Morarka Finance Ltd. — Proxy Solicitation & Information Statement 2025

Jan 13, 2025

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MORARKA FINANCE LIMITED

Regd Off : 511, Maker Chambers V, 221, Nariman Point, Mumbai – 400 021, Tel.: 22832468, 22042945 Fax : 22047288 www.morarkafinance.in, investors@morarkafinance.in CIN : L67120MH1985PLC035632

REF : MFL/2024-25/139 Date : January 13, 2025

Corporate Relationship Department BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Fort, Mumbai – 400 001 Fax : 22723 2082/3132

Scrip Code – 511549

Sub - Postal Ballot Notice – Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”)

In terms of Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby enclose a copy of Postal Ballot Notice (the ‘Notice’) for seeking approval of members for appointment of Shri Arun Kumar Tulsian (DIN: 10872777) as a Non-Executive Independent Director of the Company by way of Special Resolution.

In accordance with circulars issued by Ministry of Corporate Affairs (MCA), from time to time, the Notice has been sent only through electronic mode to those shareholders whose email addresses are registered with the Company/Depositories/ Company's Registrar and Share Transfer Agent viz., MUFG Intime India Private Limited (formerly Link Intime India Private Limited)(RTA) and whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. Friday, January 10, 2025 (“Cut-off date”). The communication of the assent or dissent of the Members would only take place through the remote e-voting system. Those members who have not yet registered their email address, can get the same registered as per the procedure given in the Notice.

The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”) to provide remote e-voting facility to its Members. The e-voting period commences from Wednesday, January 15, 2025, 9.00 a.m. (IST) onwards to Thursday, February 13, 2025 5.00 p.m. (IST). The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on the resolution is cast by the Member, he/ she shall not be allowed to change it subsequently. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on Cut-off date.

This Postal Ballot Notice will also be available on the website of the Company at www.morarkafinance.in, the website of e-voting service provider i.e., CDSL at www.evotingindia.com and on the website of BSE Limited at www.bseindia.com.

This is for your information and record.

Thanking you,

Yours Sincerely

Divya Sunil Digitally signed by Divya Sunil Agarwal Agarwal Date: 2025.01.13 12:13:35 +05'30'

Divya Agarwal

Company Secretary & Compliance officer

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MORARKA FINANCE LIMITED

Regd Off : 511, Maker Chambers V, 221, Nariman Point, Mumbai – 400 021, Tel.: 22832468, 22042945 Fax : 22047288 www.morarkafinance.in, investors@morarkafinance.in CIN : L67120MH1985PLC035632

NOTICE OF POSTAL BALLOT

(PURSUANT TO SECTION 110 AND 108 OF THE COMPANIES ACT, 2013(THE “ACT”) READ WITH RULE 22 AND 20 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014 AND AMENDMENTS THERETO)

TO THE MEMBERS OF THE COMPANY

NOTICE is hereby given that pursuant to provision of Section 110 read with Section 108 and all other applicable provisions if any, of the Companies Act, 2013 (“Act”) read with the Rule 20 Act and Rule 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), as amended from time to time, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force, guidelines prescribed by the Ministry of Corporate Affairs (the “MCA”), Government of India, for holding general meetings/ conducting postal ballot process through electronic voting (“remote e-voting”) vide General Circular No. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023 and 09/2024 dated September 19, 2024 (collectively referred to as “MCA Circulars”) and any other applicable laws and regulations, the following special business is proposed to be passed as a Special Resolution by the Members of Morarka Finance Limited (“Company”) through Postal Ballot only by voting through electronic means (“remote e-voting”).

In compliance with the aforesaid MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories/ Registrar and Transfer Agent (‘RTA’). If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes to receive this Postal Ballot Notice and login ID and password for remote e-voting. Accordingly, a physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place only through the remote e-voting. The detailed procedure for remote e-voting process forms part of the ‘Notes’ section of this Notice.

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In compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules, the MCA Circulars and SS-2, the Company has engaged the services of Central Depository Services (India) Limited (“CDSL”), for the purpose of providing remote e-voting facility to its Members to enable them to cast their votes electronically. The instructions for remote e-voting are appended to this Notice.

The Board of Directors vide their resolution dated December 31 2024, have appointed Mr. Vijay Mishra (ICSI Membership No. F5023), VKM & Associates, Company Secretaries in Practice, Mumbai, as Scrutinizer for conducting the Postal Ballot, through e-voting process, in a fair and transparent manner.

An explanatory statement pursuant to Section 102 of the Act and other applicable provisions of the Act, pertaining to the resolution setting out the material facts and reasons thereof, is appended to this Notice. Postal Ballot Notice dated December 31, 2024, is placed on the website of the Company at www.morarkafinance.in, website of e-voting service provider i.e., CDSL at www.evotingindia.com and on the website of BSE Limited at www.bseindia.com.

