Key Agenda Items and Resolutions

Ordinary Business

1. Adoption of Financial Statements: To receive, consider, and adopt:

  • The Audited Standalone Financial Statements for FY ended March 31, 2026, with Reports of the Board and Auditors.
  • The Audited Consolidated Financial Statements for FY ended March 31, 2026, with Reports of the Auditors.

2. Dividend Declaration: To declare a dividend of ₹1.00 per Equity Share (face value ₹10 each) for the financial year ended March 31, 2026.

3. Re-appointment of Director: To appoint Mrs. Shraddha Rajnesh Jain (DIN: 00156306), a Non-Executive Director retiring by rotation, who offers herself for re-appointment.

4. Appointment of Statutory Auditor: An Ordinary Resolution to appoint M/s TLB & Co. Chartered Accountants (FRN: 016505S) as Statutory Auditor for a term of 4 years, from the conclusion of the 38th AGM until the conclusion of the 42nd AGM in 2030. Remuneration to be mutually agreed between the Board and the Auditor.

Special Business

5. Appointment of Independent Director: A Special Resolution to appoint Mr. Ramesh Chandra Jain (DIN: 00960613) as an Independent Director for a first term of 5 consecutive years, from August 10, 2026, to August 09, 2031. He was appointed as an Additional Director in this category effective August 10, 2026.

6. Re-appointment of Independent Director: A Special Resolution to re-appoint Mr. Shyam Ramsharan Khandelwal (DIN: 05147157) as a Non-Executive Independent Director for a second term of 5 consecutive years, from August 10, 2026, to August 09, 2031. His first term began on August 10, 2024.

7. Re-appointment of Whole-Time Director: A Special Resolution to re-appoint Mr. Rajnesh Jain (DIN: 00151988) as Whole-Time Director for a further period of 3 years, from August 11, 2026, to August 10, 2029. His proposed remuneration includes:

  • Basic Salary: ₹2,50,000 per month (w.e.f. April 1, 2026), revisable by the Board.
  • Perquisites & Allowances: Including medical reimbursement, travel for leave, club fees, insurance covers, gratuity, leave encashment, use of company car, communication facilities, and tax on perquisites.
  • Minimum Remuneration Clause: In case of inadequate profits, remuneration not exceeding ₹1,20,00,000 per annum, as per Schedule V of the Companies Act, 2013.

8. Material Related Party Transaction: An Ordinary Resolution to approve Material Related Party Transaction(s)/Contract(s)/Arrangement(s)/Agreement(s) with KJMC Capital Market Services Limited for an aggregate value up to ₹100,00,00,000 (One Hundred Crore) in any financial year, on an arm's length basis and in the ordinary course of business.

9. Payment of Commission to Promoter Group Directors: A Special Resolution to approve payment of commission, in aggregate, up to 10% of Net Profit before tax (computed u/s 198 of Companies Act, 2013) of the immediately preceding financial year, to Directors forming part of the Promoter Group.

10. Issue of Non-Convertible Debentures (NCDs): A Special Resolution to authorize the Board to raise funds by issuing rated/unrated, secured/unsecured, listed/unlisted, redeemable NCDs and/or other market-linked debentures/debt securities on a private placement basis. The enabling limit is ₹50,00,00,000 (Fifty Crore) to be raised in one or more tranches within 1 year from the date of passing this resolution.

Voting and Meeting Logistics

  • Cut-off Date for Voting Rights: Monday, September 21, 2026.
  • Remote E-Voting Period: Commences Thursday, September 24, 2026, at 9:00 AM and ends Sunday, September 27, 2026, at 5:00 PM.
  • Scrutinizer: M/s. Aabid & Co., Company Secretaries, appointed to scrutinize the e-voting process.
  • The notice has been sent electronically and is available on the company's website (www.kjmcfinserv.com) and BSE's website (www.bseindia.com).

Tax Implications on Dividend (Section 25 of Notice)

  • TDS on dividend will be deducted u/s 393(1) of the Income-tax Act, 2025:
  • 10% for resident shareholders with a valid PAN.
  • 20% if PAN is not furnished/invalid.
  • No TDS if aggregate dividend to a resident individual during FY 2026-27 is ≤ ₹10,000 (paid via non-cash mode).
  • Non-resident shareholders may avail DTAA benefits subject to submitting required documents (e.g., TRC, Form No. 41) by Monday, September 21, 2026.

Director Details (Annexed in Notes)

  • Mrs. Shraddha Jain (DIN: 00156306): Non-Executive Director. Holds no shares. Related to Mr. Rajnesh Jain (Husband) and Mr. Girish Jain (Brother-in-law).
  • Mr. Ramesh Chandra Jain (DIN: 00960613): Proposed Independent Director. FCA, M.Com. Holds no shares. Not related to any other director/KMP.
  • Mr. Shyam Ramsharan Khandelwal (DIN: 05147157): Independent Director. Holds no shares. Not related to any other director/KMP.
  • Mr. Rajnesh Jain (DIN: 00151988): Whole-Time Director. Holds 6,05,168 shares (12.65%). Related to Mr. Girish Jain (Brother) and Mrs. Shraddha Jain (Wife).

Financial Performance Context (From Explanatory Statement for Item 7)

| Particulars (Rs. in '000) | FY 2025-26 | FY 2024-25 | FY 2023-24 |

| Total Revenue | 63,293 | 52,241 | 46,932 |

| Profit Before Tax | 23,452 | 11,979 | 13,728 |

| Profit for the period | 16,296 | 8,123 | 9,035 |