AGM

Document Summary

Fincare Business Services Limited (the "Company") will hold its 30th Extra-Ordinary General Meeting (EGM) on Monday, February 12, 2024, at 12:00 Noon at Ground Floor, Bren Mercury, Kaikondanahalli, Sarjapur Main Road, Bengaluru 560035. The EGM's agenda includes the following special business items:

1. Increase in Borrowing Powers of Company: A special resolution will be considered to supersede the resolution passed on March 18, 2019, and increase the company's borrowing powers under Section 180(1)(c) of the Companies Act, 2013. This includes allowing the Board of Directors to borrow sums of money from Banks, Financial Institutions, and other Persons, Firms, Bodies Corporate. The total aggregate borrowings should not exceed Rs. 1,000 crores (Rupees one thousand crores only), notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company (apart from temporary loans obtained from the Company's Bankers in the ordinary course of business) may, at any time, exceed the aggregate of the paid-up share capital of the Company and its free reserves (that is to say reserves not set apart for any specific purpose). The Board is empowered to arrange the terms for these borrowings, including interest, repayment, and security.

2. Approval for Creation of Charges/Mortgages: A special resolution will be considered pursuant to Section 180(1)(a) of the Companies Act, 2013, to approve the creation of charges/mortgages on the company's assets for borrowings. The members' consent is requested to pledge, mortgage, and/or create a charge on the movable or immovable properties of the company in favor of Lending Banks, Financial Institutions, other lenders, or debenture trustees. The securities created by the Company may rank prior, pari passu, or subservient with/to the mortgages and /or charges and/or pledge already created or to be created in future by the Company or in such other manner and ranking as may be thought expedient by the Board and as may be agreed to between the concerned parties. The maximum indebtedness secured by the properties of the Company should not exceed Rs. 1,000 crores (Rupees One Thousand Crores Only) at any time. The Board of Directors and/or Chief Financial Officer and/or Company Secretary is authorized to finalise, settle, and execute relevant documents.

Explanatory Statement: The explanatory statement notes that shareholders approved a borrowing limit of Rs. 400 Crores on March 13, 2019. However, due to the requirement to infuse about Rs. 700 crores into Fincare Small Finance Bank Limited (Fincare SFB) for preferential allotment of equity shares, it is now proposed to increase the borrowing limit to Rs. 1000 Crore. The board recommends the approval of both resolutions. The aforesaid item being a reserved item requires approval from the qualifying shareholders of the Company. None of the Directors, Key Managerial Personnel or their respective relatives are in any way concerned or interested financially or otherwise in the Resolutions.

Additional Notes: A member entitled to attend and vote can appoint a proxy who need not be a member of the company, subject to limitations on the number of members a person can represent as proxy and their shareholding percentage. Shareholders can communicate their vote/response in writing within 5 days from the notice date to compsecfbsl@fincare.com. Proxy forms must be deposited at the Corporate Office 48 hours before the meeting. Corporate shareholders should provide authorization via a Board Resolution. Members should bring the attendance slip to the meeting. The cut-off date to be eligible to attend and vote is January 5, 2024. Institutional/corporate shareholders must send a scanned copy of the board resolution/authorization letter authorizing their representative to attend the EGM and cast their vote to compsecfbsl@fincare.com. Members holding shares electronically are requested to update their details with their DPs. The Company website www.fincare.com has the notice of the EGM. Documents related to the notice are available for inspection at the corporate office during working hours. Members seeking information are to write to the company at compsecfbsl@fincare.com at least seven days before the meeting. Akshay G & Associates will act as the Scrutinizer for the voting process.