E-voting facility is available at the CDSL portal at www.evotingindia.com. Members are requested to read the instructions in the Notes in this Postal Ballot Notice to cast their vote electronically. The votes can be cast during the following voting period:

Commencement of e-voting	Wednesday, January 15, 2025, 9.00 a.m. (IST)
End of e-voting	Thursday, February 13, 2025, 5.00 p.m. (IST)

The e-voting facility will be disabled by CDSL immediately thereafter and will not be allowed beyond the said date and time. The last date of e- voting, i.e., February 13, 2025 , shall be the date on which the resolution would be deemed to have been passed, if approved by the requisite majority. Further, resolution passed by the Members through Postal Ballot are deemed to have been passed as if they are passed at a General Meeting of the Members.

The Scrutinizer will submit his report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced on or before Saturday, February 15, 2025. The said results along with the Scrutinizer’s Report would be intimated to BSE Limited, where the equity shares of the Company are listed. Additionally, the results will also be uploaded on the Company’s website www.morarkafinance.in and on the website of CDSL at www.evotingindia.com.

In case of any grievance or query, members may contact the RTA at, MUFG Intime India Private Limited (formerly Link Intime India Private Limited) (“RTA”), C-101, 247 Park, 1st Floor, LBS Marg, Vikhroli West, Mumbai – 400083 Tel: +91 22 49186000 - 79 Fax: +91 022 - 4918 6060 , Maharashtra. E-mail: rnt.helpdesk@linkintime.co.in ,

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SPECIAL BUSINESS

1. TO APPROVE THE APPOINTMENT OF SHRI ARUN KUMAR TULSIAN (DIN: 10872777) AS A NONEXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY.

To consider and, if thought fit, to give assent or dissent to the following resolution proposed to be passed as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013(herein after referred to as “the Act”), and Companies (Appointment and Qualification of Directors) Rules, 2014 and applicable regulation(s) of the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in force), in accordance with the provisions of Articles of Association of the Company, Shri Arun Kumar Tulsian (DIN: 10872777) who was appointed in causal vacancy caused by resignation of Shri Prithviraj Natrajan Kokkarne (DIN: 00115317) by the Board of Directors based on the recommendation of the Nomination and Remuneration Committee held on December 31, 2024, as an Additional Non-executive Director under section 161(1) of the Act, designated as an Independent Director, who has submitted a declaration that he meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, whose office shall be liable to termination on the date up to which Shri Prithviraj Natrajan Kokkarne (DIN: 00115317) would have held office i.e. commencing from December 31, 2024 to July 16, 2029.

“RESOLVED FURTHER THAT the Board of Directors of the Company (including its committee thereof) or the Company Secretary of the Company, be and are hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution”.

By order of the Board

For Morarka Finance Limited

Place: Mumbai Date: December 31, 2024

sd/Divya Agarwal Company Secretary& Compliance officer ACS 55416

Regd Office : 511, Maker Chambers V, 221, Nariman Point, Mumbai – 400021 Phone No. 022-22832468, Fax: 022-22047288. Email ID : investors@morarkafinance.in CIN : L67120MH1985PLC035632

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NOTES:

1. A statement pertaining to the aforesaid resolutions setting out the material facts, as required under Section 102(1) of the Act and as per Regulation 36(3) of the SEBI Listing Regulations is annexed to this Notice.

2. In terms of the MCA Circulars, this Notice along with the instructions regarding e-voting is being sent only by e-mail to all those members, whose e-mail addresses are registered with the Company or the RTA or with the depository(ies)/depository participants and whose names appear in the register of members/ list of beneficial owners as on the cut-off date i.e. Friday, January 10, 2025. The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off Date.

3. Only those Members whose names are appearing in the Register of Members / List of Beneficial Owners as on the Cut-Off Date shall be eligible to cast their votes through postal ballot by remote e-voting. A person who is not a Member on the Cut-Off Date should treat this Notice for information purposes only. It is however clarified that, all Members of the Company as on the Cut-Off Date (including those Members who may not have received this Notice due to non-registration of their email addresses with the Company/ RTA/ Depositories) shall be entitled to vote in relation to the aforementioned Resolution in accordance with the process specified in this Notice.

4. The Postal Ballot Notice is uploaded on the website of the Company at www.morarkafinance.in, the website of e-voting service provider i.e., CDSL at www.evotingindia.com and on the website of BSE Limited at www.bseindia.com.

5. Members who have not yet registered/ updated their e-mail addresses are requested to register/ update the same with their Depository Participants (DP) in case the shares are held in demat mode and with Company’s RTA, in case the shares are held in physical mode. Members are requested to register/ update their e-mail addresses to enable the Company/ RTA to send communications through e-mail.

6. Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their DPs in case the shares are held by them in electronic form and to RTA in case the shares are held by them in physical form.

7. Members are requested to send all communications relating to shares to the Company’s Registrar and Transfer Agents (RTA) at the following address: M/s. MUFG INTIME INDIA PRIVATE LIMITED C 101, 247 Park, LBS Road, Vikhroli (West), Mumbai - 400083. Tel: +91 22 49186000 - 79 Fax: +91 022 - 4918 6060 Email: rnt.helpdesk@linkintime.co.in

8. All the documents referred to in this Postal Ballot Notice will be available for inspection electronically by the Members from the date of circulation of this Postal Ballot Notice up to the last date of e-voting. Members seeking to inspect such documents are requested to send an email from their registered e- mail address to investors@morarkafinance.in mentioning their name, folio no. / client ID and DP ID, and the documents they wish to inspect.

9. The Board of Directors has appointed M/s VKM & Associates, Practicing Company Secretaries (FCS No. F-5023 & COP No.4279), Practicing Company Secretaries, as the Scrutinizer, for conducting the Postal Ballot process in a fair and transparent manner.

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1. In accordance with the MCA Circulars and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), the Company is sending the Postal Ballot Notice in electronic form only, instead of dispatching hard copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope to the Members for this Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through remote e-voting only.

2. In compliance with the provisions of Sections 108 and 110 and other applicable provisions of the Act, read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI Listing Regulations as amended from time to time, read with the relevant circulars, and the applicable MCA Circulars, the Company is pleased to offer remote e-voting facility to Members to cast their vote electronically. The Company has engaged the services of Central Depository Services (India) Limited (hereinafter referred to as “CDSL” or “Service Provider”) for facilitating remote e-voting to enable the Members to cast their votes electronically for this Postal Ballot.

3. The e-voting period commences from Wednesday, January 15, 2025, 9.00 a.m. (IST) onwards to Thursday, February 13, 2025 5.00 p.m. (IST). The e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on the resolution is cast by the Member, he/ she shall not be allowed to change it subsequently.

4. The Resolution, if passed by requisite majority, will be deemed to have been passed on the last date of remote e-voting i.e. Thursday, February 13, 2025.

The procedure to login to e-voting website as detailed hereunder:

In compliance with the provisions of Sections 108 and 110 of the Act and Rules 20 and 22 of the Rules, Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, the Company has provided the facility of remote e-voting to all Members, to enable them to cast their votes electronically. The Company has engaged the services of CDSL to provide remote e-voting facility to its Members.

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (i) The voting period begins on Wednesday, January 15, 2025, 9.00 a.m. (IST) onwards to Thursday, February 13, 2025 5.00 p.m. (IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, January 10, 2025, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• (ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public noninstitutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

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In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders , by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

• (iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in Demat mode withCDSL Depository

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 users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & New System Myeasi Tab. 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 remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, 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 websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. 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 systemofalle-voting ServiceProviders.

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Individual Shareholders holding securities in demat mode withNSDL Depository

1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. 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. 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 remote e-Voting period. 2) 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 at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3) 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 a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. 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 remote e-Voting period.

Individual Shareholders (holding securities in demat mode) login through theirDepository Participants (DP)

1) You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e- Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 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 theremote e-Voting period.

Important note: Members 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

**Login type **	Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 18002109911
Individual Shareholders holding securities in Demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at : 022 - 4886 7000 and 022 - 2499 7000

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Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

• (iv) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

• 1) The shareholders should log on to the e-voting website www.evotingindia.com.

• 2) Click on “Shareholders” module.

• 3) Now enter your User ID

  • a. For CDSL: 16 digits beneficiary ID,

  • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

  • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

• 4) Next enter the Image Verification as displayed and Click on Login.

• 5) 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.

• 6) If you are a first-time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
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 byCompany/RTA or contact Company/RTA.
Dividend Bank Details ORDate of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. • 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.

(v) After entering these details appropriately, click on “SUBMIT” tab.

• (vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form 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 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.

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• (vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• (viii) Click on the EVSN for the relevant on which you choose to vote.

• (ix) 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.

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

• (xi) 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.

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

• (xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

• (xiv) 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.

• (xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.

