Postal Ballot-Scrutinizer''s Report

| ADJ & Associates ‘ Company Secretaries 305, Fortune Business Center, Next to Hotel Winway, 165 RNT Marg, Indore -452001 (M.P)) Scrutinizer's Report [Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended] The Chairman Key Corp Limited 16/16-Acivil Lines Kanpur, Uttar Pradesh, India, 208001 Re: Scrutinizer’s Report on the voting by means of Remote E-voting process on the Resolution set out in the Postal Ballot Notice dated 15t July 2026. Dear Sir, I, Ankit Dhanotia, Practicing Company Secretary and Partner, AD] & Associates, Company Secretaries, have been appointed as Scrutinizer by the Board of Directors of Key Corp Limited ("the Company") for the purpose of scrutinizing the voting by means of Postal Ballot, only by remote e-voting process ("e- voting") in a fair and transparent manner on the resolutions contained in the postal ballot notice dated 15 July 2026 ("Notice") sent in accordance with General Circular No. 14/2020 dated April 8, 2020, 17/2020 dated April 13,2020, 09/2024 dated September 19, 2024 and subsequent circulars issued in this regard, the latest being 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs ("MCA") (hereinafter collectively referred to as "MCA Circulars"). 1. Incompliance with the MCA Circulars, the Notice was sent only through electronic mode to members whose email address is registered with the Company/Registrar and Transfer Agent of the Company, viz., ABS Consultant Private Limited ("RTA")/Depository Participants/Depositories, viz., Central Depository Services (India) Limited ("CDSL") as on Friday, 10 July 2026 ("Cut-Off Date"). The Notice was also placed on the website of the Company at www.keycorpltd.com, website of the Stock Exchange, ie, BSE Limited at www.bseindia.com, and on the website of CDSL at www.evotingindia.com, being the agency appointed by the Company to provide to its members facility to exercise their right to vote on the resolutions contained in the Notice. In compliance with the MCA Circulars and Pursuant to Rule 20 of the Companies (Management and Administration) Rules 2014, as amended, a newspaper advertisement was published on 18 July 2026 in“The Pioneer’ (English language newspaper) and in‘Swatantra Chetna’ (Hindi language newspaper) specifying the details of dispatch of Notice and instructions for e-voting. 2. The said appointment as Scrutinizer is under the provisions of Section 110 of the Companies Act, 2013 ("the Act") read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, as amended ("the Rules"). As the Scrutinizer, I have to scrutinize the process of e-voting conducted for the postal ballot, using an electronic votin; the dates referred to in the Notice. Page | 1 Email - office@adjassociates.in ADJ & Associates ‘ Company Secretaries | 305, Fortune Business Center, Next to Hotel Winway, 165 RNT Marg, Indore -452001 (M.P.) ‘ 3. The management of the Company is responsible to ensure compliance with the requirements of (i) the | Actand the Rules made thereunder; (ii) the MCA Circulars; and (iii) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to e-voting on the resolutions contained in the Notice. The management of the Company is responsible for ensuring a secured framework and robustness of the electronic voting systems. } 4. My responsibility as a Scrutinizer for e-voting process is restricted to making a Scrutinizer's Report of | the votes cast "in favour" or "against' the resolutions contained in the Notice, based on the reports generated from the e-voting system provided by CDSL, being an agency authorized under the Act and the Rules made thereunder engaged by the Company to provide e-voting facility, and attendant papers/documents furnished to me electronically by the Company and/or CDSL for my verification. 