EGM Details

  • Meeting Date: Monday, August 31, 2026 at 11:00 AM IST
  • Mode: Video Conferencing (VC) / Other Audio Visual Means (OAVM)
  • Cut-off Date for Remote E-voting: Monday, August 24, 2026
  • E-voting Period: August 27, 2026 (09:00 AM) to August 30, 2026 (05:00 PM)
  • Scrutinizer: CS Abhilasha Chaudhary of Abhilasha Chaudhary & Associates

Item No. 1: Increase Authorised Share Capital (Ordinary Resolution)

  • Current Authorised Capital: ₹82.60 crore divided into 8,26,00,000 equity shares of ₹10 each
  • Proposed Authorised Capital: ₹97.60 crore divided into 9,76,00,000 equity shares of ₹10 each
  • Increase: Creation of additional 1,50,00,000 equity shares of ₹10 each
  • Consequential Change: Alteration of Clause V of Memorandum of Association
  • Financial Impact: Provides headroom for proposed preferential issue and future capital issuances

Item No. 2: Approval for Investments under Section 186 (Special Resolution)

  • Purpose: Enable investments in securities of other body corporates exceeding limits under Section 186(2)
  • Investment Limit: Aggregate outstanding amount not exceeding ₹200 crore at any point
  • Rationale: Support strategic growth initiatives and acquisition opportunities without requiring separate approvals for each transaction

Item No. 3: Preferential Issue of Equity Shares (Special Resolution)

Acquisition Structure

  • Target Company: Saksham Gram Credit Private Limited
  • Acquisition: 1,81,33,588 equity shares (100% stake) of Saksham
  • Total Consideration: ₹99 crore
  • Cash Component: ₹27,00,03,456 (27.27%)
  • Share Swap Component: ₹71,99,96,544 (72.73%)

Preferential Issue Details

  • Total Shares: 1,39,99,952 equity shares of face value ₹10 each
  • Issue Price: ₹72 per share (₹10 face value + ₹62 premium)
  • Total Issue Size: ₹100.80 crore

Allocation Structure

  • Share Swap Allocation: 99,99,952 shares to 92 existing shareholders of Saksham as consideration for acquisition
  • Cash Allocation: 40,00,000 shares to Mrs. Manisha Agarwal for ₹28.80 crore cash consideration

Utilization of Proceeds

  • Primary Use: ₹27,00,03,456 for cash consideration payable to Saksham shareholders
  • Secondary Use: Up to ₹1,79,96,544 (25% of total issue) for general corporate purposes

Valuation and Pricing

  • Valuer: M/s. BDO Valuation Advisory LLP (IBBI/RV-E/02/2019/103)
  • Valuation Report Date: August 05, 2026
  • Floor Price: ₹71.40 per share as per SEBI ICDR Regulations
  • Issue Price: ₹72.00 per share (higher than floor price)
  • Share Exchange Ratio: 100 shares of Saksham = 76 shares of Purple Finance
  • Relevant Date: July 31, 2026 (for price calculation)

Lock-in Requirements

  • Preferential Shares: Subject to lock-in as per Chapter V of ICDR Regulations
  • Existing Holdings: Pre-preferential shareholding of allottees subject to lock-in under Regulation 167(6)

Timeline

  • Allotment: Within 15 days of shareholder approval, subject to regulatory approvals
  • Listing: Shares to be listed on BSE where existing shares are listed

Item No. 4: Redesignation of Sandeep Jindal (Special Resolution)

  • Current Designation: Non-Executive Non-Independent Director
  • Proposed Designation: Whole Time Director designated as Executive Director
  • Tenure: September 01, 2026 to August 31, 2029 (3 years)
  • Remuneration: ₹1.10 crore per annum comprising:
  • Basic Salary: ₹51,08,002
  • House Rent Allowance: ₹25,54,001
  • Personal Allowance: ₹20,21,601
  • Leave Travel Allowance: ₹5,10,800
  • PF Contribution: ₹21,600
  • Fuel and Maintenance: ₹7,83,996
  • Additional Benefits: Gratuity as per company rules, ESOPs/other entitlements as per policy, reimbursement of business expenses

About Saksham Gram Credit Private Limited

  • Business: Business Correspondent (BC) and lending distribution platform focused on microfinance and MSME lending
  • Operations: 147 branches across 10 States, 900+ personnel, 1.63 lakh active customers
  • AUM: Approximately ₹562 crore (as of June 2026)
  • Cumulative Disbursements: Exceeding ₹1,438 crore
  • Banking Relationships: Utkarsh Small Finance Bank, DCB Bank

Rationale for Acquisition

  • Strategic Expansion: Access to established distribution network and experienced field force
  • Market Presence: Strengthen presence in rural and semi-urban markets
  • Operational Synergies: Diversified sourcing capabilities and customer base expansion
  • Business Integration: Complement existing secured MSME lending business

Voting Arrangements

  • Remote E-voting: Through CDSL/NSDL systems for demat shareholders
  • Physical Shareholders: Through Purva Sharegistry (India) Private Limited
  • VC/OAVM Participation: Members can join meeting 15 minutes before scheduled time
  • Results Declaration: Scrutinizer's report to be placed on company website and forwarded to BSE

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