Meeting Logistics

The EGM was convened and held on Monday, June 08, 2026, at 11:30 A.M. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM). The meeting commenced at 11:30 A.M. and concluded at 12:35 P.M.

Attendance

Members Present: 82 members attended through VC/OAVM. In-person/proxy attendance was noted as "Not Applicable".

Directors and Key Managerial Personnel Present:

  • Mr. Devender Kumar Garg - Non-Promoter, Non-Executive, Independent Director (Chairman of the meeting)
  • Mr. Vikas Garg - Promoter, Executive, Non-Independent Director
  • Mr. Ravi Kumar Gupta - Non-Promoter, Non-Executive, Independent Director
  • Ms. Ila Gupta - Non-Promoter, Non-Executive, Independent Director
  • Mr. Ashish Jaitley - Non-Promoter, Non-Executive, Non-Independent Director
  • Ms. Bhawna Sharma - Non-Promoter, Executive, Non-Independent Director
  • Mr. Sushil Gupta - Non-Promoter, Executive, Non-Independent Director & CEO
  • Mr. Ashish Sharma - Non-Promoter, Executive, Non-Independent Director & CFO
  • Mr. Gautam Seth - Group Company Secretary

Other Representatives Present:

  • M/s. Shubhangi Aggarwal & Associates, Practicing Company Secretaries (Secretarial Auditor)
  • Mr. Rohit Goel, M/s V.K. Goel Associates (Advocates) (Scrutinizer)

Proceedings Overview

Mr. Gautam Seth, Group Company Secretary, commenced the meeting by welcoming attendees and explaining the operational procedures for the VC/OAVM meeting. He confirmed that the facility for remote e-voting and e-voting during the meeting was provided in compliance with the Companies Act, 2013 and SEBI LODR Regulations, 2015. The e-voting facility by NSDL was available for 15 minutes after the meeting's conclusion for members who had not voted earlier.

Mr. Rohit Goel was appointed as the Scrutinizer to oversee the voting process. The voting results and Scrutinizer's Report were to be declared within prescribed timelines and made available on the company's website, NSDL's website, and submitted to BSE Limited.

The Notice convening the EGM dated May 16, 2026, along with a Corrigendum dated June 04, 2026 (issued in response to BSE queries on the preferential issue), was taken as read.

Management Addresses

Mr. Ashish Jaitley (Non-Executive Director) apprised members of the company's transformational journey, business performance, proposed change of name, fundraising initiatives, and long-term growth strategy.

Mr. Sushil Gupta (CEO & Executive Director) shared management's perspective on strategic priorities and growth roadmap, with emphasis on the Payments and Travel businesses.

Mr. Ravi Kumar Gupta (Independent Director) addressed governance, regulatory compliance, and shareholder protection considerations related to the proposals.

Agenda Items Transacted

The following 21 items of business were transacted as per the EGM notice:

1. Change in name of the company and consequential amendment to the Memorandum and Articles of Association of the company

2. Appointment of Prof. Anil Kumar (DIN: 09477565) as Director of the company (Ordinary Resolution)

3. Appointment of Prof. Anil Kumar (DIN: 09477565) as an Independent Director of the company (Special Resolution)

4. Appointment of Mr. Sushil Gupta (DIN: 11706945) as Director of the company (Ordinary Resolution)

5. Appointment of Mr. Ashish Sharma (DIN: 11708764) as Director of the company (Ordinary Resolution)

6. Appointment of Mrs. Ila Gupta (DIN: 06410275) as an Independent Woman Director of the company

7. Issuance of equity shares on a Preferential basis for a consideration other than cash (swap of shares) (Special Resolution)

8. Issuance of up to 3,12,41,250 fully Convertible Warrants on Preferential Basis to the persons belonging to Promoter/Promoter Group and Non-Promoter, Public category (Special Resolution)

9. To approve raising of funds through issuance of securities by the company (Special Resolution)

10. To authorise the Board of Directors to borrow money under section 180(1)(c) of the Companies Act, 2013 (Special Resolution)

11. Members approval for securing the borrowings of the company under section 180(1)(a) of the Companies Act, 2013 (Special Resolution)

12. Giving Loan and Guarantee or providing security in connection with loan availed by any specified person under section 185 of the Companies Act, 2013

13. To make Loan and Investment exceeding the ceiling prescribed under section 186 of the Companies Act, 2013 (Special Resolution)

14. To consider and approve the Material Related Party transactions proposed to be entered into by the company and its Subsidiary(ies)/Step-Down Subsidiary(ies), Joint Venture(s), Associate entity(ies) and their respective related parties during the Financial Year 2026-27

15. To consider and approve the Material Related Party transactions proposed to be entered into by the company with Vikas Lifecare Limited, being an entity having same Promoter and/or Promoter group of the company, during the Financial Year 2026-27

16. To consider and approve the Material Related Party Transactions proposed to be entered into by the company with Advik Capital Limited, being an entity having same Promoter and/or Promoter Group of the company, during the Financial Year 2026-27

17. To consider and ratify the Material Related Party transactions entered into by the company and its Subsidiary(ies)/Step-Down Subsidiary(ies), Joint Venture(s), Associate entity(ies) and their respective related parties during the Financial Year 2025-26 (Ordinary Resolution)

18. To consider and ratify the Material Related Party Transactions entered into by the company with Vikas Lifecare Limited, being an entity having same Promoter and/or Promoter group of the company, during the Financial Year 2025-26 (Ordinary Resolution)

19. To consider and ratify the Material Related Party transactions entered into by the company with Advik Capital Limited, being an entity having same Promoter and/or Promoter Group of the company, during the Financial Year 2025-26

20. Conversion of loan into equity shares (Special Resolution)

21. Approval for Recoupment of Intragroup Service Charges from its Subsidiaries and Step-Down Subsidiaries (Ordinary Resolution)

Shareholder Interaction

Registered speaker members expressed views, offered suggestions, and sought clarifications on the resolutions and company affairs. Directors present addressed all queries and observations.

Voting Results

The combined results of the remote e-voting and e-voting conducted during the meeting, along with the Scrutinizer's Report, were to be declared separately within prescribed timelines.