Manba Finance Approves ₹100 Crore Preferential Issue

1. Increase in Authorised Share Capital and MoA Alteration

Approved increase in authorised share capital from ₹55,00,00,000 (5,49,00,000 Equity Shares of ₹10 each + 1,00,000 Preference Shares of ₹10 each) to ₹65,00,00,000 (6,49,00,000 Equity Shares of ₹10 each + 1,00,000 Preference Shares of ₹10 each)
Consequential alteration of Clause 5 of Memorandum of Association, including deletion of sub-clause (b) relating to minimum paid-up capital of ₹1,00,000
Subject to approval of members at Extraordinary General Meeting
Company to make prescribed filings with Registrar of Companies under Sections 13 and 64 of Companies Act, 2013

2. Preferential Issue of Securities

Approved preferential issue aggregating ₹99,99,76,860 through:
Part A (Non-Promoter/Public): Up to 5,000,013 Equity Shares at ₹135 per share (₹10 face value + ₹125 premium), aggregating ₹67,50,01,755
Part B (Promoter/Promoter Group): Up to 24,07,223 fully convertible Warrants at ₹135 per Warrant, aggregating ₹32,49,75,105
Each Warrant convertible to one Equity Share within 18 months from allotment date
25% of issue price (₹33.75 per Warrant) payable upfront, balance 75% (₹101.25) payable upon conversion
Floor price determined as per Regulation 164 of SEBI ICDR Regulations with relevant date September 18, 2026
Proceeds to be utilized for funding requirements of Company's lending and financing activities
No change in control or management of Company
Subject to: member approval via special resolution, in-principle approvals from BSE and NSE, other statutory/regulatory approvals
Lock-in requirements apply as per SEBI ICDR Regulations
Foreign allottees subject to FEMA regulations

3. Director Re-appointments

Ms. Neelam Tater (DIN: 07653773): Re-appointed as Non-Executive Independent Director for second term of 5 years from October 25, 2026 to October 24, 2031
Mr. Manish Kiritkumar Shah (DIN: 00979854): Re-appointed as Managing Director for 3 years from April 1, 2027 to March 31, 2030 with revised remuneration
Mr. Monil Manish Shah (DIN: 07054772): Re-appointed as Whole Time Director for 3 years from January 15, 2027 to January 14, 2030 with revised remuneration
Ms. Nikita Manish Shah (DIN: 00171306): Re-appointed as Whole Time Director for 3 years from January 15, 2027 to January 14, 2030 with revised remuneration
Mr. Jay Mota (DIN: 03105256): Re-appointed as Whole Time Director for 3 years from January 15, 2027 to January 14, 2030 with revised remuneration
All re-appointments subject to member approval at EGM

4. EGM Arrangements

Extraordinary General Meeting scheduled for Monday, 19th October 2026 via video conferencing/audio-visual means
Cut-off date for voting eligibility: Monday, 12th October 2026
M/s. Ronak Jhuthawat & Co., Practicing Company Secretaries appointed as scrutinizer

5. Committee Reconstitution

Reconstituted committees:

Asset Liability Management Committee (ALCO): Mr. Manish Shah (Chairman), Mr. Nallepilly Ramaswami Parameswaran, Mr. Jay Mota, Mr. Abhay Shah
IT Strategy Committee (ITSC): Ms. Neelam Tater (Chairman), Mr. Nallepilly Ramaswami Parameswaran, Mr. Sujay Jagani, Mr. Saurabh Rai

Newly constituted committees:

ALM Support Group: Mr. Jay Mota (Chairman), Mr. Abhay Shah, Mr. Swastik Shetty
IT Steering Committee: Mr. Saurabh Rai (Chairman), Mr. Monil Shah, Mr. Sampat Raj, Mrs. Neelam Kothari, Mrs. Pankaja Renoy
Information Security Committee: Mr. Swastik Shetty (Chairman), Mr. Raj Yadav, Mr. Saurabh Rai, Mr. Monil Shah, Mr. Sampat Raj, Mrs. Neelam Kothari, Mrs. Pankaja Renoy
Special Committee for Monitoring Frauds: Mr. Abhinav Sharma (Chairman), Mr. Manish Kiritkumar Shah, Mr. Sujay Jagani
Executive Level Committee: Mr. Monil Shah (Chairman), Mr. Swastik Shetty, Mr. Jay Mota
Identification Committee: Mr. Monil Manish Shah (Chairman), Mr. Jay Mota, Ms. Pankaja Renoy
Review Committee: Mr. Manish Kiritkumar Shah (Chairman), Ms. Neelam Tater, Mr. Abhinav Sharma

Proposed Allottees - Promoter/Promoter Group (Warrants):

Manba Investments & Securities Private Limited: 22,22,223 Warrants (₹30,00,00,105)
Manish Kiritkumar Shah: 1,85,000 Warrants (₹2,49,75,000)
Total: 24,07,223 Warrants (₹32,49,75,105)

Proposed Allottees - Non-Promoter/Public (Equity Shares):

14 investors including:

Zenila Ventures LLP: 14,81,482 shares (₹20,00,00,070)
Limona Ventures LLP: 7,40,741 shares (₹10,00,00,035)
LYSA Trading LLP: 7,40,741 shares (₹10,00,00,035)
Hem Securities Limited: 3,70,371 shares (₹5,00,00,085)
Sanjay Popatlal Jain: 3,70,371 shares (₹5,00,00,085)
Total: 5,000,013 shares (₹67,50,01,755)

Shareholding Impact (Pre vs Post):

Manba Investments & Securities: 27.68% (1,39,06,038 shares) → 27.98% (1,61,28,261 shares)
Manish Kiritkumar Shah: 13.06% (65,59,848 shares) → 11.70% (67,44,848 shares)
New public shareholders would hold between 0.06% to 2.57% post-issue