Billionbrains Garage Ventures Ltd

AGM details

• AGM held on Aug 24, 2026 at 2:00 PM IST via VC/OAVM.
• Record date for voting was Aug 17, 2026.
• Remote e-voting conducted Aug 20–23, 2026.
• Meeting conducted via video conferencing with scrutineer appointed.

Resolutions

• Resolution 1 (Ord): Adopt standalone and consolidated financial statements for the year.
• Resolution 2 (Ord): Reappointment of Neeraj Singh on rotation.
• Resolution 3 (Ord): Appointment of Nilesh Shah & Associates as Secretarial Auditors.
• Resolution 4 (Ord): Reclassification of authorized share capital and MOA amendment.

Voting results

• All resolutions passed with requisite majority.
• No significant dissent observed.
• E-voting and ballot results indicated overwhelming approval.

Dividend

• Dividend not proposed or declared.

Director changes

• Director Neeraj Singh reappointed; retires by rotation.

Auditors

• Secretarial Auditor appointed for five years; firm identified.

Related party transactions

• No material related party transactions approved.

Other material approvals

• Capital reclassification and MOA amendment approved.

ESOP grant details

• 149,874 stock options granted to eligible employees under Billionbrains ESOP Scheme 2024.
• Exercise price fixed at Rs 2 per option.
• Each option converts into one equity share of Rs 2 face value.
• Options exercisable for 10 years from vesting.
• Scheme complies with SEBI SBEB Regulations 2021.
• Grant date: 13 August 2026; disclosures provided in Annexure A.

Rating Action

• Issuer rating upgraded to AA (Stable) from AA- (Stable) by ICRA.

Instruments/Facilities Rated

• Issuer Rating – AA (Stable) as per ICRA.

Rating Agency

• Rating agency: ICRA Limited.

Outlook

• Outlook: Stable.

Material Change

• Upgrade from AA- (Stable) to AA (Stable).

AGM Details

• AGM date/time: 24 Aug 2026, 02:00 PM IST; VC/OAVM.
• Mode: VC/OAVM; deemed venue: registered office.
• Voting cut-off: 17 Aug 2026.
• Remote e-voting window: 20–23 Aug 2026; voting at AGM allowed.
• E-voting agency: MUFG Intime India Private Limited.

Resolutions put to vote

• Ordinary: adopt standalone financial statements for year ended 31 March 2026.
• Ordinary: adopt consolidated financial statements for year ended 31 March 2026.
• Ordinary: Neeraj Singh to retire by rotation and re-appointment.
• Special: M/s Nilesh Shah & Associates to be Secretarial Auditors for five-year term.
• Special: reclassify authorized share capital; MOA to equity-only; no change in total.

Dividend

• Dividend: Board did not recommend dividend for FY2025-26.

Governance and related matters

• Secretarial Auditor appointment: M/s Nilesh Shah & Associates; tenure five years; remuneration ₹3.00 lakh.
• Related party transactions: platform charges to Groww Invest Tech; intercompany deposits.
• MOA/Capital changes: reclassification of authorized capital to equity-only; no total change.

Key updates

• Q1 FY27 earnings call highlights Groww’s 10-year milestone and ongoing multi-product strategy.
• US stock options licensed via GIFT City; testing underway with broader geography contingent on data.
• SEBI and CCI approvals obtained for the State Street Global partnership investment.
• MTF growth remains robust; cash yields up about 5% YoY, with penetration expected to rise.
• ESOP expense accounts for roughly 10% of employee cost in Q1.
• CAC rose in Q1 due to IPL marketing; approximately INR 1,900 per new NTU.
• Bonds launched with early uptake; Groww Prime and W show traction.
• AI initiatives to enhance product development and customer experience across the platform.
• Affluent retention remains exceptionally high, around 100%.

Delay in related party disclosure

• Board noted a one-day delay in filing Related Party Transactions disclosure for the half-year ended 31-Mar-2026.
• XBRL filing uploaded on 21-Apr-2026 due to technical issues.
• Fines: Rs 5,000 per day; GST Rs 900; total payable Rs 5,900.
• Board advised strengthening internal processes to ensure timely regulatory filings.
• Non-compliance to be discussed at next Board meeting; comments to be communicated to exchanges.

Regulatory fines and waiver process

• SOP penalties under SEBI LODR Regulation 23(9) imposed for late RPT disclosure.
• Total payable fine for period ended 31-Mar-2026: Rs 5,900 including GST.
• Waiver requests via NEAPS > Compliance > Fine Waiver > Waiver Request; requires prior compliance.
• Waiver processing fee Rs 10,000 plus 18% GST if fine exceeds Rs 5,000.
• Exchange may freeze promoters' shareholding if non-compliance continues.

Regulatory penalty for late RPT disclosure

• Delay in filing Related Party Transaction disclosure for the half-year ended 31-Mar-2026.
• Fine imposed: Rs 5,000 per day for 1 day, plus GST of Rs 900, total Rs 5,900.
• File was due by 20 Apr 2026; uploaded on 21 Apr 2026 due to technical issues.
• Board noted the delay on 15 Jul 2026 and advised stronger internal filing controls.
• Company may seek a waiver; waiver application route and fees outlined; payment deadline within 15 days.
• Promoters’ shareholding could be frozen if non-compliance continues (per NSE notice).

Delay in related party filing

• Board noted delay in filing Related Party Transaction disclosure under SEBI LODR Regulation 23(9).
• Board advised strengthening internal processes to ensure timely filings in future.
• Board's comment to be disseminated to stock exchanges as required.