Anjani Finance Ltd

Resolutions and outcomes

• Ordinary: Receive, consider and adopt audited financial statements for year ended 31 March 2026; passed with requisite majority.
• Ordinary: Re-appoint director Mr. Sanjay Kumar Agarwal (DIN 0023611) retiring by rotation; passed with requisite majority.
• Special: Change Nilay Agarwal's designation from Additional Independent Director to Regular Independent Director; passed with requisite majority.
• Ordinary: Approve related party transactions/contracts/arrangements under Regulation 23; passed with requisite majority.
• Special: Approval under Section 186 for loans, guarantees and securities; passed with requisite majority.

Purpose of postal ballot

• Approve annual financials, director appointments, designation changes, and related-party contracts.

Item 1: Adopt financial statements

• Receive, consider and adopt audited financial statements for year ended 31 March 2026; 99.86% in favour.

Item 2: Re-appoint director

• Re-appoint Sanjay Kumar Agarwal (DIN 0023611) by rotation; passed with majority.

Item 3: Change in designation

• Nilay Agarwal to Regular Independent Director; passed with majority.

Item 4: Related party transactions

• Approve related-party transactions; promoters/related parties’ votes excluded; 97.53% in favour.

Item 5: Section 186 approvals

• Approve loans/guarantees/securities under Section 186; 97.53% in favour of votes polled.

Key dates and participation

• Voting entitlements cut-off: 17/09/2026.
• Total shares: 10,143,300; quorum met.
• Attendance: 33 members (30 via VC/OAVM, 3 physical).

Governance notes

• For Item 4, related-party votes excluded; promoters held 5,414,094 and 393,838 related shares not counted.

Anjani Finance Limited — Closure of trading window from 01 October 2026 till completion of 48 hours after the declaration of the financial results for the quarter/half year ended 30 September 2026; The Trading Window will re-open 48 hours after the declaration of said financial results to the Stock Exchange.

AGM Proceedings

• 37th AGM held 24 Sep 2026, 3:00–3:16 PM, in person and via VC/OAVM at Indore.
• Quorum: 6277 shareholders; 33 attended (3 in person), 30 required.
• Remote e-voting conducted 21–23 Sep 2026; results to be announced within 2 working days.
• Auditors' report for FY2025-26: no qualifications; report taken as read.
• Secretarial Audit: report included in Annual Report and taken as read.
• Ordinary business: audited financial statements for year ended 31 March 2026 adopted.
• Ordinary business: Sanjay Kumar Agarwal re-appointed as Director.
• Special business: Nilay Agarwal designation changed to Regular Independent Director.
• Special business: approvals for related party transactions under SEBI LODR Regulations, 2015.
• Special business: approval under Section 186 for loans, guarantees and securities.

Financial performance

• Total revenue from operations: 5,208.89 thousand for FY2025-26.
• Total income: 5,213.35 thousand; prior year 11,049.05.
• Profit after tax: 1,592.39 thousand for FY2025-26.
• Earnings per share: 0.76 basic/diluted for FY2025-26.
• Operating margin: 41.87%; net margin: 30.54%.
• Dividend declared: none for the year.
• Borrowings: nil; debt-to-equity: 0%.
• CRAR: 32.47%; NOF: ₹6.47 crore.
• Promoter group NBFC reserves and retained earnings reflected in equity.

Capital structure & liquidity

• Equity share capital: ₹10.1433 crore (₹101,433 thousand) as at 31-03-2026.
• Borrowings from banks: none; no long-term debt.
• CRAR: 32.47% as at 31-03-2026.
• NOF: ₹6.47 crore.
• Dividend: no dividend declared for FY2025-26.
• Scrip listing: BSE code 531878; Demat ISIN INE283D01018.

