Key Correction

In the original explanatory statement, under point A(3) "Details of previous transactions with the related party", the total amount of all transactions undertaken with the related party (Elanistech Private Limited) during the last financial year 2025-26 was inadvertently mentioned as INR 72.48 Crores. This has been corrected to INR 7.248 Crores. All other details in the notice remain unchanged.

Postal Ballot & E-Voting Details

The remote e-voting period for the Postal Ballot commenced on Thursday, 8th October 2026, at 9:00 a.m. (IST) and will end on Friday, 6th November 2026, at 5:00 p.m. (IST).

The cut-off date for determining eligibility to vote is Thursday, 1st October 2026.

The company has appointed National Securities Depository Limited (NSDL) to provide the remote e-voting facility.

The company has appointed M/s. Pooja Sawarkar & Associates, Company Secretaries, as the Scrutinizer for the process.

The results, along with the Scrutinizer's report, will be submitted to BSE Limited within two working days of the e-voting conclusion and displayed on the company's website.

The resolution will be deemed passed on the last date of the e-voting period, 6th November 2026.

The notice is being sent only via email to members whose email addresses are registered. The notice is available on the company's website (www.jagsonpal.co.in), BSE's website (www.bseindia.com), and NSDL's e-voting website (https://www.evoting.nsdl.com/).

Special Business Resolutions

Item No. 1: Approval for Related Party Transaction (Ordinary Resolution)

The company seeks shareholder approval to enter into a Business Transfer Agreement (BTA) with Elanistech Private Limited, a related party.

  • Related Party Details: Elanistech Private Limited (CIN U72900KA2019PTC127223). Mr. Karthik Srinivasan (Chairman, MD & CFO and Promoter of Jagsonpal) is also a Director and shareholder in Elanistech.
  • Transaction Details: Acquisition of a software platform, assets, brands, IP, human resources, and related resources on a going-concern basis.
  • Consideration: An aggregate amount of ₹10,00,00,000 (Rupees Ten Crores Only), payable in one or more tranches.
  • Previous Transactions: Total transactions with Elanistech in FY 2025-26 were ₹7.248 Crores. No transactions have occurred in the current FY up to the quarter preceding this approval.
  • Rationale: The transaction is stated to be commercially beneficial, on an arm's length basis, and will help kickstart the company's revenue generation, aligning with its strategic objectives.
  • Approvals: The Audit Committee and Board of Directors approved the transaction at their meetings held on 29th September 2026.
  • Financial Impact: The consideration is quantified at ₹10 Crores. As the company had nil turnover for the year ended 31st March 2026, the value of the transaction as a percentage of turnover cannot be determined. The value represents approximately 387.60% of Elanistech's FY25 standalone turnover of ₹2.58 Crores.
  • Interested Parties: Except for Mr. Karthik Srinivasan, no other promoters, directors, or KMPs are interested in this resolution. Related parties are restricted from voting on this resolution as per SEBI LODR Regulations.

Item No. 2: Noting of CA Certificate for Name Change (Special Resolution)

The company seeks to note and place on record certificates issued by M/s. Jain Vinay & Associates, Chartered Accountants, confirming compliance with Regulation 45(1) of the SEBI LODR Regulations concerning the company's name change.

  • Name Change: The company's name was changed from "Jagsonpal Finance and Leasing Limited" to "Jagsonpal Services Limited," effective 29th September 2025, following approval by a special resolution at the 34th AGM on 22nd September 2025.
  • Certificates: The certificates dated 1st September 2025, 25th September 2025, and 30th October 2025 are enclosed as Annexure II. They confirm that the amount invested in the new activity/project is at least 50% of the company's assets, a key requirement for the name change.
  • Investment Breakdown: The 30th October 2025 certificate provides a bifurcation of ₹12.064 Crores invested in the new activity from 11th November 2024 to 30th September 2025, which is 82.45% of the company's total assets of ₹14.63 Crores. This includes investments in Welcast Finstocks Private Limited (₹10.011 Cr), fixed assets (₹1.822 Cr), and advances to contractors/suppliers (₹0.231 Cr).
  • Interested Parties: None of the promoters, directors, or KMPs are interested in this resolution.

Additional Information

Members can inspect documents referred to in the notice, including the draft Business Transfer Agreement, by sending a request to compliance@jagsonpal.co.in.