Manba Finance Ltd

NCD Allotment Details

• 60,000 NCDs of Rs 10,000 each allotted via private placement.
• Aggregate issue size Rs 60 crore.
• Coupon 10.50%, tenure 27 months, maturity 12-Jan-2029.
• ISIN INE939X07283; listing proposed on BSE Wholesale Debt Market.
• Security: exclusive charge over receivables with min security cover of 1.10x.
• Date of allotment 12-10-2026; maturity 12-01-2029; monthly payments.
• Late payment interest: 2% over coupon rate until cured.

AGM details

• AGM held via VC/OAVM at 1:00 PM; September 2026.
• Record date referenced for voting eligibility.

Key resolutions

• Receive, consider and adopt audited financial statements; ordinary, passed.
• Declare final dividend per share; ordinary, passed.
• Re-appointment of director by rotation; ordinary, passed.

Voting results

• All resolutions passed with requisite majority.

Dividend

• Final dividend per share approved.

Directors

• Director re-appointment approved; rotation-based.

Auditors

• No change in statutory/secretarial/cost auditors reported.

Related party transactions

• No material related party transactions approved.

Other material approvals

• No other material approvals disclosed.

Manba Finance Limited: Trading window closed from October 01, 2026 till 48 hours after declaration and submission of Financial Results for the quarter ended September 30, 2026.

Record date for EGM

• Record date fixed 12 October 2026 for EGM on 19 October 2026.

Capital increase & MOA changes

• Ordinary resolution to raise authorised capital to ₹65 crore; equity 6,49,00,000 shares, pref 1,00,000.
• Clause 5 of MOA altered; delete Clause 5(b) minimum paid-up capital.
• Board/ directors authorized to file forms and implement the resolution.
• Promoters/directors have no personal financial interest beyond existing shareholding.

Private placement of equity and warrants

• Special resolution for private placement: up to 50,00,013 equity shares and 24,07,223 warrants at ₹135 each.
• Warrants convertible to 1 equity share within 18 months; 25% upfront, 75% on exercise.
• Promoter group to receive warrants; non-promoter/public to receive equity shares.
• Floor price determined; no valuation report required; independent valuer appointed for non-promoter fair value.
• Total issue size ₹99.99 crore; proceeds split: 80% onward lending, 20% general corporate purposes.
• Post-issue fully diluted equity: 57,646,646 shares; promoter holding 69.52%, public 30.48%.
• Subject to listing approvals and private placement formalities; 90-day promoter lock-in applies.

Independent director re-appointment

• Neelam Tater re-appointed as Independent Director for a second 5-year term (Oct 25, 2026 to Oct 24, 2031).
• Not liable to retire by rotation; independence confirmed; remuneration as sitting fees/commission per policy.

MD re-appointment: Manish Kiritkumar Shah

• Re-appoint MD for 3 years (Apr 1, 2027 to Mar 31, 2030); minimum ₹3,00,00,000; cap 5% of net profits.
• Remuneration subject to Schedule V and RBI approvals; increments allowed within cap.

Whole-Time Director: Monil Manish Shah

• Re-appoint WTD for 3 years (Jan 15, 2027 to Jan 14, 2030); minimum ₹1,50,00,000;
• Cap 3% of net profits; increments allowed; RBI/compliance requirements.

Whole-Time Director: Nikita Manish Shah

• Re-appoint WTD for 3 years (Jan 15, 2027 to Jan 14, 2030); minimum ₹90,00,000;
• Cap 1.75% of net profits; increments within cap; RBI/compliance requirements.

Whole-Time Director: Jay Mota

• Re-appoint WTD for 3 years (Jan 15, 2027 to Jan 14, 2030); minimum ₹54,52,000;
• Cap 1.25% of net profits; increments within cap; RBI/compliance requirements.

Shareholding & governance impact

• Post-issue promoter+promoter group shares: 40,076,633; post-issue promoter share 69.52%.
• Post-issue public share: 17,057,? (approx. 30.48%); fully diluted post-issue capital 57,646,646 shares.

Allotment Details

• Issuer: Manba Finance Limited.
• Issuance: private placement basis.
• Issue size: Rs 50 crore via 50,000 NCDs.
• Face value: Rs 10,000 per debenture.
• Type: 10.65% secured, rated, listed, redeemable, taxable NCDs.
• ISIN: INE939X07275.
• Date of allotment: 24-Sep-2026.
• Tenor: 26 months; Maturity: 24-Nov-2028.
• Listing: proposed on BSE Wholesale Debt Market.
• Coupon: 10.65%; payable monthly.
• Security: exclusive charge over receivables with 1.10x cover.
• Default: 2% over coupon until cured.
• Payment schedule: monthly payments from 24-Oct-2026 to 24-Nov-2028.

Fundraise approval

• Board approves ₹99.99 crore preferential issue, subject to shareholder and regulatory approvals.

Issuance structure

• Equity shares worth ₹67.50 crore to non-promoter investors; warrants ₹32.49 crore to promoter group.

Use of proceeds

• Proceeds to strengthen capital base and fund loan-book growth, geographic expansion, and corporate purposes.

Management commentary

• MD notes fundraise strengthens balance sheet and enables faster growth.