Detailed Summary

Board Composition and Meeting Details

The meeting will be attended by the following directors:

  • Mr. Krishna Behari Agarwal (Director, DIN: 00339934)
  • Mr. Mukul Agarwal (Director, DIN: 00234962)
  • Mr. Gokul Das Maheshwari (Whole-Time Director, DIN: 00235209)
  • Mr. Raj Kumar Gupta (Independent Director, DIN: 00200238)
  • Ms. Lavisha Agarwal (Independent Director, DIN: 11064186)
  • Mr. Ravindra Kumar Tandon (Independent Director, DIN: 00159472)

The meeting can be attended physically or through video conferencing/electronic mode with prior intimation.

Trading Window Closure

The Trading Window for dealing in Equity Shares has been closed from July 1, 2026 and will remain closed until 48 hours after declaration of Unaudited Financial Results for quarter ended June 30, 2026.

Key Agenda Items

ITEM NO. 1: Meeting Constitution and Procedures

  • Confirmation of proper meeting convening
  • Quorum verification
  • Attendance procedures for physical and electronic participants

ITEM NO. 2: Leave of Absence

  • Granting leave to directors unable to attend

ITEM NO. 3: Administrative Matters

  • Confirmation of receipt of notice and agenda
  • Taking on record minutes of previous meetings:
  • Board Meeting held on May 4, 2026
  • Audit Committee Meeting held on May 4, 2026
  • Nomination and Remuneration Committee Meeting held on June 25, 2026
  • Risk Management Committee Meeting held on June 27, 2026
  • Committee of Directors Meeting held on June 30, 2026
  • Action Taken Report on previous board decisions

ITEM NO. 4: Register of Contracts

  • No transactions/contracts requiring entry in Register under Section 189 during quarter ended June 30, 2026

ITEM NO. 5: Disclosure of Interest

  • Notices of change in Disclosure of Interest (Form MBP-1) from directors, if any

ITEM NO. 6: Statutory Compliances for Q1 June 2026

The following compliances were completed:

1. SEBI PIT Regulations compliance - Submitted to BSE on May 14, 2026 (due May 30, 2026)

2. Regulation 57 certificate on payment status - Submitted to BSE on April 2, 2026

3. SEBI (Depositories & Participants) Regulations - Submitted to BSE on April 8, 2026 (due April 15, 2026)

4. Regulation 40(10) of SEBI LODR - Submitted to BSE on April 9, 2026 (due April 30, 2026)

5. Regulation 7(3) of SEBI LODR - Submitted to BSE on April 14, 2026 (due April 30, 2026)

ITEM NO. 7: General Consent for UPSI Circulation

  • Seeking general board consent for circulation of unpublished price sensitive information at shorter notice for:
  • Financial results/performance
  • Dividend matters
  • Changes in capital structure
  • M&A, acquisitions, delisting, disposals, business expansion
  • Changes in Key Managerial Personnel

ITEM NO. 8: Memorandum of Association Amendment

Major Business Expansion Proposal:

The company proposes significant alteration of Object Clause (Clause III) of Memorandum of Association to:

1. Align with Companies Act, 2013 structure

2. Expand from current NBFC/investment business into:

  • Housing finance activities (loans for residential properties)
  • Wider range of lending products (personal loans, gold loans, consumer durable finance)
  • Insurance distribution and intermediary services (subject to IRDAI approval)
  • Technology-enabled financial services platforms

Specific Changes Proposed:

  • Substitute headings of Clause III(A) and III(B)
  • Delete heading of Clause III(C)
  • Add 8 new sub-clauses under III(A) covering housing finance, security enforcement, diverse lending products, and insurance services
  • Completely replace Clause III(B) with 70 detailed sub-clauses covering all ancillary activities

The amendment requires both board and shareholder approval, plus regulatory approvals from RBI, NHB, and IRDAI where applicable.

ITEM NO. 9: Appointment of Additional Directors

Proposal to appoint two new Independent Directors:

1. Mr. Yogesh Yashpaul Chadha (DIN: 01681680)

2. Mr. Devesh Srivastava (DIN: 08646006)

Terms:

  • As Additional Directors (Independent & Non-Executive) from July 15, 2026
  • As Independent Directors for 5 years from July 15, 2026 to July 14, 2031
  • Subject to shareholder approval

Both candidates have provided:

  • Consent to act as director (DIR-2)
  • Non-disqualification declaration (DIR-8)
  • Independence declaration under Section 149(7)
  • Confirmation of inclusion in Independent Directors Databank
  • Confirmation of not being debarred by SEBI

ITEM NO. 10: Postal Ballot Approval

  • Seeking board approval for postal ballot process to obtain shareholder approval for:
  • MOA alteration
  • Appointment of Mr. Yogesh Yashpaul Chadha as Independent Director
  • Appointment of Mr. Devesh Srivastava as Independent Director
  • Proposal to appoint Mr. Ankit Dhanotia as Scrutinizer
  • Appointment of CDSL for remote e-voting facilitation

ITEM NO. 11: Related Party Transactions

  • Review of RPTs for quarter ended June 30, 2026
  • Confirmation that all RPTs were in ordinary course of business at arm's length
  • Transactions within approved framework and limits

ITEM NO. 12: Unaudited Financial Results

  • Approval of Unaudited Financial Results for quarter ended June 30, 2026
  • Limited Review Report from Statutory Auditors M/s. V.P. Aditya & Company
  • Certificate from Whole-time Director and CFO on results correctness and internal controls
  • Results to be submitted to stock exchanges within prescribed timelines

ITEM NO. 13: Demat of Shares

  • 2,500 shares processed for dematerialization in quarter April-June 2026
  • Board approval sought

ITEM NO. 14: Transmission of Shares

  • 200 shares processed for transmission in quarter April-June 2026
  • Board approval sought

ITEM NO. 15: Any Other Business

  • Any other matter with permission of Chairman and majority of directors

Financial Impact

Not quantified in the disclosure. The MOA amendment and business expansion would require regulatory approvals and may involve significant capital allocation, but specific financial implications are not detailed.

Capital Structure Impact

No immediate impact disclosed. Director appointments may change board composition but not share capital.

Governance Impact

Significant governance enhancement through proposed appointment of two new independent directors with financial services expertise.