Kalyan Capitals Ltd

AGM Details

• AGM held on 28-09-2026 at 03:00 PM via Video Conferencing (VC).
• Record date: 21-09-2026.
• End time: 03:39 PM.

Key Resolutions

• Resolution 1 (Ordinary): Adopt audited standalone and consolidated financial statements for the year ended.
• Resolution 2 (Ordinary): Re-appoint Sunil Kumar as Director (Promoter Group) by rotation.
• Resolution 3 (Ordinary): Appoint M/S SVP & Associates LLP as Statutory Auditors.
• Resolution 4 (Ordinary): Approve related party transactions with Promoter Group for 2026-27.
• Resolution 5 (Special): Appoint Sandhya Kohli as Independent Director.

Voting Results

• Resolution 1: Passed; majority in favour; no material dissent.
• Resolution 2: Passed; promoter group supported.
• Resolution 3: Passed; standard majority.
• Resolution 4: Passed; majority in favour.
• Resolution 5: Passed; high approval for special resolution.

Director Changes

• Sunil Kumar re-appointed as Director by rotation.
• Sandhya Kohli appointed as Independent Director.

Auditor Appointments

• Statutory Auditor appointed: M/S SVP & Associates LLP.

Material Related Party Transactions

• Approved material related party transactions with Promoter Group for the year 2026-27.

Other Material Approvals

• No other material approvals reported.

Statutory Auditor appointment

• Appointment of SVP & Associates as Statutory Auditor for 5 years from Sep 28, 2026.

Director re-appointment

• Re-appointment of Sunil Kumar Malik as Director, effective Sep 28, 2026.

Independent Director appointment

• Appointment of Sandhya Kohli as Non-Executive Independent Director for five years (Jun 23, 2026–Jun 22, 2031).

AGM details

• Date/time/mode: 28 Sep 2026, 3:00 PM IST, via VC/OAVM; concluded 3:39 PM.
• Attendance: 63 members via video conferencing.

Key resolutions

• Ordinary: adoption of standalone and consolidated financial statements for FY ended 31 March 2026.
• Ordinary: re-appointment of Sunil Kumar Malik on rotation.
• Ordinary: appointment of SVP and Associates as Statutory Auditor for five years.
• Special: approval of material related party transactions with promoter group for FY 2026-27.
• Special: appointment of Sandhya Kohli as Independent Director.

Voting status

• Results: not disclosed in the document; to be announced and filed with stock exchanges.

Kalyan Capitals Limited — Trading Window closed from 01 October 2026 till the expiry of 48 hours after declaration of the Unaudited Financial Results for the quarter and half year ended 30 September 2026

Encumbrance on promoter shares

• Pledge created on 1,37,00,000 Kalyan Capitals shares (26.09% of equity).
• Post-encumbrance holding: 1,37,00,000 shares, 26.09% of total.
• Promoter Sunil Kumar Malik; stake before encumbrance 26.09%.
• Encumbrance holder: Share India Securities Ltd.
• Reason: loan against security; facility size Rs 9.22 crores.
• End use: securing financial facility for the entity.
• Total promoter stake: 3,55,05,038 shares, 67.61%.
• Encumbered shares equal 26.09% of total share capital.
• Date of encumbrance: 08-09-2026.
• Target company: Kalyan Capitals Limited.

Financial performance

• Standalone revenue from operations rose to ₹2,705.88 lakh.
• Consolidated revenue from operations stood at ₹3,511.16 lakh.
• Standalone PAT was ₹102.42 lakh, down from ₹160.12 lakh.
• Consolidated PAT rose to ₹553.57 lakh from ₹306.98 lakh.
• Standalone EPS (basic/diluted) ₹0.20.
• Consolidated EPS (basic/diluted) ₹1.05.
• Standalone equity ₹3,426.34 lakh; Consolidated equity ₹6,157.04 lakh.
• Standalone gearing 6.57x; Consolidated gearing 3.81x.
• Authorised capital increased to ₹25 crore; paid-up capital ₹10.50 crore.
• Dividend not recommended for the year.
• Standalone loan book ₹23,614.60 lakh; Consolidated loan book ₹27,847.43 lakh.
• Standalone revenue growth 41.7%; consolidated growth 33.4% YoY.

Operations & scale

• Standalone loan book rose to ₹23,614.60 lakh; consolidated ₹27,847.43 lakh.
• Interest income rose to ₹2,681.54 lakh (standalone) and ₹2,691.01 lakh (consolidated).
• Consolidated loan portfolio grew; revenue from operations up year on year.
• Anmol Financial Services Limited is the sole subsidiary included in consolidation.

Capital structure & liquidity

• Standalone net debt ₹22,503.70 lakh after cash ₹296.68 lakh.
• Borrowings (standalone) ₹22,800.39 lakh; net equity ₹3,426.34 lakh.
• Consolidated borrowings ₹23,818.58 lakh; total equity ₹6,157.04 lakh.
• NBFC RBI registration; base-layer NBFC; no public deposits.

Governance & board

• Board comprises eight members; four independent; two women directors.
• Sandhya Kohli appointed as Independent Director effective 23 June 2026.
• Mamta Gupta resigned as Independent Director on 23 June 2026.
• Anshu Agarwal appointed CEO in May 2025 and CFO in November 2025.
• Arpita Sharma appointed Company Secretary & Compliance Officer in April 2026.

Audit & risk

• SVP & Associates appointed Statutory Auditor following TK Gupta resignation in 2026.
• Secretarial Auditor: Hemant Sajnani & Associates; issues disclosed in Annexures.
• Impairment recognised: standalone ₹17.61 lakh; consolidated ₹24.05 lakh.
• Internal controls reviewed; material weaknesses highlighted in audit reports.

Related party transactions

• All related party transactions are in ordinary course and arm's length.
• Audit Committee approvals obtained for related party transactions; omnibus approvals for repetitive items.
• Details of related party transactions disclosed in financial statements; material thresholds defined.

Subsidiaries & investments

• One subsidiary: Anmol Financial Services Limited; AOC-1 annexed.
• Consolidated statements include subsidiary performance; subsidiary PAT ₹451.16 lakh in FY26.

Outlook & risks

• NBFC sector growth supported by digital lending; risks include credit, regulatory changes and interest rates.
• Management emphasises prudent underwriting, capital management, and diversified funding sources.

Dividend & CSR

• Dividend distribution policy not applicable; no dividend declared for FY26.
• CSR not applicable; disclosures referenced in notes and annexures.

AGM Details

• 42nd AGM on 28 September 2026 at 03:00 PM IST via VC/OAVM.
• Record date for entitlement to notice: 28 August 2026.
• e-voting cut-off: 21 September 2026; remote voting window: 25–27 September 2026.
• Notice and Annual Report available on company website and emailed to registered holders.

Ordinary Resolutions

• Adopt standalone and consolidated financial statements for FY 2025-26 and reports.
• Re-appoint Sunil Kumar Malik as Director on rotation.
• Appoint SVP & Associates as Statutory Auditor for 2026-31; remuneration to be mutually agreed.

Special Resolutions

• Approve material related party transactions with promoter group for FY 2026-27.
• Appoint Sandhya Kohli as Independent Director for five-year term.

Director Changes

• Sunil Kumar Malik to continue as Director (re-appointment by rotation).
• Sandhya Kohli to be appointed Independent Director for five-year term.

Other Approvals

• Board empowered to sign/execute documents and delegate powers to implement the transactions.