Minolta Finance Ltd

Dematerialisation processing status

• Dematerialisation requests received during the reporting period were confirmed to depositories and listed on exchanges.
• Security certificates received for dematerialisation were mutilated and cancelled after verification.
• Depository name substituted as registered owner in the records after verification.

Subsidiary incorporation

• Approved incorporation of 100% subsidiary Wagad Housing Finance Private Limited with ₹10 lakh authorised capital.

Promoter reclassification

• Approved reclassification of Rajiv S. Kothari and Malti S. Kothari from Promoter to Public.
• Approved subject to Regulation 31A conditions and stock-exchange approvals.

Minolta Finance Ltd — Trading window closed from Oct 01, 2026 until the conclusion of the 48 hours post the board meeting for the quarter and half year ended Sept 30, 2026

AGM Details

• Date/time: 30 September 2026, 11:00 IST, via video conferencing and audio-visual means.
• Corrigendum adds Special Resolution to change designation of Mrs. Kunjal Gala to Executive Director.

Proposed Resolution

• Item No. 5: Change in designation from Non-Executive to Executive Director for five years.
• Term and conditions to be governed by Companies Act provisions and SEBI LODR.
• Appointment subject to member approval; Board authorized to implement steps.

Financial performance

• Revenue from operations ₹1,195.84 lakh in FY2025-26.
• Total revenue ₹1,196.92 lakh for the year.
• Profit before tax ₹-205.04 lakh.
• Profit after tax ₹-142.81 lakh.
• Earnings per share ₹-0.14 (basic and diluted).
• Dividend declared: none for FY2025-26.
• YoY revenue growth from ₹101.88 lakh to ₹1,195.84 lakh.

Balance sheet & capital structure

• Total assets ₹19,024.51 lakh.
• Loans ₹18,521.86 lakh; borrowings ₹17,792.69 lakh.
• Equity ₹931.05 lakh; authorized capital ₹70.20 crore.
• Issued & paid-up capital ₹1,000.00 lakh; no year change.
• Rights issue proposed: ₹4,924 lakh; approvals obtained.

Governance & board changes

• MD Dinesh Patnia resigned on 11 Aug 2025.
• Forum J. Gada appointed MD for five years from 2026.
• Forum J. Gada appointed; remuneration as per policy.
• CS Shefali Gupta resigned Aug 31 2026; Gaurav Khandelwal appointed Sep 1 2026.
• Name change to Wagad Finance Limited approved; AGM notice.
• Registered office shifted from West Bengal to Maharashtra.

Audits & internal controls

• Auditors: JCR & Co. LLP; report includes qualified opinion.
• Basis: ECL underestimation; loan reclassification Doubtful to Sub-Standard.
• Interest expense understated by ₹3.38 crore; one borrower ₹2.43 crore.
• Ownership proof for ₹62.96 lakh investment missing; follow-up ongoing.
• Going concern uncertainty flagged; management actions underway.
• Internal controls considered adequate with noted exceptions.

Rights issue & regulatory disclosures

• Rights issue of ₹49.24 crore approved by BSE (Jan 30, 2026) and CSE (Jun 15, 2026).
• Trading on CSE suspended; listing on BSE maintained.
• Leverage ratio disclosed at 19.43%; NBFC Base Layer per RBI Master Direction.
• AGM to be held via VC; rights issue timing subject to regulatory clearances.

Related party transactions

• Tirupati Fincorp: loan ₹6,041 lakh; interest ₹440.13 lakh; balance outstanding ₹6,041.
• Dhairya Management Services: loan ₹2,134.20 lakh; interest ₹273.16 lakh.
• Anupam Stock Broking: loan ₹87.00 lakh; interest ₹21.74 lakh.
• Remuneration and related party fees disclosed.

Regulatory status & risk

• NBFC Base Layer with RBI; RBI cancellation of NBFC registration in 2019 noted.
• Management aims to strengthen risk management and funding discipline.
• No significant contingent liabilities reported.

Book closure & AGM

• Book closure from Sep 24, 2026 to Sep 30, 2026 (inclusive).
• Purpose: 34th Annual General Meeting of Minolta Finance Ltd.
• Record date/cut-off: Sep 23, 2026 for voting and entitlement.
• AGM date and time: Sep 30, 2026 at 11:00 IST.
• Securities: Equity shares of the company.
• Remote e-voting facility available for holders on the cut-off date.