• It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

• Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer at vkmassociates@gmail.com and to the Company at the email address viz; investor@morarkafinance.in if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

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

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, 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 Company at investors@morarkafinance.in or RTA at rnt.helpdesk@linkintime.co.in

2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

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1. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings 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, 25th 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

By order of the Board

For Morarka Finance Limited

Place: Mumbai Date: December 31, 2024

sd/Divya Agarwal Company Secretary& Compliance officer ACS 55416

Registered office: 511, Maker Chambers V, 221, Nariman Point, Mumbai - 400021 CIN: L67120MH1985PLC035632 Tel: 91 22 22832468 E-mail: investors@morarkafinance.in; Website: www.morarkafinance.in

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EXPLANATORY STATEMENT

Pursuant to Section 102 of the Companies Act, 2013 (“Act”)

Item No. 1

According to provisions of the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, if the Non–executive Chairman of the Company is a promoter, at least one half of the board of the company should consist of Independent Directors. Consequent upon the resignation of Shri Prithviraj Natrajan Kokkarne (DIN: 00115317), an Independent Director of the Company, it is required to appoint an Independent Director on the Board of the Company. In view of the above the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee in their meeting held on Tuesday, December 31, 2024 has appointed Shri. Arun Kumar Tulsian (DIN: 10872777), as an Additional NonExecutive Independent Director on the Board of the Company for a period commencing from December 31, 2024 to July 16, 2029.

The Board considered the proposal to seek approval from the shareholders through a postal ballot in the same meeting, in accordance with provisions of the Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, Section 152 and Section 110 of the Companies Act, 2013 along with the rules framed thereunder.

Shri Arun Kumar Tulsian is not disqualified from being appointed as director in terms of Section 164 of the Act. He has confirmed that he is not debarred from holding the office of a director by virtue of any order from SEBI or any such authority and has given his consent to act as Director of the Company. The Company has also received declaration from him, stating that he meets the criteria of independence as prescribed under Section 149(6) of the Act and under Regulation 16(1)(b) of SEBI Listing Regulations.

Shri Arun Kumar Tulsian is a fellow member of Institute of Chartered Accountants of India (ICAI), having more than 34 years of extensive post qualification experience in Statutory Audits, Internal & Management Audits and Management Consulting. He has been former Convener of Management Practices Study Group and Joint Convener of Insurance Study Group of NIRC of ICAI. He had been inducted as a member on Accounting Standards Board (ASB) and Auditing & Assurance Standards Board (AASB) of ICAI in relation to revision of Ind AS’s ( the Indian Accounting Standards ) and Auditing Standards. The Board believes that his professional expertise and vast experience will bring immense value to the Company.

Pursuant to section 152 read with Schedule IV to the Act, in the opinion of the Board, the proposed appointment fulfils the conditions specified under the Act and the rules made thereunder and the applicable provisions of SEBI Listing Regulations and is independent of the Management.

The Board has taken on record the declarations submitted by him after undertaking due veracity of the same and is of the opinion that he is a person of integrity and possesses relevant expertise and experience relating to the business and industry in which the Company operates.

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Other than Shri Arun Kumar Tulsian, none of the directors, key managerial personnel of the Company or their relatives are, directly or indirectly, concerned or interested, financially or otherwise in this resolution, except to the extent of their respective shareholding, if any, in the Company.

The Board is of the opinion that Shri Arun Kumar Tulsian possesses requisite skills, experience and knowledge relevant to the Company’s business and it would be of immense benefit to the Company to have his association with the Company as an Independent Director of the Company and accordingly recommends passing of the special resolution set out in Item No. 1 of this notice for approval of the members.

By order of the Board

For Morarka Finance Limited

Place: Mumbai Date: December 31, 2024

sd/Divya Agarwal Company Secretary& Compliance officer ACS 55416

Registered office: 511, Maker Chambers V, 221, Nariman Point, Mumbai - 400021 CIN: L67120MH1985PLC035632 Tel: 91 22 22832468 E-mail: investors@morarkafinance.in; Website: www.morarkafinance.in

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ANNEXURE 1

Brief profile of Shri Arun Kumar Tulsian in terms of the SEBI Listing Regulations and the Secretarial Standard on the General Meetings (“SS-2”) has been provided in this Explanatory Statement as under

Name of the Director	Shri Arun Kumar Tulsian
DIN	10872777
Date of Birth	December 6, 1964
Nationality	Indian
Date of First Appointment	Appointed with effect from December 31, 2024, subject to approval from shareholders
Qualifications	CharteredAccountant
Experience & Expertise	A fellow member of Institute of Chartered Accountants of India (ICAI), with over more than 34 years of extensive post qualification experience in Statutory Audits, Internal & Management Audits and Management Consulting. Recognized for contribution to Excellence in Financial Reporting and active involvement with the Accounting Standards Board (ASB) & Auditing & Assurance Standards Board (AASB) of ICAI. Expertise: Finance & Auditing
Number of Meetings of the Board attended during the year(FY 2024-25)	Nil
Shareholding of Directors in Company	Nil
Directorship held in other public companies excluding foreign and private Companies	NIL
Chairmanship/memberships of Committees*	Chairmanship: (0) Membership: (0)
Details of last drawn salary	Nil
Details of remuneration sought to be paid	No remuneration is proposed to be payable to the Director as on date, except sitting fees.
No. of shares held in the Company	Nil
Relationship between Directors inter-se	NA

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