Meeting Details

  • Date: Tuesday, September 29, 2026
  • Time: 05:30 PM
  • Mode: Video Conference (VC) or Other Audio Visual Means (OAVM)
  • Record Date: Tuesday, September 22, 2026

Ordinary Business

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

  • Audited Standalone Financial Statements for FY ended March 31, 2026
  • Audited Consolidated Financial Statements for FY ended March 31, 2026
  • Reports of Board of Directors and Auditors thereon

2. Director Re-appointment: To appoint Mr. Ajay Rajendran (DIN: 03565312) as Director who retires by rotation under Section 152(6) of Companies Act, 2013 and offers himself for re-appointment.

Special Business

Item 3: Approval under Section 180(1)(a) of Companies Act, 2013 (Special Resolution)

  • Purpose: To authorize Board to mortgage, hypothecate, pledge, and/or charge company assets
  • Limit: Up to ₹500 crores (in addition to existing charges)
  • Security: All movable/immovable properties (present and future), undertakings of the company
  • Beneficiaries: Lenders/their agents/trustees for securing borrowings by company/subsidiaries/associates/other body corporate
  • Coverage: Loans, debentures (convertible/non-convertible, secured/unsecured), foreign currency borrowings
  • Includes: Interest, additional interest, liquidated charges, commitment charges, costs, and exchange fluctuation impacts

Item 4: Increase in Borrowing Limits under Section 180(1)(c) (Special Resolution)

  • Current Limit: ₹200 crores
  • Proposed Limit: ₹500 crores (150% increase)
  • Scope: Borrowings in excess of paid-up capital + free reserves + securities premium
  • Exclusion: Temporary loans from bankers in ordinary course of business
  • Purpose: For business requirements and future plans

Item 5: Loans/Guarantees/Security under Section 185 (Special Resolution)

  • Limit: Up to ₹500 crores at any point in time
  • Recipients: Subsidiaries, associates, joint ventures, group entities, or persons where directors are interested
  • Types: Loans (including book debt), guarantees, security provision
  • Purpose: Capital expenditure, working capital requirements, business expansion

Item 6: Increase in Limits for Loans/Investments/Guarantees under Section 186 (Special Resolution)

  • Current Limit: ₹200 crores
  • Proposed Limit: ₹500 crores (150% increase)
  • Scope: Loans to any person/body corporate, guarantees/security for loans, acquisition of securities
  • Statutory Limit: In addition to 60% of paid-up capital + free reserves + securities premium or 100% of free reserves + securities premium

Item 7: ESOP Pool Expansion (Special Resolution)

  • Current ESOP Pool: 38,00,000 options under 'Veefin - Employee Stock Option Plan 2023'
  • Options Granted: 34,29,024 options as on date
  • Available: 3,70,976 options remaining
  • Proposed Increase: Additional 10,00,000 options
  • New Total: 48,00,000 options exercisable into equity shares of ₹10 face value each
  • Vesting Period: Minimum 1 year, maximum 6 years from grant date
  • Exercise Price: Not less than face value, determined by Nomination and Remuneration Committee
  • Administration: Through 'Veefin Employee Welfare Trust'
  • Funding: Company to provide loan to trust subject to 5% of paid-up capital + free reserves

Items 8-30: Related Party Transaction Approvals (Ordinary Resolutions)

The company seeks approval for material related party transactions for FY 2026-27 with the following entities:

Transactions with Company Directors:

  • Mr. Raja Debnath (DIN: 07658567), Managing Director - ₹5,000 lakhs borrowing limit
  • Mr. Gautam Udani (DIN: 03081749), Whole Time Director - ₹5,000 lakhs borrowing limit

Transactions with Subsidiaries:

  • Estorifi Solutions Limited (Embedded Finance - PSB Xchange):
  • Services: ₹5,000 lakhs
  • Revolving loans: ₹10,000 lakhs
  • Corporate guarantee: ₹10,000 lakhs
  • Infini Systems Limited (API, Fraud and Risk Management):
  • Services: ₹5,000 lakhs
  • Revolving loans: ₹10,000 lakhs
  • Corporate guarantee: ₹10,000 lakhs
  • Veefin Capital Private Limited (Factoring):
  • Revolving loans: ₹5,000 lakhs
  • FE Ventures Private Limited (Digital Marketing, Step-down subsidiary):
  • Services: ₹5,000 lakhs
  • Revolving loans: ₹10,000 lakhs
  • White Rivers Media Solutions Private Limited (Digital Marketing, Step-down subsidiary):
  • Services: ₹5,000 lakhs
  • Revolving loans: ₹10,000 lakhs
  • Corporate guarantee: ₹5,000 lakhs
  • Nityo Tech Private Limited (Global Capability Centre, Step-down subsidiary):
  • Services: ₹5,000 lakhs
  • Revolving loans: ₹10,000 lakhs
  • Corporate guarantee: ₹5,000 lakhs
  • GlobeTF Solutions Limited (Trade Finance & Cash Management):
  • Corporate guarantee: ₹10,000 lakhs

Subsidiary-level RPTs:

Additional approvals for transactions between subsidiaries and their directors/shareholders, including inter-subsidiary transactions.

Key Terms for All RPTs:

  • Arm's length basis
  • Ordinary course of business
  • Approved by Audit Committee on April 6, 2026
  • Subject to SEBI Listing Regulations and Company's RPT Policy

Item 31: Inter-subsidiary Share Transfer (Special Resolution)

  • Transferor: Nityo Tech Private Limited (material subsidiary)
  • Transferee: Infini Systems Limited (material subsidiary)
  • Asset: 854 equity shares of White Rivers Media Solutions Private Limited
  • Stake: 5.77% of WRM's total paid-up capital
  • Consideration: ₹20 crores
  • Regulatory Requirement: Approval under Regulation 24(6) of SEBI LODR as transaction exceeds 20% of NTPL's total assets
  • Impact: No change in ultimate ownership as both are company subsidiaries

Voting Arrangements

  • Remote e-Voting Period: September 26, 2026 (9:00 AM) to September 28, 2026 (5:00 PM)
  • Service Provider: National Securities Depository Limited (NSDL)
  • VC/OAVM Facility: Available for first 1,000 members on first-come basis
  • Scrutinizer: Mr. Maharshi Ganatra, Practicing Company Secretary

Document Availability

  • Company Website: www.veefin.com
  • BSE Website: www.bseindia.com
  • NSDL Website: www.evoting.nsdl.com
  • Physical Copies: Available on request for members not registered email

Financial Information Disclosure

The explanatory statement includes detailed annexures with:

  • Financial performance of related parties for FY 2025-2026
  • Previous transaction amounts with related parties
  • Proposed transaction details and materiality thresholds
  • Credit arrangements and security details
  • Director interest disclosures