Nature of Event

Regulatory disclosure of 36th Annual General Meeting notice and agenda items requiring shareholder approval

Meeting Details

The 36th Annual General Meeting (AGM) will be held on Friday, September 25, 2026 at 03:30 P.M. IST through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).

The Register of Members & Share Transfer Books will remain closed from Saturday, September 19, 2026 to Friday, September 25, 2026 (both days inclusive) for the purpose of the AGM.

Ordinary Business

Item 1: Adoption of Financial Statements

  • To consider and adopt the Audited Standalone Financial Statement for the year ended March 31, 2026 with reports of Board of Directors and Auditors
  • To consider and adopt the Audited Consolidated Financial Statement for the year ended March 31, 2026 with report of the Auditors

Item 2: Director Re-appointment

  • To appoint a director in place of Mr. Mandeep Singh (DIN: 06395827), Executive Director, who retires by rotation and offers himself for re-appointment

Special Business

Item 3: Re-appointment of Mr. Aditya Vikram Kanoria as Managing Director

  • Special Resolution to re-appoint Mr. Aditya Vikram Kanoria (DIN: 07002410) as Managing Director and Key Managerial Personnel
  • Term: 3 years with effect from November 03, 2026 to November 02, 2029
  • Remuneration: ₹50,40,000 per annum including variable bonus
  • Additional perquisites/allowances including cost of living allowance, housing allowance, entertainment allowance, etc.
  • Reimbursement of all expenses including medical expenses up to 40% of total expense incurred for health of parents, spouse, children
  • Leave with full pay or encashment as per company policy
  • The appointment is subject to provisions of Sections 196, 197, 198, 203 of Companies Act, 2013 and Schedule V

Item 4: Re-appointment of Ms. Shubhangi Agarwal as Independent Director

  • Special Resolution to re-appoint Ms. Shubhangi Agarwal (DIN: 08135535) as Independent Director
  • Current term: October 28, 2021 to October 27, 2026
  • Proposed second term: October 28, 2026 to October 27, 2031
  • Entitled to sitting fees and commission within limits approved by members
  • Qualification: Company Secretary with 11 years experience in corporate laws

Item 5: Re-appointment of Mr. Sulabh Jain as Independent Director

  • Special Resolution to re-appoint Mr. Sulabh Jain (DIN: 07739598) as Independent Director
  • Current term: November 03, 2021 to November 02, 2026
  • Proposed second term: November 03, 2026 to November 02, 2031
  • Entitled to sitting fees and commission within limits approved by members
  • Qualification: Company Secretary with 10+ years experience in consultancy and advisory

Items 6-14: Material Related Party Transactions

Nine separate ordinary resolutions seeking approval for material related party transactions, each capped at ₹10 crores outstanding at any point during FY 2026-27:

Item 6: AMPL Asset Management Private Limited
  • Wholly owned subsidiary
  • FY 2024-25 turnover: ₹691.03 lakhs, net worth: ₹1191.17 lakhs, net profit: -₹847.29 lakhs
  • Previous transactions: Interest income and loan transactions in past years
Item 7: AMPL Wealth Management Private Limited
  • Wholly owned subsidiary
  • FY 2024-25 turnover: ₹170.69 lakhs, net worth: ₹450 lakhs, net profit: ₹35.76 lakhs
  • Previous transactions: Interest income and loan transactions
Item 8: AMPL Capital Advisors Private Limited
  • Wholly owned subsidiary
  • FY 2024-25 turnover: ₹27.30 lakhs, net worth: -₹90.02 lakhs, net profit: -₹78.81 lakhs
  • Previous transactions: Interest income and loan transactions
Item 9: AZH Consultants LLP
  • Related party due to common directors/partners
  • Transaction type: Purchase of loans/exposure, providing loans and advances, availing/rendering services
Item 10: D.P. Jewelline Private Limited
  • Related through Mrs. Supriya Kataria (wife of Director Mr. Vikas Kataria) who holds 8.06% shareholding
  • FY 2024-25 turnover: ₹5,057.99 lakhs, net worth: ₹2,374.74 lakhs, net profit: ₹15.08 lakhs
  • Previous transactions: Loan drawdowns and repayments in FY 2025-2026
Item 11: DP Global Wealth Management LLP
  • Related through Mr. Vikas Kataria who holds 8.06% in company and 50% in this entity
  • Business: Cyber security, forensic audit
Item 12: Everence Technologies Private Limited
  • Related through Mr. Vikas Kataria who holds 8.06% in company and 60% in this entity
  • Business: Cyber security, forensic audit
  • Previous transactions: Loan drawdowns, repayments and interest expenses in FY 2025-2026 totaling ₹1,27,76,731
Item 13: Zero Carbon Tech 24 Private Limited
  • Related through Mr. Vikas Kataria who holds 8.06% in company
  • Business: Zero manufacturing products for emissions of carbon from air
Item 14: Bengal Tiger Capital Advisors LLP
  • Related through common directors/partners
  • Transaction type: Purchase of loans/exposure, providing loans and advances, availing/rendering services

Item 15: Appointment of Secretarial Auditor

  • Ordinary Resolution to appoint M/s Mayuri Sinha & Co., Practicing Company Secretaries as Secretarial Auditor
  • Term: Five consecutive financial years from FY 2026-27 to FY 2030-31
  • Certificate of Practice No. 20036 and Membership No. A48931
  • Replaces M/s Sumit Bajaj & Associates who resigned effective August 28, 2026

Voting Arrangements

  • Remote e-voting period: September 22, 2026 (9:00 AM) to September 24, 2026 (5:00 PM)
  • Cut-off date for voting eligibility: September 18, 2026
  • Scrutinizer: M/s. CS Mayuri Sinha Proprietor of M/s Mayuri Sinha & Co.
  • Results to be declared within 48 hours of AGM conclusion

Financial Performance Reference (From Annexure II)

  • FY 2023-24: Turnover ₹695.72 lakhs, Net profit ₹212.36 lakhs
  • FY 2024-25: Turnover ₹1002.87 lakhs, Net profit ₹216.53 lakhs
  • FY 2025-26: Turnover ₹4413.78 lakhs, Net profit ₹2796.27 lakhs

Capital Structure Impact

No direct impact on capital structure disclosed in this notice. The resolutions primarily concern appointments and related party transactions without equity dilution.

Cash Flow Implications

Related party transactions may involve cash inflows/outflows up to ₹10 crores per entity, but specific amounts are not quantified in the disclosure beyond the aggregate caps.