Key Resolutions for Shareholder Approval

1. Approval for Related Party Transaction (Ordinary Resolution)

The company seeks approval to enter into a Business Transfer Agreement (BTA) with Elanistech Private Limited, a related party, for the acquisition of software platform, assets, brands, IP, human resources, and related resources on a going-concern basis.

  • Counterparty: Elanistech Private Limited (CIN U72900KA2019PTC127223)
  • Relationship: Mr. Karthik Srinivasan, Chairman, Managing Director & CFO and Promoter of Jagsonpal, is also a Director and shareholder in Elanistech.
  • Consideration: ₹10,00,00,000 (Rupees Ten Crores Only) payable in one or more tranches.
  • Purpose: The acquisition is intended to kickstart revenue generation and is aligned with the company's strategic objectives for its primary business activity.
  • Previous Transactions: Total transactions with Elanistech in FY 2025-2026 amounted to ₹72.48 crore for purchase of services. No transactions occurred in the current FY up to the preceding quarter.
  • Financials of Related Party (Elanistech for FY 2025-2026): Turnover: ₹2.58 crore; Profit After Tax: ₹0.47 crore; Net Equity: ₹114.86 crore.
  • Valuation: The consideration was determined on an arm's-length basis after considering prevailing market prices and comparable transactions.
  • Approvals: Already approved by the Audit Committee and Board of Directors at their meetings held on 29th September 2026.
  • Voting Restriction: As per SEBI LODR Regulation 23, no related party shall vote on this resolution.
2. Noting of Certificate for Name Change (Special Resolution)

The company seeks to note and take on record certificates issued by M/s. Jain Vinay & Associates, Chartered Accountants, confirming compliance with SEBI LODR Regulation 45(1) for the change of the company's name.

  • Name Change: From "Jagsonpal Finance and Leasing Limited" to "Jagsonpal Services Limited".
  • Effective Date: 29th September 2025.
  • Certificate Dates: 1st September 2025, 25th September 2025, and 30th October 2025.
  • Basis for Compliance: The chartered accountant confirmed that the amount invested in the new activity/project constituted 82.45% of the company's assets (₹12.064 crore out of ₹14.63 crore), exceeding the 50% threshold required by SEBI regulations. The investment breakdown included Fixed Assets (₹1.822 crore), Advances (₹0.231 crore), and Investments (₹10.011 crore).
  • Background: The name change was previously approved by shareholders via a special resolution at the 34th Annual General Meeting held on 22nd September 2025.

Postal Ballot Process and Timeline

  • Cut-off Date for Eligibility: Thursday, 1st October 2026.
  • Remote E-Voting Period: Commences Thursday, 8th October 2026 at 9:00 AM IST and ends Friday, 6th November 2026 at 5:00 PM IST.
  • Service Provider: National Securities Depository Limited (NSDL).
  • Scrutinizer: M/s. Pooja Sawarkar & Associates, Company Secretaries.
  • Result Declaration: The results, along with the scrutinizer's report, will be submitted to BSE within two working days after the e-voting period concludes and will be displayed on the company's website.
  • Deemed Passing Date: If approved, the resolutions will be deemed passed on 6th November 2026.

Document Availability

The Notice of Postal Ballot is being sent only via email to eligible shareholders. It is also available on the company's website (www.jagsonpal.co.in), the website of BSE Limited (www.bseindia.com), and the NSDL e-voting website (https://www.evoting.nsdl.com/).

Financial and Operational Impact

  • The acquisition of assets from Elanistech is expected to enable the company to commence its primary business activity and generate revenue.
  • The financial impact of the acquisition is quantified at ₹10 crore, payable in tranches. No advance has been paid or received as of the date of the notice.
  • The name change has already been effected and this resolution is solely for noting the compliance certificate.

Governance and Compliance

  • The disclosure is made under SEBI LODR Regulations 30 and 44.
  • The proposed related party transaction follows the SEBI Master Circular and Industry Standards on minimum information for RPT approvals.
  • All relevant documents, including the draft Business Transfer Agreement and chartered accountant certificates, are available for shareholder inspection upon request via email to compliance@jagsonpal.co.in.