE Limited (www.bseindia.com).

1. The result of voting on the Resolution will be declared within 2 (two) working days from conclusion of the e-Voting period to the stock exchanges in accordance with the SEBI Listing Regulations at the Registered Office of the Company and will also be displayed on the website of the Company www.lkpfinance.com besides being communicated to the Stock Exchanges and CDSL.

4. INSTRUCTIONS FOR VOTING

In compliance with the provisions of Section 108 of the Act, read with Rule 20 of Companies (Management and Administration) Rules, 2014, Regulation 44 of the Listing Regulations and MCA Circulars, the Members are provided with the facility to cast their vote electronically through e-Voting services provided by CDSL on the resolution set forth in this notice.

The e-Voting shall commence on Saturday, May 24, 2025 (09:00 a.m. IST) and end on Sunday, June 22, 2025 (05:00 p.m. IST) . During this period, Members holding shares either in physical form or in dematerialized form, as on the Cut-off date, may cast their vote electronically. The e-Voting module shall be disabled by CDSL for voting thereafter. Once the vote on the resolution is cast by the Shareholders, he / she shall not be allowed to change it subsequently or cast vote again.

- A) Login method for e Voting for Individual Shareholders holding securities in Demat mode through Central Depository Services (India) Limited (“CDSL”)/National Securities Depositories Limited (“NSDL”) is given below:

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Type of Login Method
Shareholders
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Type of Shareholders Login Method	Type of Shareholders Login Method
Individual Shareholders holding securities in Demat mode withCDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi /Easiest is https://web.cdslindia.com/myeasi/home/login or users can visit www.cdslindia.com and click on Login icon and select New System Myeasi. 2. After successful login, the Easi /Easiest user will be able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by company. On clicking the e-Voting option, the user will be able to see e- Voting page of the e-Voting service provider for casting your vote during the e-Voting period. Additionally, links to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KFIN/LINKINTIME is also provided, so that the user can visit the e- Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest; option to register is available at CDSL website athttps://web.cdslindia.com/myeasi/Registration/EasiRegistration. 4. Alternatively, the user can directly access e-Voting page by providing Demat

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Account Number and PAN No. from an e-Voting link available on www.cdslindia.com home page or click on https://evoting.cdslindia.com/Evoting/EvotingLogin. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e- Voting option where the e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual 1. If you are already registered for NSDL IDeAS facility, please visit the e-Services Shareholders website of NSDL. The URL for users to login to NSDL IDeAS facility is holding securities https://eservices.nsdl.com. in demat mode with NSDL 2. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services.

1. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the e- Voting period. 4. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click on the following link on the website - https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.

2. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholders/Members’ section.

3. A new screen will open. You will have to enter your User ID (i.e. your sixteendigit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

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|||
|---|---|
|7.|After successful authentication, you will be redirected to NSDL Depository site|
|wherein you can see e-Voting page. Click on company name or e-Voting service|
|provider name and you will be redirected to e-Voting service provider website for|
|casting your vote during the e-Voting period.|

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|Individual|1.|You can also login using the login credentials of your demat account through|
|Shareholders|your Depository Participant registered with NSDL/CDSL for e-Voting facility.|
|(holding securities|
|in demat mode)|2.|After Successful login,|you|will be|able|to|see|e-Voting|option.|Once|you|click on|

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login through their Depository Participants	e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 3. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the e- Voting period.

Important note: Shareholders who are unable to retrieve User ID/ Password are advised to use “Forget User ID” and “Forget Password” option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e., CDSL and NSDL:

