1. Approval of Notice of Annual General Meeting

The Board approved the Notice convening the Annual General Meeting (AGM) of the Company scheduled to be held on Tuesday, 29 September 2026 at 2:00 P.M. through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The Board's Report and other related documents were also approved.

2. Reclassification of Promoters under Regulation 31A of SEBI LODR Regulations

The Board noted that Mr. Satish Gogia, an existing Promoter, requested reclassification of the following existing Promoters into the "Public" category:

  • Mr. Satish Gogia
  • M/s Satish Gogia HUF
  • Late Shri Khem Chand (passed away in 1997, death certificate now received)

The Board approved the proposal for reclassification from "Promoter / Promoter Group" to "Public" category, subject to:

  • Approval of the shareholders
  • Filing of application with BSE Limited
  • Compliance with all applicable regulatory requirements

The Board authorized the Company to make necessary applications, filings, disclosures and submissions with BSE Limited, depositories, Registrar & Transfer Agent and other statutory authorities.

3. Classification of Mr. Ankur Gogia as Promoter / Promoter Group

The Board noted that Mr. Satish Gogia transferred certain equity shares to his son, Mr. Ankur Gogia (DIN 05186598), by way of gift. Mr. Ankur Gogia is presently reflected under the "Public" category. After considering Regulation 31A of SEBI LODR Regulations, the Board approved the classification of Mr. Ankur Gogia as Promoter / Promoter Group, subject to applicable regulatory approvals and filings.

4. Appointment of Scrutinizer

The Board approved the appointment of M/s Arpit Garg & Associates, Practicing Company Secretaries (COP No. 22703), as the Scrutinizer for scrutinizing the remote e-voting and voting at the ensuing AGM and for providing the Scrutinizer's Report.

5. Appointment of Statutory Auditor – Term of 5 Years

Pursuant to the resignation by existing Statutory Auditors vide their resignation letter dated 28/08/2026, the Board approved and recommended the appointment of M/s Raj K. Sri & Co (FRN: 014141N), Chartered Accountants, as the Statutory Auditor for a term of five consecutive years. The term would be from the conclusion of the ensuing AGM until the conclusion of the AGM to be held in the year 2031, subject to approval of the Members and compliance with the Companies Act, 2013.

Mandatory disclosures for the Statutory Auditor appointment:

  • Reason for change: Appointment upon resignation of existing auditor
  • Term: Five consecutive years from AGM 2026 to AGM 2031
  • Brief Profile: Chartered Accountancy firm registered with ICAI, experience in statutory audits, tax audits, internal audits, and assurance services across listed and unlisted entities
  • Relationship: Not related to any Director or Key Managerial Personnel
  • Eligibility: Confirmed under Section 141 of Companies Act, 2013 and Rule 4 of Companies (Audit & Auditors) Rules, 2014

6. Appointment of Independent Directors – Term of 5 Years

The Board approved the appointment of the following individuals as Independent Directors for a term of five consecutive years, subject to approval of the Members and compliance with the Companies Act, 2013 and SEBI LODR Regulations:

  • Mr. Shubham Aggarwal (DIN: 11441503)
  • Ms. Mansi Kabra (DIN: 11917058)

The Board noted that both proposed Independent Directors satisfy the criteria prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI LODR Regulations and have furnished the requisite declarations.

Mandatory disclosures for Mr. Shubham Aggarwal:

  • Reason for change: To enhance Board composition and meet requirements
  • Term: Five consecutive years wef 29/08/2026, subject to shareholder approval
  • Brief Profile: Professional experience in finance, governance, and corporate advisory; possesses relevant expertise for Board-level oversight
  • Relationship: Not related to any Director or Key Managerial Personnel
  • Eligibility: Meets criteria under Section 149(6) and Regulation 16(1)(b); submitted requisite declarations

Mandatory disclosures for Ms. Mansi Kabra:

  • Reason for change: To enhance governance, compliance oversight, and Board diversity
  • Term: Five consecutive years wef 29/08/2026, subject to shareholder approval
  • Brief Profile: Experience in compliance, corporate governance, and risk management; brings independent judgment and governance expertise
  • Relationship: Not related to any Director or Key Managerial Personnel
  • Eligibility: Meets criteria under Section 149(6) and Regulation 16(1)(b); submitted requisite declarations

7. Other Matters

The Board discussed other items with the permission of the Chair. No material event requiring disclosure under Regulation 30 arose from such discussions.

Additional Information

The above information is available on the Company's website www.gogiacap.com and on the stock exchange website www.bseindia.com.