Mangal Credit and Fincorp Ltd

Mangal Credit and Fincorp Limited — Trading Window closed from Thursday, October 1, 2026 up to 48 hours after the declaration of Un-audited Financial Results for the quarter and half year ending September 30, 2026.

AGM Details

• AGM held on 22 September 2026 via VC/OAVM, 12:30 PM to 1:04 PM IST.
• Quorum present; meeting concluded at 1:04 PM IST.

Dividend & Ordinary Business

• Adopt annual audited financial statements and Board and Statutory Auditor reports.
• Declare final dividend of ₹0.75 per equity share.

Director Change

• Re-appoint Hardik Meghraj Jain on rotation; eligible for reappointment.

Related Party Transactions

• Approve RPT loan to Meghraj Sohanlal Jain up to ₹250 crore in multiple tranches.
• Approve RPT loan to Hardik Meghraj Jain up to ₹50 crore in multiple tranches.

Capital & Financing Approvals

• Increase authorised share capital to ₹30 crore and amend MOA.
• Create up to 25 lakh Convertible Equity Warrants on preferential basis.
• Increase borrowing limit to ₹1,500 crore.
• Create a charge on assets under the Companies Act.

Auditors

• Statutory and Secretarial Audit Reports had no qualifications/adverse remarks.

Voting & Results

• Results to be announced within two working days and posted online.

ICDR clarification on warrants

• Clarification relates to 7th resolution for up to 25,00,000 convertible warrants.
• Warrants may be allotted to Promoters and Non-Promoters on a preferential basis.
• Lock-in: 90 trading days for pre-allotment holdings; one year for warrants post allotment.
• Ms. Ritu Jain to be categorized as Promoter post allotment.
• Pre-/post-allotment categories provided for allottees; Ritu Jain becomes Promoter post allotment.
• Proposed allottees include Meghraj Jain, Hardik Jain, Indra Jain, Seema Jain, Ritu Jain, Disha Jain.
• No change to AGM notice content besides the clarifications.
• Warrants are governed by SEBI ICDR terms and lock-in rules.
• Clarifications accompany the 64th AGM notice and are available on the company website.

NCD allotment details

• Board approved NCD issuance on Aug 14, 2026.
• Loans and Advances Committee approved Sept 9, 2026 to allot 3,500 NCDs.
• Total issue size ₹35 crore; face value ₹1 lakh per NCD.
• Tenor 23 months; allotment date Sept 9, 2026; maturity Aug 9, 2028.
• Coupon 11.50% p.a.; monthly interest payments.
• Security: first ranking charge on identified receivables equal to 105% of outstanding principal.
• Listed on BSE Limited; private placement basis.
• In-principal BSE approval dated May 18, 2026; subject to compliance.
• NCDs are secured, listed, taxable, transferable redeemable, non-convertible.

Financial snapshot

• Total income ₹6,996.58 lakh; PAT ₹1,530.65 lakh; basic EPS ₹7.46.
• AUM ₹42,868 lakh, up 46% year‑on‑year.
• Disbursements₹83,469 lakh for FY2025-26.
• GNPA 1.29%; NNPA 0.78% across portfolio.
• ROA 4.29%; CRAR 33.84%; Debt/Equity 1.90x.
• RoNW 9.97% ( FY2025-26 ), down from 10.90%.
• Dividend proposed: ₹0.75 per equity share; record date 14 Sep 2026.
• Equity capital ₹2,111.40 lakh; post-conversion total shares 2,36,13,986.
• Outstanding NCDs ₹80 crore; two listed issues with coupon 12.90% and 11.75%.
• CRISIL BBB/Stable rating reaffirmed; IRDAI Corporate Agent license granted Apr 24, 2026.