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Login type Helpdesk details
Individual Shareholders holding securities in Shareholders facing any technical issue in login can
Demat mode with CDSL contact CDSL helpdesk by sending a request at
helpdesk.evoting@cdslindia.com or contact at toll
free no. 1800 21 09911
Individual Shareholders holding securities in Shareholders facing any technical issue in login can
Demat mode with NSDL contact NSDL helpdesk by sending a request at
evoting@nsdl.co.in or call at: 022-4886700 and 022-
24997000
-
B) Login method for e Voting for Shareholders holding securities in physical mode and Shareholders other
than individual holding in Demat form.
a. The Shareholders should log on to the e-Voting website www.evotingindia.com.
b. Click on “Shareholders” module.
c. Now enter your User ID:
i. For CDSL: 16 digits beneficiary ID,
ii. For NSDL: 8 Character DP ID followed by 8 Digits Client ID
iii. Shareholders holding shares in Physical Form should enter Folio Number registered with the
Company
d. Next enter the Image Verification as displayed and Click on Login.
e. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier
e-Voting of any company, then your existing password is to be used.
f. If you are a first-time user follow the steps given below:
For Shareholders holding securities in physical mode and other than individual Shareholders
holdingoldingldingdingingg shares in Demat.hares in Demat.ares in Demat.res in Demat.es in Demat. in Demat.emat.mat.at.
PAN Enter your 10 digit alpha-numeric “PAN” issued by Income Tax Department (Applicable for
both demat Shareholders as well as physical Shareholders)
Shareholders who have not updated their PAN with the Company/Depository Participant are
requested to use the sequence number sent by Company/RTA or contact Company/RTA.
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For Shareholders holding securities in physical mode and other than individual Shareholders
holdingoldingldingdingingg shares in Demat.hares in Demat.ares in Demat.res in Demat.es in Demat. in Demat.emat.mat.at.
PAN Enter your 10 digit alpha-numeric “PAN” issued by Income Tax Department (Applicable for
both demat Shareholders as well as physical Shareholders)
Shareholders who have not updated their PAN with the Company/Depository Participant are
requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your
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Bank Details demat account or in the company records in order to login. OR If both the details are not recorded with the depository or company, please enter the Member id / folio number in the Dividend Bank details field. Date of Birth (DOB)

• g. After entering these details appropriately, click on “SUBMIT” tab.

• h. Shareholders holding shares in physical mode will then directly reach the Company selection screen. However, Shareholders holding shares in demat mode will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat account holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-Voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• i. For Shareholders holding shares in physical mode, the details can be used only for e-Voting on the resolutions contained in this Notice.

• j. Click on the EVSN of LKP Finance Limited.

• k. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

• l. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details

• m. After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote

• n. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

• o. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page. p. If a demat account holder has forgotten the login/password, then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

C) PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

• a. For Physical Shareholders - please provide necessary details like Folio No., Name of Shareholders, scanned copy of the share certificate (front and back), PAN (self- attested scanned copy of PAN card), AADHAR (self- attested scanned copy of Aadhar Card) by email to rtaclientservice@adroitcorporate.com.

• b. For Demat Shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP).

• c. For Individual Demat Shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 21 09911.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager (CDSL), Central Depository Services (India) Limited, A Wing, 34/35th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call at toll free no. 1800 21 09911.

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EXPLANATORY STATEMENT

The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, setting out all material facts relating to the Resolution mentioned in this Postal Ballot Notice is given below:

ITEM NO. 11 TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTION WITH MUFINPAY PAYMENT SOLUTIONS PRIVATE LIMITED

Pursuant to Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (hereinafter called as the Listing Regulations), all related party transactions shall require prior approval of the Audit Committee and all material transactions with related parties shall require approval of the members of a public listed Company through a resolution and all related parties shall abstain from voting on such resolution. The Board of Directors and Audit Committee had approved the entering into related party transactions with Mufinpay Payment Solutions Private Limited upto an amount of Rs. 500 crores in suppression of exiting limit of Rs. 100 Crores.

Regulation 23 of the Listing Regulations has been amended effective April 1, 2022 to provide that shareholders’ approval should be obtained for related party transactions which, in a financial year, exceed the lower of (i) Rs. 1,000 crore; and (ii) 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity.

Details of Material Related Party Transactions and other particulars thereof as per SEBI Circular no. SEBI/HO/CFD/ CMD1/CIR/P/2021/662 dated November 22, 2021 read with Master Circular SEBI/HO/CFD/PoD2/CIR/P/0155 November 11, 2024 including summary of information presented to Audit Committee are mentioned hereunder:

