Postal Ballot Process Details

The Postal Ballot Notice dated October 22, 2026 is being dispatched solely by electronic mode to all members as on the cut-off date of Friday, October 23, 2026. The company has engaged Purva Sharegistry (India) Private Limited as Registrar and Share Transfer Agent and Central Depository Services (India) Limited (CDSL) for remote e-voting facility.

Key Dates:

  • Cut-off Date for Voting Rights: Friday, October 23, 2026
  • Commencement of Remote e-Voting: Tuesday, October 27, 2026 at 09:00 AM IST
  • Conclusion of Remote e-Voting: Wednesday, November 25, 2026 at 05:00 PM IST
  • Declaration of Voting Results: On or before Friday, November 27, 2026

The resolutions, if approved, shall be deemed passed on November 25, 2026 (last date of e-voting). M/s. Lakshmmi Subramanian and Associates, Practicing Company Secretaries, Chennai have been appointed as Scrutinizer.

Proposed Resolutions

ITEM NO. 1: Appointment of Mrs. Shiny Joju (DIN: 08205263) as Executive Director

  • Special Resolution for appointment as Executive Director (Whole-time Director) for 5 years
  • Effective from date of obtaining RBI approval or shareholder approval, whichever is later
  • Monthly remuneration: ₹50,000 (₹6,00,000 per annum) comprising basic salary only
  • Requires prior written approval from RBI as it increases non-independent board strength by more than 30%
  • Fit and proper criteria evaluation completed as per RBI guidelines
  • Shareholding: 39,434 equity shares
  • Related to existing management: Spouse of Mr. Joju Madathumpady Johny (Managing Director), Daughter-in-law of Mr. Johny Madathumpady Lonappan

ITEM NO. 2: Re-appointment and Re-designation of Mr. Johny Madathumpady Lonappan (DIN: 00017895)

  • Special Resolution for re-designation from Executive Chairman to Executive Director (Whole-time Director)
  • Effective from December 1, 2026 for 5 years
  • Age: 74 years (requires special resolution as per Section 196(3)(a) of Companies Act)
  • Existing remuneration: ₹5,00,000 per month (₹2,50,000 basic + ₹2,50,000 other allowances)
  • Shareholding: 88,57,280 equity shares
  • Experience: Over 50 years in corporate leadership and financial management

ITEM NO. 3: Re-appointment and Re-designation of Mr. Joju Madathumpady Johny (DIN: 02712125)

  • Special Resolution for re-designation from Managing Director to Chairman and Managing Director
  • Effective from December 9, 2026 for 5 years
  • Existing remuneration: ₹10,00,000 per month (₹5,00,000 basic + ₹5,00,000 other allowances)
  • Shareholding: 3,89,934 equity shares
  • Experience: Over 30 years in NBFC operations and business administration

ITEM NO. 4: Approval of Material Related Party Transactions with JMJ Finance Limited

  • Ordinary Resolution to increase loan/financial assistance limit from ₹10,00,00,000 to ₹15,00,00,000
  • Transaction constitutes 68.74% of company's FY26 standalone turnover of ₹21,81,98,200
  • JMJ Finance Limited is a related party under Section 2(76) of Companies Act
  • Previous transactions: FY25-26 loan of ₹10,00,00,000; FY26-27 repayment of ₹1,85,69,356 up to preceding quarter
  • JMJ Finance Limited financials (standalone): Net Profit ₹2.43 crore, Net Worth ₹34.68 crore, Turnover ₹39.05 crore
  • Tenure: 3 years
  • Financial year-wise break-up: FY25-26 up to ₹10 crore, FY26-27 up to ₹5 crore

Financial Performance Context

Company disclosed FY25-26 financial performance:

  • Turnover: ₹21,59,61,000 (₹21.60 crore)
  • Profit after tax: ₹7,59,82,000 (₹7.60 crore)
  • Company cited challenging national and global economic conditions, heightened competition, and impact of emerging technologies for inadequate profits
  • Expected 25%-50% increase in turnover and profit in FY26-27

Voting Rights

Voting rights proportionate to paid-up equity share capital as on October 23, 2026 cut-off date:

  • Fully paid-up equity shares: 1 vote per share
  • Partly paid-up equity shares: 0.3 vote per share (aggregate fractional votes rounded down)

Documents Availability

  • Notice available on company website: https://jmjfintechltd.com
  • BSE website: www.bseindia.com
  • CDSL e-voting portal: www.evotingindia.com
  • Register of Directors and Register of Contracts available for electronic inspection during business hours