Birla Capital & Financial Services Ltd

Birla Capital and Financial Services Limited — Closure of Trading Window from October 01, 2026 until 48 hours after declaration of the unaudited financial results for the quarter ending September 30, 2026.

AGM Details

• AGM held on 26 Sep 2026 at 11:00 IST via VC/OAVM.
• Cut-off date for voting rights: 19 Sep 2026.
• Remote e-voting period: 23–25 Sep 2026.
• Voting results announced on 28 Sep 2026.

Resolutions

• Item 1: Adoption of financial statements approved.
• Item 2: Executive Director re-appointment by rotation approved.
• Item 3: Secretarial auditor appointment for five years approved.
• Item 4: Manager appointed under a special resolution.
• Item 5: Independent director appointed for two years (special).

Voting Outcomes

• Item 1: Passed with majority; minority opposition noted.
• Item 2: Passed; small opposing votes.
• Item 3: Passed; small opposing votes.
• Item 4: Passed; small opposing votes.
• Item 5: Passed; small opposing votes.

Auditors

• Secretarial auditor appointed for five years; remuneration not disclosed.

Directors & Governance

• Executive Director re-appointed; Independent Director appointed; no other changes.

Related Party Transactions

• No material related-party transactions disclosed.

AGM Details

• AGM held 26 Sep 2026, 11:00–11:11 AM, via VC/OAVM.
• Quorum present; meeting commenced.
• Results of e-voting will be uploaded on the company's website and notified to exchanges.

Ordinary Resolutions

• Adoption of financial statements for FY ended March 31, 2026; approved.
• Re-appointment of Ms. Minal Umesh Pote as Executive Director on rotation; eligible for re-appointment.
• To appoint Ravindra Sharma as Manager.
• To appoint Sagar Dinesh Gala as Independent Director for 2 years.

Auditor Appointment

• Ankit Mazumdar appointed as Secretarial Auditor for 5 years.

Governance updates

• Minal Umesh Pote appointed Executive Director and Chief Financial Officer effective 01 Aug 2025.
• Sagar Dinesh Gala appointed Additional Independent Director effective 07 Oct 2025.
• Satyanarayana Sharma Dahagama ceased as Director on 07 Oct 2025 due to resignation.
• Registered office address updated to 159, Industry House, 5th Floor, Churchgate Reclamation, Mumbai 400020.
• RTA details updated to Bigshare Services Pvt. Ltd.
• Hemant Agarwal continues as Company Secretary and Compliance Officer; CFO is Minal Pote.

Financial performance

• Revenue from operations was nil; other income was ₹38.00 L.
• Total income ₹38.00 L; total expenses ₹37.56 L.

Profitability and taxes

• PBT ₹0.44 L; deferred tax credit ₹0.36 L.
• PAT ₹0.80 L; year-ago PAT ₹(3.66) L.

Capital structure & liquidity

• Equity share capital ₹938.31 L across 4,69,15,632 shares.
• Reserves and surplus negative ₹962.63 L; total equity ₹15.68 L.
• Borrowings nil; net debt ₹(0.95) L; cash ₹0.95 L.

Corporate governance and board changes

• 11 board meetings were held in FY2025-26.
• Mr. Satyanarayana Dahagama resigned on 07 Oct 2025.
• Mr. Sagar Gala appointed Additional Independent Director from 07 Oct 2025; five-year term planned.
• Ms. Minal Pote to retire by rotation; reappointment recommended.
• Himanshu Sarda resigned as Company Secretary; Hemant Agarwal appointed CS; Minal Pote appointed CFO.

Auditors and secretarial compliance

• Statutory auditors: Agarwal Jain & Gupta; five-year term to 2027.
• Secretarial auditor: Ankit Mazumdar; report annexed.
• Secretarial audit notes non-compliances: board processes weak; registers not updated; Active INC-22A not filed.
• Internal auditor: ARanka & Associates; no adverse remarks.

Related party transactions

• Yearly related party transactions total ₹38.00 L with Shearson.
• Closing balances: Nirved 280.17 L; Shearson 213.13 L; Birla Advisor 1.00 L.
• All related party transactions at arm's length; notes disclose.

MD&A and outlook

• Industry: digital lending growth amid rate tightening.
• Strategy: focus on debt syndication and investment banking; pursuing merchant banking license.
• Future services: capital raising, M&A, underwriting, and trading.
• Liquidity: maintain strong capital buffers for growth.
• Risk management: ERM framework; ML fraud detection engine implemented.
• Technology: AI chatbots; API credit scoring; enhanced mobile app.
• Outlook: growth in tier-2/3 markets; ESG commitments in lending and governance.

Compliance and regulatory status

• BSE delisting in 2023; SAT relisting order 2025; relisting in progress.
• Active Company Tagging not filed; non-compliance flagged by secretarial audit.
• Secretarial standards SS-1 to SS-4 followed; governance systems in place.

Object clause alteration

• Board-approved alteration of the main object clause to expand business scope, subject to necessary approvals.
• Insertion of MOA III(A)(3) to include trading, processing, and distribution of agricultural commodities and related activities.
• Insertion of MOA III(B)(4) to set up processing plants, logistics networks, warehouses, and direct procurement from farmers/FPOs.
• Details are outlined in Annexure-I; approvals from shareholders/regulators are required.
• Board meeting held Sep 2, 2026, 11:00–12:30 at the registered office.

Manager appointment

• Board approved Ravindra Sharma as Manager, effective 01-09-2026, for a one-year term.
• Term is subject to shareholders' approval at the ensuing AGM.
• Appointment approved at Board meeting held on 31 August 2026.
• Ravindra Sharma has 20+ years of experience in trust and finance.
• Ravindra Sharma is not debarred from holding office under SEBI.