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S. Particulars
No.
1. Type of transaction, material terms and (i) Availing and Rendering of Services;
particulars of the proposed transaction (ii) Providing Financial Assistance
(iii) Purchase of Loans/Exposure
(iv) Providing Loans and Advances (short term, long term,
secured, unsecured)/Inter Corporate Deposits)
2. Name of Related Party Mufinpay Payment Solutions Private Limited
3. Nature of Relationship with the Fellow Subsidiary
Company including nature of its
concern or interest (financial or
otherwise)
4. Tenure of the proposed transaction The Transactions are recurring in nature. The approval of the
(particular tenure shall be specified) shareholders is being sought for the related party transactions
entered/to be entered during FY 2025-26 and thereafter till the
next Annual General Meeting scheduled to be held during FY
2026-27.
5. Value of proposed transaction The Value of proposed transactions with Mufinpay in the
-
financial year 2025 26 is expected to be upto 500 Crores.
6. The percentage of the Company annual The value of proposed transactions with Mufinpay during the
turnover, for the immediately FY 2025- 26 is more-than 100% of the annual turnover of the
preceding financial year, that is Company for the FY 2024-25.
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represented by the value of the
proposed transaction
7. If the transaction relates to any loans, Details of the source of funds in connection Shareholders
inter-corporate deposits, advances or with the proposed transaction; and Recurring
investments made or given by the Business
Company or its subsidiary- The Funds
Information pertaining to Loans and Where any financial indebtedness is incurred NA
Advances provided by the Company to make or give loans, intercorporate
deposits, advances or investments nature
of indebtedness; cost of funds; and tenure;
Applicable terms, including covenants, tenure, NA
interest rate and repayment schedule, whether
secured or unsecured; if secured, the nature of
security;
the purpose for which the funds will be For its
utilized by the ultimate beneficiary of such business
funds pursuant to the RPT. operations
8. Justification as to why the RPT is in the The related party transactions entered by the Company with
interest of the Company Mufinpay Payment Solutions Private Limited are in the
Ordinary course of business and are on an arm’s length basis. It
is further ensured that the transactions with Mufinpay Payment
Solutions Private Limited are conducted as if it is with an
unrelated party, so that there is no conflict of interest.
9. A copy of the valuation or other The proposed RPTs are on arm’s length basis.
external party report, if any such report
has been relied upon;
10. Percentage of counterparty’s annual Morethan 100% (for RPTs to be entered during FY25-26)
consolidated turnover that is
represented by the value of the
proposed RPT, on a voluntary basis
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The aforesaid related party transactions do not fall under the purview of Section 188 of the Companies Act, 2013 being in the ordinary course of business and at arms’ length. However, the same are covered under the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and accordingly the approval of the shareholders is sought by way of Ordinary Resolution.

The Audit Committee and Board have approved the aforesaid related party transactions in terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and noted that these transactions shall be in the ordinary course of business and at arm’s length basis.

Regulation 23(7) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 provides that all entities falling under the definition of related parties shall not vote to approve any related party transaction, irrespective of whether the entity is a party to the transaction or not. Therefore, none of the Promoter Group entities holding share(s) will vote on the above Resolution.

The above proposal is in the interest of the Company and the Board recommends the Resolution as set out at Item No. 1 for approval by the members of the Company.

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The Board recommends that the resolution set out at item no. 1 be passed as an Ordinary Resolution.

None of the Directors except Mr. Kapil Garg, Managing Director or Key Managerial Personnel of the Company are interested, financial or otherwise, in the proposed resolution.

For and on behalf of the Board of Directors LKP Finance Limited

Ruby Chauhan Company Secretary & Compliance Officer Membership No.: A69210

Date: 22.05.2025 Place: Delhi

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POSTAL BALLOT FORM

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1. Name of the First Named
Member (in BLOCK
LETTERS)
2. Registered Address of the
Sole / First Named Member /
Beneficial Owner
3. Regd. Folio No./ DP ID No.
/ Client ID No. (applicable
only to Members holding
equity shares in
dematerialized form)
4. Number of Equity Share(s)
held
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I / We hereby exercise my / our vote(s) in respect of the Resolution to be passed by means of Postal Ballot for the business stated in the Postal Ballot Notice dated 22.05.2025, by conveying my / our assent or dissent to the said Resolution by placing a tick mark ( ✓ ) in the appropriate box below:

Item No.	Description	Number of Equity Shares for which votes cast I/We assent to the resolution (FOR) I/We dissent to the resolution (AGAINST)	Number of Equity Shares for which votes cast I/We assent to the resolution (FOR) I/We dissent to the resolution (AGAINST)	Number of Equity Shares for which votes cast I/We assent to the resolution (FOR) I/We dissent to the resolution (AGAINST)
1.	TO CONSIDER AND APPROVE MATERIAL RELATED PARTY TRANSACTION WITH MUFINPAY PAYMENT SOLUTIONS PRIVATE LIMITED.
Place: Date:		_____ _Signature of Member/Authorized Signatory

E-VOTING PARTICULARS

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EVEN USER ID PASSWORD
Cut-off date for reckoning Commencement of voting by Last date of receipt of Postal
Voting Rights for Postal Ballot Postal Ballot and E-Voting Ballot and Close of E-Voting (End
and E-Voting (Start Date) Date)
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(Please see the instructions overleaf for filling the Postal Ballot Form.)