Portfolio and segments

• Gold Loan AUM ₹20,813 lakh; up 70% YoY; disbursements ₹61,363 lakh; active accounts 8,599.
• LAP AUM ₹9,651 lakh; disbursements ₹9,125 lakh; GNPA 0.33%; NNPA 0.29%.
• MSME loan AUM ₹10,822 lakh; disbursements ₹11,687 lakh; active accounts 319; income ₹2,019 lakh.
• Personal Loan AUM ₹1,031 lakh; disbursements ₹1,294 lakh; active accounts 134; GNPA 0.05%; NNPA 0.03%.
• Overall portfolio growth driven by secured lending across Gold, LAP, MSME and Personal Loans.

Market reach and expansion

• Expanded branch network to 30 branches across Maharashtra, Gujarat and Rajasthan.
• Six new branches opened in FY26; geographic footprint extended beyond initial markets.
• Company aims for broader PAN‑India presence with diversified product offerings.

Capital structure and liquidity

• CRAR 33.84%; Tier I capital 33.84%; leverage 1.90x.
• Debt instruments: NCDs outstanding ₹80 crore; two issues listed on BSE/NSE.
• Liquidity managed via ALM framework; cash reserves ₹2,715 lakh; ALM position positive.

Dividends and capital allocation

• Final dividend proposed ₹0.75 per share; AGM approvals required.
• Equity base expanded via warrant conversion; total equity shares 2,36,13,986 post‑issue.
• 2% CSR obligation calculated on average net profits; CSR spend ₹30.59 lakh.

Governance and controls

• Board size eight; 3 Executive, 4 Independent, 1 Non‑Executive Non‑Independent.
• Audit Committee met four times; independent chair; robust internal controls and governance.
• IRDAI Corporate Agent license granted; extensive board familiarisation and governance framework.

Audit, risk, and internal controls

• Independent auditor’s report issued with an unqualified opinion.
• ECL impairment charged ₹451.79 lakh; movement from ₹291.67 lakh prior year.
• LMS data migration of Gold Loan book completed to strengthen controls; no material misstatements observed.
• Internal controls assessed; ALCO and risk management policies kept up to date.

CSR and sustainability

• CSR spend ₹30.59 lakh; 2% of average net profits of prior three years.
• Education and learning initiatives supported; school infrastructure and student welfare programs funded.
• CSR policy disclosed on company website; governance aligned with Schedule VII obligations.

Outlook and risks

• Positive outlook for Indian NBFCs with digital lending and financial inclusion focus.
• Key risks: regulatory changes, gold price volatility, competition, and macro uncertainties.
• Continued investment in digital platforms to enhance efficiency and customer experience.

AGM notice

• 64th AGM scheduled for 22 September 2026, 12:30 PM IST, via VC/OAVM.
• Newspaper ads published in News Hub (English) and Pratahkal (Marathi) today.
• Publication also hosted on company website for record.

Withdrawal and new fundraising plan

• Withdrawn private placement of 2,000 NCDs; no offer letters issued or funds received.
• Approved raising funds via private placement of up to 3,500 NCDs totaling ₹35 crore.

NCD terms and structure (Annexure-A)

• Type: secured, listed, rated, taxable NCDs; face value ₹1,00,000.
• Issuance: private placement to eligible investors.
• Aggregate size: up to 3,500 NCDs, ₹35 crore.
• Proposed listing on BSE Limited.
• Tenor: 23 months from deemed allotment; deemed allotment on 9 Sep 2026.
• Maturity date: Aug 9, 2026; depends on allotment.
• Coupon: 11.50% p.a.; interest monthly, principal bullet.
• Security: first-ranking charge over identified receivables; 1.05x cover.
• Redemption: as per Sr.No.9; no special rights.
• Cancellation: none.

Regulatory disclosures

• Annexure-A provides disclosures under Regulation 30 and SEBI Master Circular.

Meeting Details

• Date: 14 August 2026; time and venue not disclosed.

Key Agenda Items

• Consider fund raising via issuance of Non-Convertible Debentures, subject to requisite approvals.

Other Notes

• No trading window closure period specified.