Key Quantitative Figures

Financial Performance (FY 2025-26 vs FY 2024-25):

  • Total Income: ₹11.60 Cr (vs ₹7.68 Cr) - 51% increase
  • Operating Profit before interest, Depreciation & Tax: ₹10.24 Cr (vs ₹6.66 Cr)
  • Net Profit before Tax: ₹7.74 Cr (vs ₹5.84 Cr)
  • Net Profit after Tax: ₹5.80 Cr (vs ₹4.29 Cr) - 35% increase
  • Earnings per Share: ₹9.48 (vs ₹10.81)

Capital Structure:

  • Authorized Capital: ₹10.00 Cr (1,00,00,000 equity shares of ₹10 each)
  • Paid-up Capital: ₹7.75 Cr (77,47,850 equity shares of ₹10 each)
  • Preferential Allotment: Issued 22,93,400 equity shares at ₹120 each (₹10 face value + ₹110 premium) aggregating ₹27.52 Cr

Loan Portfolio:

  • Total Loans Outstanding: ₹82.59 Cr (vs ₹51.20 Cr previous year)
  • Secured Loans: ₹71.58 Cr
  • Unsecured Loans: ₹11.01 Cr
  • No Non-Performing Assets reported for the year

Borrowings:

  • Unsecured Loans from Directors: ₹33.00 Cr limit sought
  • Intercorporate Loans from Related Parties: ₹32.00 Cr limit sought
  • Total Borrowing Limit Approval Sought: ₹100.00 Cr

Dates of Action

  • Record Date for AGM: July 23, 2026
  • AGM Date: July 30, 2026 at 4:00 PM through video conferencing
  • Remote E-voting Period: July 27, 2026 (9:00 AM) to July 29, 2026 (5:00 PM)
  • Financial Year: April 1, 2025 to March 31, 2026

Parties Involved

Board of Directors:

  • Shri Chandrasekhar Suresh - Chairman & Independent Director
  • Shri Gowra Srinivas - Managing Director
  • Shri Pallapotu Sobhanadri - Independent Director
  • Smt. Samyuktha Mattapalli - Independent Director
  • Shri Gowra Lakshminarayana - Director
  • Shri Dayanand Soma - Director
  • Shri Gowra Lakshmi Prasad - Director
  • Shri Gowra Subbaraj - Director

Key Managerial Personnel:

  • Shri A V Rama Krishna Rao - Chief Financial Officer
  • Shri Zafar Imam Khan - Company Secretary & Compliance Officer

Auditors and Professional Service Providers:

  • Statutory Auditors: Dagliya & Co.
  • Secretarial Auditor: SPP & Associates
  • Registrar & Share Transfer Agent: Kfin Technologies Limited
  • Bankers: State Bank of India, Kotak Mahindra Bank Limited, ICICI Bank

AGM Agenda Items

Ordinary Business:

1. Adoption of audited financial statements for FY 2025-26

2. Re-appointment of Shri Dayanand Soma (DIN: 00854522) who retires by rotation

Special Business:

3. Approval for material related party transactions aggregating ₹65.00 Cr (₹33.00 Cr from directors and ₹32.00 Cr from related body corporates)

4. Approval for continuation of Shri Pallapotu Sobhanadri as Independent Director post attaining 75 years of age

5. Approval for borrowing limits up to ₹100.00 Cr

Financial and Operational Impact

Capital Structure Impact:

  • Preferential allotment increased paid-up capital from ₹5.45 Cr to ₹7.75 Cr
  • Resulting dilution not explicitly quantified in disclosure

Cash Flow Implications:

  • Preferential issue proceeds of ₹27.52 Cr utilized for lending business expansion
  • No dividend declared for FY 2025-26
  • Proposed borrowing of up to ₹100.00 Cr to further expand lending operations

Related Party Transactions:

  • Borrowings from directors and group companies at interest rate not exceeding 12% p.a.
  • Transactions claimed to be at arm's length and in ordinary course of business

Corporate Governance Highlights

  • Board met 6 times during FY 2025-26
  • All committees (Audit, Nomination & Remuneration, Stakeholders Relationship) functional
  • Whistle Blower Policy in place - no complaints received during the year
  • Vigil Mechanism established
  • CSR provisions not applicable as company below threshold

Audit Qualifications

Secretarial Audit Report contained one qualification regarding procedural delay of one day in submitting prior intimation to BSE for board meeting held on May 3, 2025, due to miscalculation of regional public holiday in Mumbai.

Statutory Audit Report was unqualified with no reservations, adverse remarks or disclaimers.

Subsequent Events

  • Company received ₹65.00 lakhs as settlement for property acquisition issue mentioned in financial statements
  • No other significant material changes between March 31, 2026 and date of board report

Shareholding Pattern

  • Total shareholders: 2,300 as on March 31, 2026
  • Promoter & Promoter Group holding: 60.18%
  • Public holding: 39.82%
  • 69.86% shares dematerialized with NSDL and 23.49% with CDSL

IEPF Transfers

  • Transferred 22,019 equity shares of 32 shareholders to IEPF during the year
  • Unclaimed dividends for FY 2018-19, 2019-20, 2020-21 totaling ₹7.09 lakhs pending transfer to IEPF on respective due dates

#Tags: #GowraLeasing #SEBIDisclosure #AnnualReport #NBFC #AGM2026 #FinancialResults #RegulatoryCompliance #CorporateGovernance #Neutral