I<A RVYIII STOCK BROKING

KARVY STOCKBROKING LIMITED Regd. Office : 46, Avenue 4, Street No.1, Road No.10, Banjara Hills, Hyderabad- 500 034.

NOTICE is hereby given to the members of the Company that the twenty second annual general meeting of the company will be held on Saturday, 30th December, 2017, at 02.00 p.m., at Karvy Millennium, Plot No.31, gth Floor, Financial District, Gachibowli, Hyderabad-32 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited financial statements of the company (including consolidated financial statements) for the financial year ended 31st March, 2017, together with notes and the reports of the Directors and Auditors thereon.

2.To appoint a Director in place of Mr. Ashish Agrawa l (DIN: 00163344), who retires by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment .

3. To appoint B S R & Associates LLP, Chartered Accountants, as Statutory Auditors, and to authorize the Board of Directors to fix their remuneration.

"RESOLVED THAT B S R & Associates LLP, Chartered Accountants, having Registration No: 116231W, having been appointed by the members as the statutory auditors of the company for a period of 5 years to audit the books of accounts of the company from FY.2014 -15 till FY 2018- 19, consent of the members in accordance with the provisions of section 141 of the Companies Act, 2013, and other applicable provisions, if any, read with Companies (Audit and Auditors) Rules issued from time to time, be and is hereby accorded for the ratification of their appointment as the statutory auditors for financial year 2017-2018.

FURTHER RESOLVED THAT the Board of Directors be and is hereby authorised to fix the remuneration of the auditors."

SPECIAL BUSINESS:

Item No. 4: Appointment of Mr. C. Parthasarathy as the Chairman & Managing Director of the company.

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

"RESOLVED THAT pursuant to Sections 196, 197, 198 and other applicable provisions, if any, of the Companies Act, 2013 (the Act), including any statutory modification or re-enactment thereof for the time being in force, the consent of Company is hereby accorded for the appointment of Mr. C. Parthasarathy as the 'Chairman and Managing Director' of the Company for a period of 3 (three) years with effect from June 28, 2017.

Karvy Stock Broking Limited

.......::::=~"" orporate Office: 'Karvy Millennium', Plot No. 31, Nanakramguda, Financial District, Gachibowli, Hyderabad - 500 032, Telangana . T: +91 40 3321 1500 1 F: +91 40 3321 8029 1 service@karvy.com 1 www.karvy.com

Registered Office: 'Karvy House', 46, Avenue 4, Street No.1, Banjara Hills, Hyderabad - 500 034, Telangana. T: +91 40 2331 2454/4467 7400

SEBI Registration No.: NSE· INBIINFIINE 230770138; BSE: INB 010770130; MSEI : INE 260770138; ~~nt (PJ_np_t-JC:::.nl _?J!7_?M.c:;. · rnc:::t · lt\.l_nPJ"n~l _'V)c;;._?n.nc;;. I~(' o .rn.., il· C: ti"V"I, Qrnl, j,....., . ; ,..l,~h.l,.ht;::;\1,,......, .. , ,.. .... _ . no. ;,.t,,.hi ... -Q\t..-- ... --

I<A RVYIII STOCK BROKING

Act, 2013, and subsequently put up to the members for approval at the General Meeting of the company, subject to obtaining such other approvals, if any, that maybe required to be obtained."

Item No. 5- Alteration of the Object Clause of Memorandum of Association of the Company.

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

"RESOLVED THAT pursuant to the provisions of Section 13 and other applicable provisions, if any, of

the Companies Act, 2013 and pursuant to the Companies (Incorporation) Rules, 2014 and subject to

all the applicable laws and regulations, the approva l of the Members of the company be and is

hereby accorded for alteration of the Objects Clause of the Memorandum of Association of the

Company by replacing the Clause no. 04 under "OBJECTS INCIDENTAL AND ANCILLARY TO THE

ATIAINMENT OF THE MAIN OBJECTS" as follows:

*04. To amalgamate or merge with, enter into any scheme of arrangement or composite scheme of

arrangement to merge or demerge, enter into any scheme to structure or restructure with any entity

or entities among others. To absorb or takeover any company or companies or any body corporate,

whether or not having similar objects with the Company, or to sell, exchange, lease, underlease,

surrender, abandon, amalgamate, merge, demerge, slump-sale, sub-divide, mortgage or otherwise

deal with, either absolutely, conditionally or for any limited interest, all or any part of the

undertaking(s), property rights or privileges of the Company, as a going concern or otherwise, to I with any public body, corporation , company, society or association, or to any person or persons,

whether or not having similar objects as of this Company, for such consideration as the Company

may think fit, and in particular for any stock, shares (whether wholly or partly paid), debentures,

debenture-stock, securities or property of any other company and to do all such incidental acts,

deeds and things as may be necessary to give effect to the amalgamation, merger, absorption,

acquisition, takeover, demerger, slump-sale or any other arrangement, as the case may be.