Financial highlights

• Revenue from operations: ₹1,195.84 lakh in FY2025-26.
• Total revenue: ₹1,196.92 lakh for the year.
• Profit before tax: ₹-205.04 lakh; net loss after tax ₹-142.81 lakh.
• Borrowings rose to ₹17,792.69 lakh.
• Net loan book at ₹18,521.86 lakh.
• Impairment provisioning ₹342.38 lakh.
• Dividend proposed: none.

Capital structure & liquidity

• Issued and paid-up equity capital: ₹999.96 lakh.
• Authorized share capital increased to ₹70.20 crore.
• Rights issue planned up to ₹49.24 crore; approvals noted from BSE and CSE.
• CSE trading suspended; BSE listing active.
• Right issue remains subject to regulatory formalities.

Business developments & strategy

• Net loan book grew from ₹5,804.50 lakh to ₹18,521.86 lakh.
• Interest income rose to ₹1,195.83 lakh.
• Rights issue to strengthen capital base.
• Proposal to rename to Wagad Finance Limited.
• Proposal to shift registered office from West Bengal to Maharashtra.

Governance & management

• Dinesh K Patnia resigned as MD on 11 Aug 2025.
• Board comprises seven directors; four independent.
• Statutory auditor: M/s JCR & Co LLP; previous firm resigned.
• Secretarial auditor: Amruta Giradkar & Associates appointed.
• Internal auditor: TRS & Co appointed; previous internal auditor resigned.

Audit flags & regulatory

• Auditor's basis for qualification: ECL reversal and missing loan documents.
• Leverage ratio reported at 19.43%; prior 4.47% due to ICC borrowings.
• RBI compliance issues; remedial compounding/regularization planned.
• Going concern uncertainties due to losses; management expects liability coverage within a year.
• No fraud reported; NBFC license status noted with regulatory considerations.

Related party transactions

• Director remuneration: Dinesh Patnia ₹6.00 lakh; Forum Gada ₹12.00 lakh.
• Director sitting fees: Arvind Gala ₹3.00 lakh; Kunjal Gala ₹3.00 lakh.
• Salary: Shefali Gupta ₹5.99 lakh.
• Loans from Tirupati Fincorp ₹10,660.55 lakh; from Dhairya Management ₹9,216.35 lakh; from Anupam Stock Broking ₹1,575.05 lakh.
• Outstanding balances: Tirupati ₹6,041.00 lakh; Dhairya ₹2,134.20 lakh; Anupam ₹87.00 lakh.
• Total related-party loans outstanding and interest payments disclosed in notes.

Outlook and risks

• NBFC license cancellation by RBI; company to refrain from NBFC activities per 2025 directive.
• Reliance on rights issue to bolster capital; subject to regulatory clearances.
• Leverage and high ICC borrowings pose liquidity and funding risks.
• Regulatory changes and NBFC sector dynamics could affect profitability.

AGM details

• 34th AGM on 30 September 2026 at 11:00 IST via VC/OAVM.
• Register of Members closes 24–30 September 2026; cutoff for e-voting 23 September 2026.
• Notice and Annual Report available on company website.

Resolutions

• Ordinary: Adopt standalone financial statements for FY2025-26.
• Special: Change name to Wagad Finance Limited, subject to regulatory approvals.
• Special: Shift Registered Office from West Bengal to Maharashtra.
• Ordinary: Appoint Forum Gada as Managing Director for five years with remuneration.

Voting results

• Voting results not disclosed in this filing.

Dividend

• Dividend not recommended for FY2025-26.

Directors / appointments

• Dinesh Patnia resigned as MD and Director on 11 Aug 2025.
• Forum Gada appointed Managing Director for five years.
• Shefali Gupta resigned as Company Secretary; Gaurav Khandelwal appointed Sep 1, 2026.

Auditors

• Statutory Auditor: JCR & Co. LLP appointed for five years; approved Sep 19, 2025.
• Secretarial Auditor: Amruta Giradkar & Associates appointed for five years (FY2025-26 onward).
• Internal Auditor: TRS & Co. appointed for FY2025-26.

Material related party transactions

• Director remuneration to related parties: Patnia 6, Gada 12, Gala 3, Gala 3.
• Salaries to Shefali Gupta 5.99; Rent to Arvind Gala 6.
• Loans from Tirupati Fincorp Limited: 10,660.55; outstanding 6,041; interest 440.13.
• Loans from Dhairy Management Services: 9,261.35; outstanding 2,134.2; interest 273.16.
• Loans from Anupam Stock Broking Private Limited: 1,575.05; outstanding 87; interest 21.74.

Other material approvals

• ESOP 2025 introduced; subject to shareholder approval.
• Rights issue up to 49.24 crore; BSE and CSE approvals secured.