Governance & leadership changes

• Board consists of 4 directors as of 31-03-2026.
• Kalpana Jain appointed Managing Director w.e.f 05-08-2025; Sanjay Kumar Agarwal ceased MD then remained Director.
• Nilay Agrawal appointed Additional Independent Director w.e.f 30-06-2026 for a 5-year term.
• Five Board meetings held in 2025-26; Independent Directors’ meeting on 10-02-2026.
• Statutory auditors: SAP Jain & Associates; Secretarial auditors: SMR & Associates.

Related party transactions

• Policy: Related Party Transactions are in ordinary course and arm’s length; cap up to Rs 50 crore per annum.
• Key related parties include Chameli Enterprises, Chameli Flour Mills, Commander Industries, Sanjana Cold Storage, Agarwal Dal Mills, and others.
• AGM agenda includes approvals for RPTs under Regulation 23 of SEBI Listing Regulations.
• Transactions with related parties include loans/advances; balances disclosed in notes to accounts.

Audits, internal controls & compliance

• Statutory auditors: SAP Jain & Associates; term through 2030 (36th to 41st AGM).
• Secretarial auditor: SMR & Associates; Secretarial Audit Report: no material qualifications.
• Internal controls: adequate; internal audit by a dedicated firm; RBI NBFC compliance.
• CEO/CFO certification confirms accuracy and compliance of financial statements.

Shareholding & dematerialisation

• Promoter holdings: Commander Industries Pvt Ltd 24.63%; Deepesh Farms 9.64%; Agarwal Dal Mills 9.83%; Darpan Farms 9.27%; Public 34.94%.
• Dematerialisation: 96.56% of shares in demat form; CDSL 80.03%, NSDL 16.53%, Physical 3.44%.
• Scrip code 531878; DEMAT ISIN INE283D01018.

Outlook & risks

• Outlook: NBFC with RB I oversight; potential growth supported by group diversification.
• Risks: rising interest rates; credit conditions; management aims to maintain low/no NPAs.

AGM Details

• Date/time: 24 September 2026 at 3:00 PM.
• Mode: Hybrid (in-person and VC/OAVM).
• Venue: The Agarwal Corporate House, Indore.
• Notice dispatched to shareholders on Aug 31, 2026.
• E-voting cut-off date: 17 September 2026.
• Remote e-voting period: 21–23 September 2026, 09:00–17:00.
• Register of Members/Share Transfer Books close 18–24 September 2026.

Key Resolutions

• Ordinary: Adopt Audited Financial Statements for year ended 31 Mar 2026.
• Ordinary: Re-appoint Sanjay Kumar Agarwal as Non-Executive Director.
• Special: Nilay Agarwal appointed Regular Independent Director.
• Ordinary: Approve related party transactions up to Rs 50 crore per annum.
• Special: Approve loans, guarantees, and securities under Sections 185-186 up to Rs 50 crore.

Director Changes

• Nilay Agarwal appointed as Independent Director for five-year term from 30-Jun-2026.
• Sanjay Kumar Agarwal reappointed as Non-Executive Director.

Material Related Party Transactions

• RPT limit: up to Rs 50 crore per annum.
• Period: five years from Oct 2026.
• Board authorized to finalize and execute related agreements.
• MD and Company Secretary authorized to sign filings/disclosures.
• Counterparties include Chameli Enterprises Pvt Ltd; Chameli Flour Mills Ltd; Commander Industries Pvt Ltd.

AGM notice and annual report dispatch

• Letters dispatched to shareholders without registered emails; include a web link and navigation to the 37th Annual Report.
• A sample copy of the letter has been enclosed for reference.
• AGM is scheduled for September 24, 2026 at 3:00 a.m. in Indore.
• The AGM may be attended in person or via video conference; hybrid mode.
• Annual Report FY2025-26 and AGM notice are accessible on the company website; physical copies available on request.
• Compliance with SEBI LODR 2015 and MCA/SEBI circulars noted.