RESOLVED FURTHER THAT the Board of Directors be and are hereby severally authorised to sign all

such forms and returns and other documents and to do all such acts, deeds and things as may be

necessary to give effect to the above resolution ."

By Order of the Board

For KO' stojk Broking Limited

~'</ .. Y. Sailaja Company Secretary FCS:4844

Date: 22.12.2017 Place: Plot no. 31, Karvy Millennium, Nanakramguda, Hyderabad - 500032.

Karvy Stock Braking Limited

Corporate Office: 'Karvy Millennium', Plot No. 31, Nanakramguda, Financial District, Gachibowli, Hyderabad- 500 032, Telangana. T: +91 40 3321 1500 1 F: +91 40 3321 8029 1 service@karvy.com 1 www.karvy.com

Registered Office: 'Karvy House', 46, Avenue 4, Street No.1, Banjara Hills, Hyderabad - 500 034, Telangana. T: +91 40 2331 2454/4467 7400

SEBI Registration No.: NSE: INB/INF/INE 230770138; BSE: INB 010770130; MSEI : INE 260770138;

I<~RVYIII STOCK BROKING

NOTES:

1. Explanatory statement pursuant to Section 102(1) of the Companies Act 2013 in respect

of special business is hereby annexed.

2. This notice is being sent along with the annual report, attendance slip, proxy form and

the route map of the venue of the meeting.

3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to

attend and vote instead of himself and such proxy need not be a member of the

company. The proxies to be effective should be deposited at the registered office of the

company not later than 48 hours before the commencement of the meeting. The proxy

form is enclosed herewith.

4. Members/ Proxies should bring the attendance slips duly filled in and signed for

attending the Meeting.

5. In terms of Section 152 of the Companies Act, 2013, Mr. Ashish Agrawal

(DIN: 00163344), Director, retires by rotation at the Meeting and being eligible, offers

himself for re-appointment. The Board of Directors of the Company recommend his re­

appointment as a Director.

Details of Director retiring by rotation, as required to be provided pursuant to the

provisions of Secretarial Standard on General Meetings ("SS-2"), issued by the Institute

of Company Secretaries of India and approved by the Central Government are provided

herein below:

Name Mr. Ashish Agrawal

Age 44 years

Qualification MBA, CFA, Btech

Experience (including expertise in Mr. Ashish Agrawal, Non-Executive, aged

specific functional area)/Brief Resume about 44 years, holds a Bachelor's degree in

Electronics Engineering from the SGS

Institute of Technology & Science, Indore. He

is also a Chartered Financial Analyst and an

MBA from the Indian Institute of

Management, Ahmedabad. Mr. Ash ish

Agrawal is presently associated with Advisors

Private Limited and is responsible for its

investments in India. Prior to this,

Mr. Ash ish Agrawal was associated with

Lehman Brothers- Mumbai as a Senior Vice

President. He has about 23 years of

experience and has been also associated

with the Bank of America, JM Morgan

Stanley- Mumbai, ICICI Securities and CMC

Limited in his various prior assignments.

Karvy Stock Braking Limited

Corporate Office: 'Karvy Millennium', Plot No. 31, Nanakramguda, Financial District, Gachibowli, Hyderabad- 500 032, Telangana. T: +91 40 3321 1500 1 F: +91 40 3321 80291 service@karvy.com 1 www.karvy.com

Registered Office: 'Karvy House', 46, Avenue 4, Street No.1, Banjara Hills, Hyderabad- 500 034, Telangana. T: +91 40 2331 2454/4467 7400

SEBI Registration No.: NSE: INB/INF/INE 230770138; BSE: INB 010770130; MSEI: INE 260770138;

I<A RVYIII STOCKBROKING

Terms and Conditions of Mr. Ashish Agrawal was appointed as a Non-

Re-appointment Executive Director of KSBL on 29.06.2010,

and is liable to retire by rotation.

Remuneration last drawn NIL

Remuneration proposed to be paid NIL

Date of first appointment on the Board 29/06/2010

Shareholding in the Company NIL

Relationship with other Directors/KMP He is not related with other Directors I KMP

of the company.

