Meeting Details
The Extra-Ordinary General Meeting will be held on Monday, October 19, 2026 at 1:00 PM IST through Video Conferencing/Other Audio-Visual Means facility. The meeting is being conducted virtually in compliance with MCA Circulars and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 3, 2024.
Proposed Resolutions and Implications
1. Increase in Authorized Share Capital (Ordinary Resolution)
The company proposes to increase authorized share capital from ₹55,00,00,000 divided into 5,49,00,000 Equity Shares of ₹10 each and 1,00,000 Preference Shares of ₹10 each to ₹65,00,00,000 divided into 6,49,00,000 Equity Shares of ₹10 each and 1,00,000 Preference Shares of ₹10 each. This will facilitate the proposed preferential issue and consequential alteration of Clause 5 of the Memorandum of Association.
2. Preferential Issue of Securities (Special Resolution)
The company seeks approval for issuance of:
- 50,00,013 Equity Shares at ₹135 per share (₹10 face value + ₹125 premium) aggregating ₹67,50,01,755 to non-promoter/public category
- 24,07,223 Fully Convertible Warrants at ₹135 per warrant aggregating ₹32,49,75,105 to promoter category
Each warrant is convertible into one equity share within 18 months from allotment. Total issue size: ₹99,99,76,860
Proposed Allottees:
- Promoter Category: Manba Investments and Securities Private Limited (22,22,223 warrants), Manish Kiritkumar Shah (1,85,000 warrants)
- Public Category: 14 allottees including Hem Securities Limited, Zenila Ventures LLP, Limona Ventures LLP, etc.
Utilization of Funds: 80% (₹79,99,81,488) for lending/financing activities and 20% (₹19,99,95,372) for general corporate purposes.
Pricing Details: Relevant date is September 18, 2026. Floor price calculated as per SEBI ICDR Regulations: 90-day VWAP ₹134.19, 10-day VWAP ₹131.64. Issue price of ₹135 is higher than both.
3. Reappointment of Ms. Neelam Tater as Independent Director (Special Resolution)
Reappointment for second term of 5 years from October 25, 2026 to October 24, 2031. Remuneration: Sitting fees and commission as per company policy.
4. Reappointment of Mr. Manish Kiritkumar Shah as Managing Director (Special Resolution)
Reappointment for 3 years from April 1, 2027 to March 31, 2030. Minimum remuneration: ₹3,00,00,000 per annum, maximum ceiling: 5% of net profits.
5. Reappointment of Mr. Monil Manish Shah as Whole-Time Director (Special Resolution)
Reappointment for 3 years from January 15, 2027 to January 14, 2030. Minimum remuneration: ₹1,50,00,000 per annum, maximum ceiling: 3% of net profits.
6. Reappointment of Ms. Nikita Manish Shah as Whole-Time Director (Special Resolution)
Reappointment for 3 years from January 15, 2027 to January 14, 2030. Minimum remuneration: ₹90,00,000 per annum, maximum ceiling: 1.75% of net profits.
7. Reappointment of Mr. Jay Mota as Whole-Time Director (Special Resolution)
Reappointment for 3 years from January 15, 2027 to January 14, 2030. Minimum remuneration: ₹54,52,000 per annum, maximum ceiling: 1.25% of net profits.
Voting Process and Methods
The company will provide remote e-voting facility through MUFG Intime India Private Limited. Remote e-voting period: October 15, 2026 (9:00 AM) to October 18, 2026 (5:00 PM). Cut-off date for determining voting rights: October 12, 2026.
Voting Methods:
- Individual shareholders with demat accounts: Through NSDL/CDSL platforms
- Physical shareholders/Non-individual shareholders: Through InstaVote platform
- Institutional shareholders: Through custodian/corporate body registration
Scrutinizer Appointment
Dr. CS Ronak Jhuthawat, Practicing Company Secretary, has been appointed as Scrutinizer to oversee the voting process in a fair and transparent manner.
Compliance with Laws and Regulations
The company confirms compliance with:
- Companies Act, 2013 and rules thereunder
- SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
- Secretarial Standards on General Meetings
- RBI regulations for NBFCs
- Foreign Exchange Management Act, 1999 (for foreign investors)
Additional Information
The explanatory statement provides detailed information about each resolution, including financial implications, director profiles, and compliance certificates. The company's registered office is at 324, Runwal Heights Commercial Complex, L.B.S Marg, Opp. Nirmal Lifestyle, Mulund (West), Mumbai, Maharashtra, India, 400080. CIN: L65923MH1996PLC099938.