5. Subject to the provisions of the Articles of Association of the Company, the members of the Company as on the Cut-Off Date, as set out in the Notice, i.e., Friday, 10 July 2026, were entitled to vote on the i resolutions (Item Nos. 1 to 5 as set out in the Notice) and their voting rights were in proportion to their | shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date. | 6. (a) The e-voting period remained open from Monday, July 20, 2026, at 9.00 a.m. (IST) to Tuesday, | August 18, 2026, at 5.00 p.m. (IST). (b) The votes cast during the e-voting period were unblocked on Tuesday, 18 August 2026 after the conclusion of e-voting period for Postal Ballot and was witnessed by two witnesses, Mr. Ashutosh Bhujbal and Ms. Palak Yadav who are not in the employment of the Company and/or CDSL. They have signed below in confirmation of the same. Ashutosh Bhujbal Palak Yadav () Thereafter, the details containing, inter alia, the list of members who voted "in favour" or "against" on each of the resolutions that was put to vote, were generated from the e-voting website of CDSL | ie www.cvotingindia.com. Based on the report generated by CDSL and relied upon by me, data regarding the e-voting was scrutinized on test check basis. (d) The register, in accordance with Rules 20(4)(xiv) and 22(10) of the Companies (Management and | Administration) Rules, 2014, has been maintained electronically to record the assent or dissent | received, mentioning the particulars of name, address, folio number or DP ID Client ID of the | members, number of shares held by them and nominal value of such shares. There were no shares ] with differential voting rights in the Company, hence there is no requirement of maintaining the | list of shares with differential voting rights. i 7. I'submit herewith the Scrutinizer's Report on the results of <yoting for postal ballot, based on the reports generated by CDSL, scrutinized on test check haSis upon by me as under: - Page | 2 Email - office@adjassociates.in | ADJ & Associates Company Secretaries 305, Fortune Business Center, Next to Hotel Winway, 165 RNT Marg, Indore -452001 (M.P.) Result of the Postal Ballot through remote e-voting are as under: Resolution Item No. 1- Special Resolution: Alteration of the object clause of the Memorandum of Association and to amend Memorandum of Association | of the company as per the companies act, 2013 Resolution Required: (Ordinary/ Special) Special Resolution Whether promoter/ promoter group are interested in the agenda/resolution? | No B % Of[ ¢ % of [% of | No. of |No. of | Votes Vores- in | No- of | Votes in | Votes | [ shares | votes Polled on | °*S™™ | Votes- | favor on |against Category Mode of . | favor N ‘ 2% held polled outstandi against | votes on votes otug ng shares polled polled | | 3) =1/ ©) =@/ ) =165/ | | (0] . (2),,, | @y *100 @) ®) )]*100 | ()] *100 voting promoterand | ihough | 4144519 | 4144519 | 100% | 41,4451 [ 0 100% 0% | o e Postal | wR Ballot | Total 41,43519 | 4144519 | 100% | 4144519 | 0 100% 0% || Remote e- % voting P Iu nb stl ii tc u t- i onal |L 1" 05" 10 - - 1 - - - Shareholders | Ballot | Total | 1300 - - - - - - ; | Remote e- . | voting || PTnugbtliiicc l-i onN on- \;1.:\-: ..],45‘ 18,54,181 3762 0.20% 3719 13 98.86% | 1.14% | Shareholders | ' ‘ | Ballot [ Total 18,54,181 3762 0.20% 3719 13 98.86% | 1.14% | Total 60,00,000 | 4148281 | 69.13% | 4148238 | 43 99.99% | 0.00% e}e N_/S& / O, 1Y | Wy secss Page | 3 Cont. Us : - +91-9301544797, +91-7697474181 Email - office@adjassociates.in ADJ & Associates Company Secretaries 305, Fortune Business Center, Next to Hotel Winway, 165 RNT Marg, Indore -452001 (M.P.) Resolution Item No. 2 -Special Resolution: Appointment of Mr. Yogesh Yashpaul Chadha (DIN: 01681680) as an Independent Director of the Company. Resolution Required: (Ordinary / Special) Special Resolution ‘Whether promoter / promoter group are interested in the agenda/ resolution? | No % Of % of No. of |No. of | Votes 3"‘ o No. of | [Showing first 8,000 characters — download PDF for full document]