FY25-26 at a glance

• Total income for FY25-26: ₹5,213.35 thousand.
• Revenue from operations: ₹5,208.89 thousand.
• PAT: ₹1,592.39 thousand; EPS ₹0.76.
• Dividend for the year: not declared.
• Total assets: ₹153,297.22 thousand; equity: ₹51,574.51 thousand.
• CRAR 32.47%; NOF ₹6.47 crore.

Profitability & cash flow

• PBT ₹1,204.23 thousand; tax ₹388.16 thousand; PAT ₹1,592.39 thousand.
• Operating cash flow ₹1,331.23 thousand; financing outflow ₹-976.88 thousand.
• Operating margin 41.87%; net margin 30.54%.
• EPS ₹0.76; basic and diluted.

Balance sheet & liquidity

• Total assets ₹153,297.22 thousand; equity ₹51,574.51 thousand.
• NBFC reserve ₹11,987.10 thousand; retained earnings ₹39,587.41 thousand.
• Cash and cash equivalents ₹47,553.34 thousand.
• Bank borrowings: nil; no deposits.

Capital structure & ownership

• Paid-up equity capital ₹101,433.00 thousand; no change this year.
• Promoter group holds 53.38%.
• Top holders: Commander Industries 24.63%; Deepesh Farms 9.64%; Agarwal Dal Mills 9.83%; Darpan Farms 9.27%.

Related party transactions & governance

• Material related party transactions up to ₹50 crore yearly; arm's length.
• Major related parties include Chameli Enterprises, Chamelidevi Flour Mills, Commander Industries, Sanjana Cold Storage, Agarwal Dal Mills.
• FY25-26 related-party loan to Meena Devi Agarwal: ₹1.9369 crore.
• Independent director Nilay Agrawal appointed 30-Jun-2026.

Audit, governance & controls

• Statutory auditors: SAP Jain & Associates; Secretarial auditor: SMR & Associates.
• Auditor's report: unqualified; going concern affirmed.
• Board: 4 directors; independent: Nilay Agrawal and Sarthak Agrawal.

AGM & disclosures

• 37th AGM on 24 Sep 2026; hybrid mode (VC/OAVM).
• Notice in XBRL; remote e-voting 21-09-2026 to 23-09-2026.
• Printed copies of Annual Report not distributed; information on company website.

Outlook & risks

• Outlook: NBFC operations under RBI framework; robust liquidity.
• Risks: rising interest rates; no NPAs; CRAR remains robust.

AGM Details

• Date/time: 24 Sep 2026, 3:00 PM, hybrid mode.
• E-voting cut-off: 17 Sep 2026.
• Remote e-voting window: 21–23 Sep 2026 (9:00 AM–5:00 PM).
• Register/Share Transfer Books closed: 18–24 Sep 2026.
• Notice dispatched to shareholders from Aug 31, 2026.

Key Resolutions

• Ordinary: Adopt Audited Financial Statements for year ended 31 March 2026.
• Ordinary: Re-appoint Sanjay Kumar Agarwal as Non-Executive Director.
• Special: Nilay Agrawal to become Regular Independent Director for five-year term.
• Ordinary: Approve related party transactions up to Rs 50 crore per annum.
• RPT period: from this AGM to the next AGM.
• Special: Approve loans/guarantees/securities up to Rs 50 crore under Section 186.
• Authorized MD and Company Secretary to sign related documents.

Director Changes

• Nilay Agrawal appointed Additional Director on 30 June 2026; confirmed as Independent Director.
• Sanjay Kumar Agarwal reappointed as Non-Executive Director (rotation).

Material Related Party Transactions

• Related parties include Chameli Enterprises Pvt Ltd and Chameli Flour Mills Ltd.
• Other related parties include Commander Industries Pvt Ltd and Sanjana Cold Storage Pvt Ltd.
• Agarwal Dal Mills Pvt Ltd is also a related party.
• Aggregate RPTs up to Rs 50 crore annually.
• RPT period five years from Oct 2026.
• RPTs to be in ordinary course and arm's length.
• MD and Company Secretary authorized to sign related documents.