BSECompany Update3d ago · 24 Jul 2026, 03:58 pm

Adoption of new set of Memorandum of Association (MOA) and Articles of Association (AOA) subject to the approval of Members

Keto Motors Ltd · 537392

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Keto Motors Ltd has announced the adoption of a new set of Memorandum of Association (MOA) and Articles of Association (AOA) subject to the approval of members. The changes are aimed at bringing the existing MOA in line with the new Companies Act, 2013. The new MOA will have a revised title, and the main objects clause will remain unchanged. The adoption of the new MOA is subject to approval by the members/shareholders of the company.

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Earnings Impact5/10
Growth Catalyst2/10
Governance Concern1/10
Regulatory Risk3/10
Balance Sheet Risk6/10
Liquidity Impact8/10
Market Sentiment5/10

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Keto Motors Ltd - 537392 - Announcement under Regulation 30 (LODR)-Amendments to Memorandum & Articles of Association

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KETO Date: July 24, 2026 BSE Limited, P.J. Towers, Dalal Street, Mumbai-400001 Scrip Code: 537392 Sub: Outcome oft he Board Meeting held on 24.07.2026- Reg. Ref: Regulation 30 & other applicable Regulations of SEBI (LODR) Regulations, 2015 Unit: Keto Motors Limited (formerly known as Taaza International Limited) Dear Sir/Madam, With reference to the above stated subject, we bring to your kind notice that the Board of Directors of the Company at their meeting held on Friday, July 24, 2026, inter-alia considered and approved the following; 1. Accorded approval for Change of Registrar and Share Transfer Agent of the Company from M/s Niche Technologies Private Limited to M/s. Aarthi Consultant Private Limited pursuant to Regulations 7 and other applicable Regulations, if any. The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 are provided in Annexure-A. 2. Accorded approval for Adoption of New Set of Memorandum of Association (MOA) of the Company subject to the approval of members. The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 are provided in Annexure-B. 3. Accorded approval for Adoption of New Set of Articles of Association (AOA) of the Company subject to the approval of members. The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023 are provided in Annexure-B. KETO MOTORS LIMITED (Formerly known as “Taaza International Limited”) Registered Office : 9-1-83 & 84, Amarchand Sharma Complex, Sarojini Devi Road, Secunderabad - 500003, Telangana. KeTo The meeting of the Board of Directors of the Company commenced at 02:00 p.m. IST and concluded at 03:45 p.m. IST. This is for your information and record. Thanking You. Yours faithfully, For Keto Motors Limited (formerly known as Taaza International Limited) Priya Ladda Company Secretary and Compliance Officer Encl:a/a KETO MOTORS LIMITED (Formerly known as “Taaza International Limited”) Registered Office : 9-1-83 & 84, Amarchand Sharma Complex, Sarojini Devi Road, Secunderabad - 500003, Telangana. KETO ANNEXURE-A Details as required under PartA of Schedule 111 and Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No: HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 dated January 30, 2026, concerning the appointments as provided below: S.No Particulars Change in Registrar and Share transfer Agent 1 Reason for appointment or | Considering operational, administrative and discontinuation for better interaction, M/s. Aarthi Consultant Private Limited (SEBI Regn No. INR000000379), a Hyderabad based SEBI registered Registrar and Share Transfer Agent, is appointed as the Registrar and Share Transfer Agent of the Company in place of the existing RTA (M/s. Niche Technologies Private Limited, Kolkata) subject to execution of definitive Agreements. 2 Date on which above would become | The effective date of change of RTA will be effective intimated to the Stock Exchanges in due course of time, after definitive agreements and other relevant documents are executed under applicable statute. M/s. Niche Technologies Private Limited will continue to serve as the Company’s RTA until the completion of data transition, shifting of electronic connectivity, and other related procedures, along with receipt of necessary confirmations from NSDL and CDSL. KETO MOTORS LIMITED (Formerly known as “Taaza International Limited”) Registered Office : 9-1-83 & 84, Amarchand Sharma Complex, Sarojini Devi Road, Secunderabad - 500003, Telangana. KETO ANNEXURE-B Details as required under PartA of Schedule 11l and Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular No: HO/49/14/14(7)2025-CFD-POD2/1//32706226 dated January 30, 2026, concerning the appointments as provided below: S.No Particulars | Brief details regarding changes 1 Adoption The existing Memorandum of Association (MOA) of the Company was of New set | based on the erstwhile Companies Act, 1956. The Alteration of MOA was of MOA necessary to bring the existing MOA in line with the new Companies Act, 2013 (the “new Act”). The object clause and the liability clause of the existing MOA needs to be re-aligned as per Table A of Schedule 1 of the new Act. Members are requested to note that there is no change in main objects of the Company. MOA is proposed to be amended and replaced only to bring the same in line with the new Act. The adoption of New Set of MOA is subject to approval by members/shareholders of the company. Key changes in the New MOA are as follows: » Changed the title of the MOA to effect the applicability of provisions of Companies Act, 2013. » revised Memorandum of Association is substituted in place of the existing Memorandum of Association with no change in existing Clause 111 (A) containing the Main Objects sub-clause no. 1. » in accordance with the Table A of the Schedule I of the Act, the Clause 111 (B) of the Memorandum of Association of the Company, is substituted and renamed as under: “Clause I11 (B) - MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE 111 (a) are:" ~ the existing Clause IlI (c) - Other objects of the Memorandum of Association of the Company is deleted in its entirety. » theexisting ‘Clause [V’ i.e.‘The Liability of the members is limited” = stands deleted and replaced by New ‘Clause IV" i.e. ‘The liabilitoyf the member(s) is limited and this liabilitiys limited to the amount unpaid, if any, on the shares held by them’ KETO MOTORS LIMITED (Formerly known as “Taaza International Limited”) Registered Office : 9-1-83 & 84, Amarchand Sharma Complex, Sarojini Devi Road, Secunderabad - 500003, Telangana. R B L AR KETO 2 Adoption The Articles of Association ("AOA™) of the Company as presently in force of New set | are based on the erstwhile Companies Act, 1956 and several regulations of AOA in the existing AOA are no longer in conformity with the Companies Act, 2013 and SEBI Laws. Further several regulations / articles of the existing AOA of the Company require alteration or deletion pursuant to changes in applicable laws. In view of frequent changes, certain clauses of the existing AOA of the Company should be amended/modified and certain new clauses should also be inserted or replaced in place of existing clauses of AOA to align the same with the prevailing provisions of the Act and rules made thereunder and the Securities Laws referred hereinabove. Since the changes required for aligning the existing AOA with the Act and rules made thereunder and Securities laws were numerous, it was considered expedient to adopt a new AOA in substitution of the existing AOA. During this exercise of amendment of existing clauses and insertion of certain new clauses, chronological serial numbers of the clauses of the AOA have also been changed and were required to be renumbered. The adoption of New Set of AOA is subject to approval by members/shareholders of the company. Key changes in the New AOA are as follows: ~ The New AOA has been restructured and aligned with the provisions of the Companies Act, 2013, the Secretarial Standards issued by the Institute of Company Secretaries of India and other applicable laws. ~ References to the sections, sub-sections, clauses etc. of the Act, which have been amended ares ubstituted with new provisions of the Act. ~ The new AOA to be substituted in place of existing AOA is based on "Table-F" of the Companies Act, 2013 which sets out the model AOA for a company limited by shares. ~ Provisions of the Act, which permit the Company to do certain acts when authorized by AOA, o [Showing first 8,000 characters — download PDF for full document]