Meeting Details

  • Date: Monday, 2 November 2026
  • Time: 12:45 p.m. IST
  • Location: Conducted through Video Conferencing (VC)/Other Audio-Visual Means (OAVM)
  • Type: Extraordinary General Meeting
  • Cut-off date for voting rights: Monday, 26 October 2026
  • Deemed venue: Registered Office of the Company at 4th Floor, Bajaj Finserv House, Off Pune-Ahmednagar Road, Viman Nagar, Pune - 411014

Proposed Resolutions and Implications

Item No. 1: Issuance of Warrants on Preferential Basis to Bajaj Finserv Limited

This special resolution seeks approval for:

  • Issuance of up to 5,75,25,985 warrants convertible into equivalent number of equity shares
  • Aggregate consideration not exceeding ₹5,800 crore
  • Warrants convertible within 18 months from allotment date
  • 25% payment at warrant allotment, 75% at conversion to equity shares
  • Pricing determined as per SEBI ICDR Regulations with floor price of ₹1,008.24 per warrant
  • Objects: Up to ₹4,640 crore for debt repayment and ₹1,160 crore for general corporate purposes
  • Post-issue promoter holding expected to be 51.23% (assuming full conversion)

Item No. 2: Issuance of Securities under Qualified Institutions Placement

This special resolution seeks approval for:

  • QIP issuance of equity shares to raise up to ₹11,700 crore
  • Allocation to Qualified Institutional Buyers only
  • Completion within 365 days from resolution passing
  • Pricing with discount not more than 5% on floor price calculated as per SEBI ICDR Regulations
  • Objects: Up to ₹9,360 crore for debt repayment and ₹2,340 crore for general corporate purposes
  • Minimum allottees: 2 (if issue size ≤ ₹250 crore) or 5 (if issue size > ₹250 crore)

Voting Process and Methods

Remote E-voting

  • Period: Thursday, 29 October 2026 (9:00 a.m. IST) to Sunday, 1 November 2026 (5:00 p.m. IST)
  • Service Provider: KFin Technologies Limited
  • Methods:
  • Individual demat holders: Login through NSDL/CDSL platforms
  • Other shareholders: Login through KFin's e-voting portal https://evoting.kfintech.com
  • Helpdesk contacts provided for technical assistance

E-voting at EGM

  • Available for members present at EGM who haven't voted remotely
  • Voting kept open for 15 minutes at end of meeting
  • Members can vote through 'e-voting' sign on video screen or 'Thumbs-up' icon on e-Meeting webpage

Key Voting Outcomes and Participation

  • Total votes cast: To be determined after EGM
  • Results will be declared along with scrutinizer's report
  • Results will be placed on Company website and KFin website
  • Participation breakdown by shareholder category will be available post-voting

Scrutinizer's Role and Appointment

  • Appointed Scrutinizer: Sachin Bhagwat, Practicing Company Secretary (ACS No. 10189, CP No. 6029)
  • Alternate Scrutinizer: Amruta Patil, Partner, Jog Limaye & Associates (ACS No. 25028, CP No. 27101)
  • Responsibilities: Count votes cast at meeting, unblock remote e-voting votes, prepare consolidated scrutinizer's report
  • Report Timeline: To be prepared immediately after conclusion of voting

Compliance with Laws and Regulations

The notice confirms compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
  • Ministry of Corporate Affairs General Circular No. 03/2025 dated 22 September 2025
  • All required documents available for electronic inspection by members

Additional Information

  • The notice is being sent electronically to members with registered email addresses
  • Physical attendance dispensed with; no proxy facility available
  • Speaker registration required by 30 October 2026 for participation in EGM
  • KYC compliance mandatory for physical shareholders
  • All documents referred to in the notice available for electronic inspection
  • Certificate from Practising Company Secretary available for inspection during meeting