1. Approval of Notice of Annual General Meeting

The Board approved the Notice convening the Annual General Meeting (AGM) of the Company scheduled to be held on Tuesday, 29 September 2026 at 2:00 P.M. through Video Conferencing (VC) / Other Audio-Visual Means (OAVM), along with the Board's Report and other related documents.

2. Reclassification of Promoters under Regulation 31A of SEBI LODR Regulations

The Board noted that Mr. Satish Gogia, an existing Promoter, requested reclassification of the following existing Promoters into the "Public" category:

  • Mr. Satish Gogia
  • M/s Satish Gogia HUF
  • Late Shri Khem Chand (passed away in 1997, death certificate now received)

The Board approved the proposal for reclassification from "Promoter / Promoter Group" category to "Public" category, subject to:

  • Approval of the shareholders
  • Filing of application with BSE Limited
  • Compliance with all applicable regulatory requirements

The Board authorized the Company to make necessary applications, filings, disclosures and submissions with BSE Limited, depositories, Registrar & Transfer Agent and other statutory authorities.

3. Classification of Mr. Ankur Gogia as Promoter / Promoter Group

The Board noted that Mr. Satish Gogia transferred certain equity shares to his son, Mr. Ankur Gogia (DIN 05186598) by way of gift. Mr. Ankur Gogia is presently reflected under the "Public" category. The Board approved his classification as Promoter / Promoter Group, subject to applicable regulatory approvals and filings.

4. Appointment of Scrutinizer

The Board approved the appointment of M/s Arpit Garg & Associates, Practicing Company Secretaries (COP No. 22703), as the Scrutinizer for scrutinizing the remote e-voting and voting at the ensuing AGM.

5. Appointment of Statutory Auditor – Term of 5 Years

Pursuant to the resignation by existing Statutory Auditors dated 28/08/2026, the Board approved and recommended the appointment of M/s Raj K. Sri & Co (FRN: 014141N), Chartered Accountants, as Statutory Auditor for a term of five consecutive years from the conclusion of the AGM 2026 until the conclusion of the AGM 2031, subject to member approval and Companies Act, 2013 compliance.

Mandatory Disclosures for Statutory Auditor:

  • Reason for change: Appointment upon resignation of existing auditor
  • Term: Five consecutive years from AGM 2026 to AGM 2031
  • Brief Profile: Chartered Accountancy firm with experience in statutory audits, tax audits, internal audits, and assurance services across listed and unlisted entities
  • Relationship: Not related to any Director or Key Managerial Personnel
  • Eligibility: Confirmed under Section 141 of Companies Act, 2013 and Rule 4 of Companies (Audit & Auditors) Rules, 2014

6. Appointment of Additional Directors as Independent Directors – Term of 5 Years

The Board approved the appointment of the following as Additional Independent Directors for five consecutive years, subject to member approval and compliance with Companies Act, 2013 and SEBI LODR Regulations:

Mr. Shubham Aggarwal (DIN: 11441503)

  • Reason: To strengthen Board composition and meet regulatory requirements
  • Term: Five consecutive years from 29/08/2026
  • Profile: Professional experience in finance, governance, and corporate advisory
  • Relationship: Not related to any Director or Key Managerial Personnel
  • Eligibility: Meets criteria under Section 149(6) of Companies Act, 2013 and Regulation 16(1)(b) of SEBI LODR

Ms. Mansi Kabra (DIN: 11917058)

  • Reason: To enhance governance, compliance oversight, and Board diversity
  • Term: Five consecutive years from 29/08/2026
  • Profile: Experience in compliance, corporate governance, and risk management
  • Relationship: Not related to any Director or Key Managerial Personnel
  • Eligibility: Meets criteria under Section 149(6) of Companies Act, 2013 and Regulation 16(1)(b) of SEBI LODR

Both proposed Independent Directors have furnished requisite declarations and satisfy the eligibility criteria.

7. Other Matters

The Board discussed other items with permission of the Chair. No material event requiring disclosure under Regulation 30 arose from such discussions.

The information is available on the Company's website www.gogiacap.com and on the stock exchange website www.bseindia.com.