Key Decisions and Approvals

1. Incorporation of Wholly-Owned Subsidiary

The Board of Directors approved the incorporation of a 100% wholly-owned subsidiary, proposed to be named "Wagad Housing Finance Private Limited". The subsidiary will have an authorized share capital of ₹10,00,000 (Rupees Ten Lakh Only). This approval is subject to the availability and approval of the proposed name and completion of applicable statutory and regulatory formalities.

2. Reclassification of Members from Promoter to Public Category

The Board considered and approved requests for reclassification from two individuals:

  • Mr. Rajiv S. Kothari: Holds 30,000 equity shares (approximately 0.03% of shareholding)
  • Mrs. Malti S. Kothari: Holds 15,000 equity shares (approximately 0.015% of shareholding)

Both individuals submitted separate request letters dated October 13, 2026, seeking reclassification from Promoter category to Public category pursuant to Regulation 31A of the Listing Regulations.

Basis for Reclassification Approval

The Board approval was based on:

  • Review of the request letters from both applicants
  • Consideration of undertakings furnished by the applicants regarding conditions prescribed under Regulation 31A(3)(b) of the Listing Regulations
  • The applicants' claims of erroneous classification as promoters without their knowledge or consent

Conditions and Next Steps

The reclassification is subject to:

  • Fulfilment of applicable conditions under Regulation 31A of the Listing Regulations
  • Receipt of necessary approvals from the Stock Exchanges (BSE Limited and The Calcutta Stock Exchange Ltd.)
  • Approval from any other applicable statutory or regulatory authorities

The Company shall make requisite applications, disclosures, and filings with the Stock Exchanges in accordance with applicable provisions of the Listing Regulations.

Meeting Details

The Board meeting commenced at 4:00 PM and concluded at 5:00 PM on October 13, 2026.

Additional Information from Annexures

Rationale for Reclassification Requests:

Both applicants claimed they were erroneously classified as promoters without their knowledge or consent. They stated they:

  • Have never been connected or involved in the business, activities, management, or affairs of the Company
  • Have never had any direct or indirect control over the Company's affairs or decision-making
  • Played no role in the Company's incorporation or public offering formulation
  • Have never been Directors of the Company or attended general meetings
  • Have suffered prejudice due to demat account freezes related to Company defaults, despite minimal shareholding

Undertakings Provided:

Both applicants undertook that they along with related persons:

  • Do not hold more than 10% of the paid-up capital/total voting rights
  • Do not exercise control over the Company's affairs
  • Do not have any special rights through formal or informal arrangements
  • Are not represented on the Board (including no nominee director)
  • Do not act as key managerial persons
  • Are not wilful defaulters per RBI guidelines
  • Are not fugitive economic offenders
  • Have no pending regulatory actions against them

They also committed to continue complying with conditions under Regulation 31A(3)(b) post-reclassification.