Key Quantitative Figures and Dates

  • Cut-off date for voting eligibility: Friday, October 16, 2026
  • Remote e-voting period: Monday, October 26, 2026 at 09:00 AM IST to Tuesday, November 24, 2026 at 05:00 PM IST
  • Material RPT value: Aggregate value not exceeding ₹1,200 Crores (Rupees One Thousand Two Hundred Crores only)
  • Estimated revenue from RPT: Approximately ₹96.00 Crores (Rupees Ninety Six Crores only)
  • RPT validity period: From date of passing resolution until March 31, 2027

Parties Involved

  • Related Party: Aligned Investment Private Limited (formerly known as Sitnem Trading and Investment Private Limited)
  • Scrutinizer: Mr. Himanshu S. Kamdar, Practicing Company Secretary (FCS No. 5171, CP No. 3030)
  • RTA: MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited)
  • Stock Exchanges: BSE Limited and National Stock Exchange of India Limited

Resolution Details

Item No. 1: Alteration of Memorandum of Association (Special Resolution)

Purpose: To insert a new clause 8 in Clause III (A) of the MoA to enable the company to act as a Sponsor, Asset Management Company, and/or Trustee for various investment funds including mutual funds, AIFs, REITs, InvITs, and other financial/securities-related businesses.

Rationale: To pursue growth opportunities in various fields of business and consider new business proposals with good future prospects that can increase shareholders' return.

Requirements: The alteration requires registration with the Registrar of Companies, Maharashtra, Mumbai - I, and commencement of any activity under the new clause is subject to obtaining necessary registrations/approvals under applicable laws.

Filing: e-Form MGT-14 must be filed with ROC within thirty days of passing the resolution.

Item No. 2: Approval for Material Related Party Transactions (Ordinary Resolution)

Nature of Transactions: Purchase and/or sale of Debentures or securities with Aligned Investment Private Limited.

Related Party Status: AIPL became a related party on April 10, 2025 as it is controlled by Mrs. Sana Azeez (spouse of Mr. Feroze Azeez, Joint CEO and KMP of the company), who holds 99.99% shareholding in AIPL as of September 30, 2026.

Rationale: To expand procurement sources for debentures/securities due to increasing client demand and limitations in availability of Structured Products, thereby supporting business continuity and growth.

Pricing: Transactions will be at market price on the date of transaction, on arm's length basis, and in the ordinary course of business.

Voting Restrictions: Related parties as defined under SEBI LODR Regulations cannot vote on this resolution.

Financial Impact Assessment

  • The proposed RPT value of ₹1,200 crores represents 104.45% of the company's annual consolidated turnover for the immediately preceding financial year.
  • The value represents 364,745.41% of the related party's (AIPL) annual consolidated turnover for FY 2025-26 (₹32.89 lakhs).
  • AIPL's financial performance for FY 2025-26: Turnover ₹32.89 lakhs, Profit After Tax ₹13.97 lakhs, Net worth ₹518.36 lakhs.
  • AIPL's net worth increased to ₹114.18 crores as of October 09, 2026 due to further infusion of capital.

Governance and Approval Process

  • The Board of Directors approved the resolutions at its meeting held on October 09, 2026.
  • The Audit Committee, comprising Independent Directors, has reviewed and approved the RPT after satisfying themselves that the transactions are at arm's length and in the ordinary course of business.
  • The company has a well-defined Policy on Related Party Transactions that is reviewed regularly.
  • Whole-time Director & CEO and Chief Financial Officer have provided a certificate confirming the terms are in the company's interest.

Voting and Result Declaration Process

  • Remote e-voting facility provided by MUFG Intime India Private Limited.
  • Voting rights are in proportion to shareholding as on cut-off date.
  • Scrutinizer will submit report to Chairman upon completion of scrutiny.
  • Results will be communicated to stock exchanges within 2 working days from last date of e-voting.
  • Results will be declared by November 26, 2026 at 6:00 PM IST and displayed on company website and at registered office.

Additional Information

  • The notice is being sent only through electronic mode to members with registered email addresses.
  • Physical copies of postal ballot forms are not being sent in compliance with MCA Circulars.
  • Members can inspect relevant documents electronically upon request to csarwsl@rathi.com.
  • Detailed voting instructions are provided for shareholders holding securities in both physical and demat mode.