Key Board Approvals

1. Increase in Aggregate Borrowing Limits

  • The Board approved an increase in the company's aggregate borrowing limits under Section 180(1)(c) of the Companies Act 2013 from ₹18,000 crore to ₹23,000 crore.
  • This expanded limit will include fund raises through the issuance of Non-Convertible Debentures (NCDs), other securities or instruments, and various modes of borrowing to be executed in one or more tranches as required.
  • The increase is subject to approval by shareholders at the ensuing Annual General Meeting (AGM).

2. Proposal for Fund Raising via Debt Instruments

  • The Board approved a proposal to raise funds through debt instruments, including Non-Convertible Debentures (denominated in Indian or Foreign Currency), not exceeding ₹2,500 crore.
  • This fund raising is also subject to shareholder approval at the ensuing AGM.
  • Detailed disclosures as required under Regulation 30 of SEBI Listing Regulations and SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 are provided in Annexure I.

3. Appointment of Joint Statutory Auditors

  • The Board approved the appointment of M/s. V. Sankar Aiyar & Co., Chartered Accountants (Firm Registration No.: 109208W) as Joint Statutory Auditors of the company.
  • The appointment is for a consecutive term of three years: FY 2026-27, FY 2027-28, and FY 2028-29.
  • Their term will commence from the conclusion of the 31st Annual General Meeting until the conclusion of the 34th Annual General Meeting, subject to shareholder approval.
  • This appointment is pursuant to RBI Master Directions (RBI/DoS/2026-27/465, DoS.CO.ARG.59/08.91.001/2026-27 dated July 31, 2026) requiring entities with asset size of ₹15,000 crore and above to appoint Joint Statutory Auditors.
  • The firm has a valid Peer Review certificate and has confirmed eligibility under Section 141(3)(g) of the Companies Act, 2013.
  • Detailed disclosures are provided in Annexure II.

4. Amendments to Articles of Association

  • The Board approved amendments to the company's Articles of Association, subject to shareholder approval at the ensuing AGM.
  • The amendments include:
  • Deletion of the clause pertaining to True North Fund VI LLP following their complete divestment of shareholding in the company.
  • Deletion of the clause pertaining to the Common Seal.

5. 31st Annual General Meeting

  • The Board approved the notice for the 31st Annual General Meeting of shareholders.
  • The AGM is scheduled for Tuesday, September 29, 2026, at 12:00 noon IST, to be conducted via Video Conferencing/Other Audio-Visual Means (OAVM).
  • The Notice of the 31st AGM and the Annual Report for FY 2025-26 will be distributed exclusively through electronic mode to shareholders whose email addresses are registered with the company, its Registrar & Share Transfer Agents, or their respective Depository Participants.

Annexure Details

Annexure I provides detailed disclosures for the proposed NCD issuance:

  • Type of securities: Fresh issuance of Non-Convertible Debentures (NCDs), which may be secured or unsecured, redeemable, listed or unlisted, cumulative or non-cumulative, denominated in Indian or foreign currency, fixed rate or market linked, and/or hybrid instruments (not equity shares). These may include instruments qualifying as subordinated Tier II debts or Perpetual debt instruments under RBI Master Directions.
  • Type of issuance: Fresh issuance on a private placement basis to one or more prospective eligible investors.
  • Amount: Subject to shareholder approval, fresh issuance of NCDs up to ₹2,500 crore.

Annexure II provides details on the auditor appointment:

  • Reason for change: Mandated by RBI directions for entities with asset size ≥ ₹15,000 crore to appoint Joint Statutory Auditors.
  • Term: Three consecutive years from the conclusion of the 31st AGM (2026) to the conclusion of the 34th AGM (2029).
  • Firm profile: M/s. V. Sankar Aiyar & Co. has been operating since 1952 with 18 partners and over 175 professionals across offices in Mumbai, New Delhi, Chennai, and Hyderabad. They offer services in audit assurance, tax, advisory, regulatory compliance, and valuation.