Meeting Details

The postal ballot process constitutes a virtual meeting through remote e-voting only, without any physical meeting. The cut-off date for determining shareholder eligibility is Friday, May 29, 2026. The remote e-voting period commences on Wednesday, June 03, 2026 at 9:00 AM IST and concludes on Thursday, July 02, 2026 at 5:00 PM IST.

Proposed Resolutions and Implications

Resolution 1: Alteration of Memorandum of Association

The company seeks to amend Object Clause III(A) of its MOA to explicitly include the business of a payment aggregator, payment gateway, and payment intermediary. This alteration is required to comply with RBI's Master Directions on Regulation of Payment Aggregators (MD-PA) dated September 15, 2025, and is necessary for obtaining Certificate of Authorisation to operate as a Payment Aggregator - Physical Point of Sale.

Resolution 2: Sale of LSP Business to Wholly-Owned Subsidiary

The company proposes to sell its Lending Services Provider Business (LSP Business) to MobiKwik Distribution Services Private Limited (formerly MobiKwik Credit Private Limited) on a slump sale basis. The LSP Business contributed approximately 22.70% (₹2,613.75 million) of total revenue and 16.94% (₹952.21 million) of net worth as of March 31, 2026. The transfer is conditional upon RBI's approval for the NBFC license application of MobiKwik Financial Services Private Limited and requires the LSP Business to be housed in a wholly-owned subsidiary. The consideration will be based on book value as of the appointed date and discharged through Non-Convertible Debentures.

Resolution 3: Variation in IPO Proceeds Utilization and Extension

The company seeks approval for significant changes in the utilization of unutilized IPO proceeds amounting to ₹1,876.1 million (gross) as of March 31, 2026:

  • Object 1 Modification: ₹608.5 million originally allocated for financial services business will be redirected as equity investment in MDSPL for the LSP Business
  • Object 2 Enhancement: ₹336.5 million reallocated from Object 4 to payment services business for merchant acquisition costs
  • Object 3 Extension: ₹252.6 million for R&D in data, ML, AI, and product technology with timeline extended to FY27
  • Object 4 Reduction: ₹250.0 million retained for payment devices business (reduced from ₹586.5 million)
  • Object 5 Addition: ₹39.1 million reallocated from IPO Issue Expenses to general corporate purposes
  • The remaining ₹15.4 million in IPO Issue Expenses is held in escrow due to a dispute with DAM Capital and SBI Caps

The resolution requires approval by more than 90% of shareholders voting through remote e-voting to avoid triggering exit offer requirements under SEBI ICDR Regulations.

Voting Process and Methods

The company has appointed Mr. Devesh Kumar Vasisht and/or Mr. Praveen Kumar of M/s. DPV & Associates LLP as Scrutinizer for the postal ballot process. National Securities Depository Limited (NSDL) has been engaged to provide remote e-voting facilities. The notice is being sent electronically only to members whose email addresses are registered as of the cut-off date. Physical copies are not being dispatched.

Key Voting Outcomes

The results of the postal ballot will be uploaded on the stock exchanges (BSE and NSE) within two working days from the conclusion of voting on July 02, 2026. The results will also be available on the company's website (https://www.mobikwik.com/ir/meetings/postal-ballot/FY2026-27) and NSDL's website (www.evoting.nsdl.com). The scrutinizer will submit his report to the Chairperson or Company Secretary within two working days after the voting period ends.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013 (Sections 110, 108, 102, 13, 27, 180)
  • Companies (Management and Administration) Rules, 2014
  • Various MCA Circulars dated between April 2020 and September 2025
  • SEBI Master Circular dated January 30, 2026
  • Secretarial Standard on General Meetings (SS-2)

Additional Information

The document includes detailed instructions for remote e-voting through NSDL and CDSL systems, information about online dispute resolution mechanisms, and requirements for shareholders to update their KYC details. All relevant documents are available for electronic inspection by members until the last date of e-voting by emailing cs@mobikwik.com.