Emkay Global Financial Services Ltd

Target and business

• Target: Emkay Capital Private Limited (ECPL), a Mumbai-based investment company and wholly owned subsidiary.
• Incorporated in Mumbai, Maharashtra, India on 24 August 2026.
• Authorized capital Rs 25,00,000; paid-up capital Rs 10,00,000.
• Turnover not applicable as ECPL has not commenced operations.

Deal structure

• Form of consideration: cash subscription for ECPL equity.
• Amount: Rs 10,00,000 for 1,00,000 shares at Rs 10 each.
• Ownership acquired: 100% of ECPL equity.

Related party status

• Initial subscription did not qualify as related party transaction.
• Post-incorporation ECPL is a subsidiary and related party.
• Promoter group has no interests in ECPL beyond the initial investment.

Regulatory and timeline

• Regulatory approvals: Not applicable.
• Indicative completion timeline: Not Applicable.

Strategic rationale and background

• Objects include housing group investments and core investment activities.
• Purpose to enhance operational focus and strategic flexibility.
• ECPL background: incorporated to house group investments; India.

Share Allotment Update

• Management Committee approved allotment of 50,000 equity shares to promoter Prakash Kacholia on warrants conversion.
• Balance consideration paid amounts to Rs. 89,81,250 at Rs. 239.50 per share.
• Post allotment issued capital increases to Rs. 27,67,55,800 and equity shares to 2,76,75,580.
• New shares rank pari-passu with existing equity shares, including dividends, if any.
• Earlier 17,50,000 equity shares were allotted upon 75% payment to Karwa and Kacholia.
• Kacholia's holding rises from 52,00,000 to 52,50,000 shares (18.82% to 18.97%).
• Meeting held on 21 August 2026 from 4:30 PM to 5:45 PM.

Issuance overview

• Up to 5,000 NCDs of INR 1 lakh face value, aggregate INR 50 crore
• Private placement; base issue INR 25 crore, green shoe INR 25 crore

Instrument terms

• Non-convertible senior unsecured debentures; redeemable at maturity
• Maturity Sept 7, 2029; deemed allotment Sept 7, 2026; three-year tenor
• Call option exercisable at 24, 27, 30, 33 months

Pricing and payments

• Coupon rate 11.50% per annum; paid semi-annually
• Redemption at par on maturity
• Face value INR 1 lakh; issue price at par

Security and listing

• Unsecured; no charges over assets
• Listing proposed on BSE Wholesale Debt Market
• Default interest 2% p.a. on late payments

Appointment of Independent Director

• Board approved appointment of Mr. Rajesh Shah as Non-Executive Independent Director via circular resolution dated 18 Aug 2026.
• Term: five years from 19 Aug 2026 to 18 Aug 2031, subject to shareholder approval.
• Mr. Shah's DIN is 06390775; shall not be liable to retire by rotation.
• Not debarred by SEBI or any authority; not related to any director.
• Background: commerce graduate, ICAI Associate, ~30 years' experience across businesses and finance roles.

Meeting Details

• Date: 21 August 2026; time and venue not disclosed.

Key Agenda Items

• Management Committee to consider and approve private placement of Non-Convertible Debentures.

Other Notes

• Trading window closed for insiders from 10 August 2026 until 48 hours after meeting outcome.

AGM Details

• AGM held on 10 August 2026 at 4:30 p.m. IST via VC/OAVM; concluded 5:40 p.m.
• Cut-off date for voting: 3 August 2026; total shareholders on cut-off: 12,103.
• Attendance via VC/OAVM: Promoters 5, Public 125.

Resolutions and Outcomes

• Resolution 1 (Ordinary): Adopt standalone financial statements; Passed 100% in favour.
• Resolution 2 (Ordinary): Adopt consolidated financial statements; Passed 100% in favour.
• Resolution 3 (Ordinary): Declare dividend on equity shares; Passed 100%.
• Resolution 4 (Special): Re-appoint S. K. Saboo as Director on rotation; Passed 100%.
• Resolution 5 (Special): Payment of Commission to Independent Directors for five years; Passed 100%.
• Resolution 6 (Special): Increase in borrowing limits and creation of charge on assets; Passed 100%.
• Resolution 7 (Special): Issuance of Non-Convertible Debentures on private placement; Passed 100%.

Director Changes

• Re-appointment of S. K. Saboo as Director on rotation; eligible for re-appointment.

AGM highlights

• AGM held on 10 August 2026 via VC/OAVM with deemed venue at the registered office.
• Dividend declared of Rs 1.50 per equity share for FY2025-26.
• Adoption of standalone and consolidated financial statements for year ended 31 March 2026.
• Re-appointment of Mr. S. K. Saboo as director liable to retire by rotation.
• Approval to pay commission to Independent Directors for five years (FY2026-27 to FY2030-31).
• Increase in borrowing limits and creation of charge on assets.
• Issuance of Non-Convertible Debentures on a private placement basis.
• Independent director Satish Ugrankar's term ended on 9 August 2026.
• 130 members attended the AGM; no proxies due to VC/OAVM.
• Voting results will be submitted to stock exchanges within the stipulated timelines.

Director term completion

• Dr. Satish Ugrankar completed his second five-year term as Independent Director on 9 August 2026.
• He ceases to be a Board member and to chair the Stakeholder Relationship Committee.
• He also ceases to be a member of the Audit Committee and NR&C Committee.
• Board appreciated his contributions during tenure.
• Annexure A provides the change details and related disclosures.

Listing approval details

• BSE approves listing of 100,000 equity shares of Rs 10 each.
• Shares arise from conversion of warrants issued on a preferential basis to promoter Prakash Kacholia.
• Listing approval dated 31 July 2026; reference letter LOD/PREF/AP/FIP/595/2026-27.
• Equity share capital increases by Rs 1,000,000 on conversion.
• No other material financial details or operational impact disclosed.