Number of meetings of the Board He has attended 3 Board meetings out of

attended during the financial year total 5 meetings held (60% attendance)

(2016-2017)

Directorships of other Boards 1. CMS Info Systems Pvt. Ltd.

Membership/Chairmanship of Nil

Committees of other Boards

*Memberships/Chairmanships of only Audit Committees, Nomination and Remuneration

Committee, Corporate Social Responsibility Committee and Stakeholders' Relationship

Committees in all companies have been considered.

6. Pursuant to Section 113 of the Companies Act, 2013, and the Rules framed thereunder,

the corporate Members intending to send their authorized representative to attend the

Meeting are requested to send a duly certified copy of the Board Resolution, and power

of attorney/authorisation letter, if any, authorizing their representative to attend and

vote at the Meeting.

7. The relevant documents referred to in the proposed resolutions set out in the notice of

AGM are available for inspection at the Registered Office of the Company during

working hours between 10:00 A.M . to 4:00 P.M. except on holidays, up to the date of

the Annual General Meeting.

8. The AGM is being convened at a shorter notice with the approval of all the shareholders

of the company.

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

Item no. 4

The Board of Directors of the Company, has, subject to the approval of members, accorded its consent for the appointment of Mr. C. Parthasarathy as the Chairman & Managing Director ("CMD") of the Company, for a period of 3 (three) years w.e.f June 28,2017.

Karvy Stock Braking Limited

Registered Office: 'Karvy House'. 46, Avenue 4, Street No.1, Banjara Hills, Hyderabad - 500 034, Telangana. T: +91 40 2331 2454/4467 7400

SEBI Registration No.: NSE: INB/INF/INE 230770138; BSE: INB 010770130; MSEI : INE 260770138;

I<A RVYIII STOCKBROKING

degrees in Science and Law. He is reckoned as a leader in the financial services industry in India and is responsible for building KARVY as one of India's truly integrated Financial Service provider. As the Chairman, he oversees the company and renders vision and business direction. His passion and vision for achieving leadership in various segments of the business have transformed KARVY into a leading financial intermediary. He has about 37 years of experience in the financial services arena and your directors believe that, your company will immensely benefit from his rich and valuable experience.

The remuneration of Mr. C. Parthasarathy shall be recommended by the Board/any committee of the Board at an appropriate time later and placed for your approval.

None of the Directors of the Company or key Managerial Personnel or their relatives are to be treated /considered as interested in the said resolution except as mentioned hereunder:

No. of Equity Shares SI.No Name of the Shareholders of Rs.10/- Percentage of holding

1 Comandur Parthasarathy 2,59,304 11.49%

2 Adhiraj Parthasarathy 2416 0.11%

3 Rajat Parthasarathy 2416 0.11%

4 C. Parthasarathy- HUF 766 0.03% ( Karta - C. Parthasarathy )

Item no. 5

Clause 04 of the "OBJECTS INCIDENTAL AND ANCILLARY TO THE ATIAINMENT OF THE MAIN OBJECTS" of the Memorandum of Association (MOA) of the company relating to restructuring I rearrangement are proposed to be amended so as to have a broader enabling clause for various merger/amalgamations/restructuring options that the Company may need to opt from time to time, depending upon the business requirements. The members are therefore requested to approve, by passing an enabling special resolution, in accordance with the provisions of Section 13 and other applicable provisions, if any, of the Compan ies Act, 2013.

None of the Directors or Key Managerial Personnel and I or their relatives, are in any way, financial or otherwise, interested or concerned in this resolution. The Draft MoA of the Company will be open for inspection between 10:00 a.m. to 1:00 p.m. on all working days at the Registered Office i.e. 46, "KARVY House", Avenue 4, Street No. 1, Road No. 10, Banjara Hills, Hyderabad - 500 034 up to the date of the EGM of the Company.

By Order of the Board ock Broking Limited

/-. Sa aja

Company Secretary FCS:4844 Date: 22.12.2017 Place: Plot no. 31, Karvy Millennium, Financt Nanakramguda, Hyderabad- 500032.

Karvy Stock Broking Limited

Corporate Office: 'Karvy Millennium', Plot No. 31, Nanakramguda, Financial District, Gachibowli, Hyderabad- 500 032, Telangana. T: +91 40 3321 1500 IF: +91 40 3321 80291 service@karvy.com I www.karvy.com

Registered Office: 'Karvy House', 46, Avenue 4, Slreet No.1, Banjara Hills, Hyderabad - 500 034, Telangana. T: +91 40 2331 2454/4467 7400

SEBI Registration No.: NSE: INB/INF/INE 230770138; BSE: INB 010770130; MSEI : INE 260770138;