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IMPORTANT INSTRUCTIONS FOR VOTING:

1. Voting rights shall be reckoned on the paid-up value of Equity Shares registered in the name of Member / Beneficial Owner as on 16[th] May, 2025. A person who is not a Member as on the Cut-off date should treat this Notice for information purpose only. The voting rights for Equity Shares are one vote per Equity Share, registered in the name of the Members as on the Cut-off date.

2. For E-voting, please refer the instructions under “E-voting Instructions” in the Notice attached herewith.

3. A Member may vote through electronic mode. E-voting will be available from 9.00 a.m. (IST) on 24[th] May, 2025. Members are requested to refer to instructions for e-voting, appended to this Notice.

4. Alternatively, Members may print the Postal Ballot Form and return the same duly completed and signed, so as to reach the Scrutinizer at Mr. Abhay Kumar, Practicing Company Secretary, R-8/2, 3[rd] Floor, Ramesh Park, Laxmi Nagar, Delhi-110092, India on or before 5.00 p.m. (IST) on 22[nd] June, 2025, failing which, it will be strictly treated as if no reply has been received from the Member. The Company, in no way, would be responsible for late / non delivery of Postal Ballot Form on account of any reason whatsoever. Therefore, the Members are requested to send the duly completed Postal Ballot Form well before the last date. Postage / Courier expenses for sending such physical Postal Ballot Form to the Scrutinizer will be borne by the Members. The Members are also requested NOT to send any other paper along with the Postal Ballot Form. Any extraneous paper found with the Postal Ballot Form would be destroyed by the Scrutinizer and the Company would not act on the same.

5. The Members can opt for only one mode of voting, i.e., either by physical Postal Ballot Form or E- voting. In case Members cast their vote by Physical Postal Ballot Form and E-voting, the voting done through E-voting shall prevail and voting done by physical Postal Ballot Form will be treated as invalid.

6. The Postal Ballot Form should be completed in all respects and signed by the Member (as per the specimen signature registered with the Company). Voting Rights in a Postal Ballot cannot be exercised by a Proxy. In case of joint shareholding, this Form should be completed and signed (as per the specimen signature registered with the Company) by a First Named Member and in his / her absence, by the next named Member. Holders of the Power of Attorney (POA) on behalf of the Members may vote on the Postal Ballot mentioning the registration number of the POA and enclosing an attested copy of the POA.

7. In case of Equity Shares held by companies, trusts, societies, etc. the duly completed Postal Ballot Form should be accompanied by a certified copy of the Board Resolution / Authority and attested specimen signature(s) of the duly authorized signatories giving requisite authorities to the person voting on the Postal Ballot Form.

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1. The consent must be accorded by recording the assent in the column “FOR” and dissent in the column “AGAINST” by placing a tick mark ( ✓ ) in the appropriate box. The assent or dissent received in any other form shall not be considered valid. A Member need not use all his / her / their votes nor does he / she / they need to cast his / her / their votes in the same way.

2. The vote(s) of a Member will be considered invalid, inter alia , on any of the following grounds: a) If a form other than the Postal Ballot Form issued by the Company is used;

3. b) If the Postal Ballot Form has not been signed by the Member or if the Member’s signature does not tally with the specimen signature of the Company;

4. c) If the Member has put a tick mark ( ✓ ) in both the columns, that is, for ‘Assent’ and also for ‘Dissent’ to the resolution in such manner that the aggregate shares voted for ‘Assent’ and ‘Dissent’ exceed the total number of shares held;

5. d) If the Postal Ballot Form is incomplete or incorrectly filled;

6. e) If the Member has made any amendment to the resolution or imposed any condition while exercising his / her / their vote;

7. f) If the Postal Ballot Form is received torn or defaced or mutilated or in a manner such that it is difficult for the Scrutinizer to identify either the Member or the number of votes;

8. g) Any competent authority has given directions in writing to the Company to freeze the voting rights of the Members.

9. The Scrutinizer’s decision on the validity of the Postal Ballot Form shall be final.

10. Any query in relation to the Resolution proposed to be passed by Postal Ballot may be sent to lkpfinanceltd@gmail.com.

11. The Result of voting on the resolution will be declared within 2 (two) working days of the end date, at the Registered Office of the Company and will also be displayed on the website of the Company (www.lkpfinance.com) besides being communicated to the Stock Exchanges.

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