JMJ Fintech Board Approves NCD Issue, Director Changes

The Board meeting was held on Thursday, October 22, 2026, commencing at 01:30 P.M. and concluding at 05:35 P.M.

1. Related Party Loan Limit Increase

Approved proposal to increase loan limit/financial assistance from ₹10 Crores to ₹15 Crores to JMJ Finance Limited, a related party entity
Subject to approval of shareholders through Postal Ballot

2. Director Appointments and Re-designations

Mrs Shiny Joju (DIN: 08205263): Appointment as Executive Director (Whole-time Director), subject to shareholder approval through Postal Ballot and prior written approval from Reserve Bank of India. Effective from the date of obtaining RBI approval or shareholder approval, whichever is later.
Mr. Johny Madathumpady Lonappan (DIN: 00017895): Re-appointment and re-designation from Executive Chairman (Whole-time Director) to Executive Director (Whole-time Director), subject to shareholder approval through Postal Ballot. Effective from December 1, 2026.
Mr. Joju Madathumpady Johny (DIN: 02712125): Re-appointment and re-designation from Managing Director to Chairman & Managing Director, subject to shareholder approval through Postal Ballot. Effective from December 9, 2026.

3. NCD Issuance

Approved issuance of Secured, Unlisted, Unrated, Redeemable Non-Convertible Debentures (NCDs) aggregating up to ₹7,00,00,000 (Rupees Seven Crores Only)
To be issued on private placement basis in one or more tranches
Approved core terms and conditions, draft Private Placement Offer Letter (Form PAS-4)
Approved opening of Escrow Account and execution of necessary agreements
Appointed IDBI Trusteeship Services Limited as Debenture Trustee for the proposed NCD issue

4. Postal Ballot Arrangements

Approved draft Postal Ballot Notice, Explanatory Statement, and Calendar of Events
Fixed Friday, October 23, 2026 as Cut-off Date for determining eligibility of members
Appointed M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, as Scrutinizer
Appointed Central Depository Services (India) Limited (CDSL) as agency to provide remote e-voting facilities

Type: Secured, Unlisted, Unrated, Redeemable Non-Convertible Debentures
Total Issue Size: Up to ₹7,00,00,000 (Rupees Seven Crores only)
Mode of Issuance: Private Placement
Listing Status: Unlisted
Debenture Trustee: IDBI Trusteeship Services Limited (has given prior consent)
Security: First pari-passu/exclusive charge over identified assets/receivables of the Company
Face Value: ₹10,000 each
Subscription Period: October 28, 2026 to November 26, 2026
Deemed Date of Allotment: November 27, 2026
Redemption Method: Bullet Payment at par at end of tenure
Interest Rates: 10.50%, 12.00%, 12.50% & 13.40%
Refund Method: Within 15 days from date of allotment by direct credit/NECS/RTGS/NEFT
Minimum Application Size: 5 Debentures of ₹10,000 each (₹50,000)

Mrs Shiny Joju (DIN: 08205263)

Date of Birth: August 31, 1979
Previous directorships: JMJ Finance Limited, JMJ Nidhi Limited, JMJ Plus Kuries Limited (August 23, 2018 to June 11, 2020)
Core experience: Corporate governance, board-level responsibilities, management oversight, compliance
Related to Mr. Joju M.J. and Mr. Johny M.L.
Not debarred from holding director office by any SEBI order or statutory authority
No other directorships in managing/executive positions

Mr. Johny Madathumpady Lonappan (DIN: 00017895)

Date of Birth: September 25, 1952
Nearly five decades of experience in chit fund and finance industries
Current: Executive Director/Chairman since December 1, 2021
Core experience: Financial services operations, corporate governance, business development
Also director in Vilvattom Kuries Private Limited
Not debarred from holding director office
No other directorships in managing/executive positions

Mr. Joju Madathumpady Johny (DIN: 02712125)

Date of Birth: February 25, 1976
Three decades of experience in NBFC sector and financial institutions
Education: Commerce degree from University of Calicut, Kerala
Core expertise: Secured/unsecured lending, asset financing, microfinance, risk management
Also director in JMJ Microfin Private Limited
Not debarred from holding director office
No other directorships in managing/executive positions