NSB BPO Solutions Ltd

Independent Director Appointment

• Appointment of Dr. Abhiraj Singh Rana as Non-Executive Independent Director.
• Term: August 17, 2026 to August 16, 2031.
• Approved by members at the 21st AGM on September 30, 2026.
• Board approved the appointment on August 17, 2026, subject to member approval.
• Dr. Rana is not debarred by SEBI or any authority and not related to directors.

NSB BPO SOLUTIONS LIMITED – Trading Window closed for Designated Persons from 01 October 2026 until 48 hours after the declaration of Unaudited Financial Results for the Half Year ended 30 September 2026

Book closure & AGM details

• Book closure: 24 September 2026 to 30 September 2026, both days inclusive.
• Purpose: to facilitate the 21st Annual General Meeting.
• Cut-off date: 23 September 2026 to determine voting eligibility.
• AGM date: 30 September 2026 (Wednesday).
• Security: Equity shares.
• E-voting period: 27 September 2026 09:00 to 29 September 2026 17:00.

Financials

• Standalone turnover: 16,016.37 Lakhs, up from 13,811.95.
• Total income (standalone): 16,057.03 Lakhs.
• Stand-alone PAT: 951.19 Lakhs; EPS 4.76.
• Consolidated PAT: 1,279.96 Lakhs; Consol. EPS 6.41.
• Net worth (standalone): 20,556.56 Lakhs; consolidated: 21,332.01 Lakhs.
• IPO proceeds raised: 6,413.00 Lakhs; SME listing in Oct 2025.
• No dividend declared for FY2025-26.

Business & Segments

• Two segments: BPO Services and FMCG Trading.
• Domestic Indian operations; no foreign subsidiaries.
• BPO offerings include customer care, helpline, tele-sales, data processing.
• FMCG trading covers B2B and B2C distribution.
• Diversified client base across BFSI, telecom, ecommerce, health, education.

Capital & Ownership

• IPO completed; paid-up capital increased to INR 19.97 Crore.
• Share capital after IPO: 1,997.26 Lakhs; 53.0 Lakh shares issued.
• ISIN INE0SLP01017; listed on BSE SME on 10 Oct 2025.
• Dematerialised holdings; no physical shares.
• Major holders include Shri N.S. Bapna 32.22%.

Governance & Leadership

• Board comprised of six directors as of 31 Mar 2026.
• Abhiraj Rana appointed Independent Director Aug 17, 2026 (5-year term).
• Manisha Agrawal resigned May 18, 2026.
• Vinod Pahlawat appointed CEO on Aug 17, 2026.
• Key managerial personnel: Anjali Shukla (CS), Santosh Rao Dongre (CFO).

Audit & Compliance

• Statutory auditor M/S BCP Jain & Co; no qualifications.
• Secretarial auditor MR-3; no qualifications.
• Internal controls adequate; no material weaknesses noted.
• CSR liability: 15.28 Lakhs; unspent; to be spent in 2026-27.

Outlook & Risks

• Positive outlook for BPO; focus on technology, automation, client expansion.
• Risks: cybersecurity, data privacy, regulatory changes, competition, attrition.
• ROCE of 10.17% indicates improving capital efficiency.

CSR & Sustainability

• CSR policy disclosed; 15.28 Lakhs liability recognized for 2025-26.
• Unspent CSR funds planned to be deployed in 2026-27.
• CSR activities aligned with Schedule VII and company policy.

AGM Details

• AGM date/time: 30 September 2026 at 04:00 PM IST via VC/OAVM.
• Deemed venue: registered office; record date for voting rights is 23 September 2026.
• Remote e-voting window: 27 September 2026 09:00 to 29 September 2026 17:00.

Key Resolutions

• Item 01 Ordinary: adopt consolidated and standalone audited financial statements for FY 2025-26.
• Item 02 Ordinary: re-appoint Narendra Singh Bapna as Director.
• Item 03 Special: appoint Abhiraj Singh Rana as Independent Director for five years from 17 Aug 2026.
• Item 04 Special: raise borrowing powers to INR 150 crore.
• Item 05 Special: approve sale/lease/disposal of undertakings and create charges up to INR 150 crore.
• Item 06 Special: raise Section 185 limits to INR 150 crore.
• Item 07 Special: raise Section 186 limits to INR 150 crore.
• Item 08 Ordinary: approve related party transactions up to 30% turnover or INR 50 Crores, whichever lower.

Dividend

• Dividend: no dividend recommended.

Director Changes

• Narendra Singh Bapna re-appointed as Director.
• Abhiraj Singh Rana appointed Independent Director for five-year term from 17 Aug 2026.

Material Related Party Transactions

• Aggregate value up to 30% of annual turnover or ₹50 Crores for FY 2026-27.

Branding decision

• Board approved adoption of a new logo and the tagline Connecting Today, Empowering Tomorrow.
• Board approved on 02 September 2026.
• Branding aims to reflect connectivity, progress, service excellence and future growth.

Implementation actions

• Website theme and design to be revised to align with new branding.
• Official communication email IDs to be updated accordingly.
• Disclosure filed under SEBI LODR; information available on the company website.

Key approvals and AGM materials

• Draft Board's Report and MD&A for FY 2025-26 approved.
• Secretarial Audit Report for FY ended 31 March 2026 noted.
• Draft Notice for 21st AGM approved; held 30 Sep 2026 at 04:00 PM.
• Register of Members and Share Transfer Books closed 24–30 Sep 2026.
• 21st AGM to be conducted via VC/OAVM.

Governance and director matters

• Re-appointment of Narendra Singh Bapna, subject to Member approval at AGM.
• Appointment of Abhiraj Singh Rana as Independent Director, subject to Member approval.

Capital and financial limits

• Borrowing limits under Section 180(1)(c) up to INR 150 crore, subject to Member approval.
• Section 180(1)(a) limit up to INR 150 crore for sale/disposal of undertakings.
• Section 185 loans/guarantees/securities up to INR 150 crore, subject to Members.
• Section 186 limits up to INR 150 crore for investments/loans/guarantees/securities.
• Material related party transactions for FY 2026-27 approved, subject to approvals.

Operational and administrative actions

• Approval of NSDL remote e-voting and AGM e-voting services.
• Scrutinizer appointment: Piyush Bindal & Associates for remote/AGM votes.

Branding and communications

• New logo and tagline adopted; revised website theme.
• Stakeholder emails updated on the website.

Meeting Details

• 02 September 2026; time not disclosed; via video conferencing/AV means.

Key Agenda Items

• Consider and approve Draft Board Report and MD&A for FY 2025-26.
• Recommend re-appointment of Narendra Singh Bapna (DIN: 03201953) on retirement by rotation.
• Recommend appointment of Abhiraj Singh Rana (DIN 11879073) as Independent Director.
• Recommend increase in borrowing limits under Sec. 180(1)(c) up to ₹150 crores.
• Recommend increase in Sec. 180(1)(a) limits up to ₹150 crores for sale/lease of assets.
• Recommend loans/guarantees/securities under Sec. 185 up to ₹150 crores.
• Increase in Sec. 186 limits up to ₹150 crores for investments or loans.
• Consider material related party transactions proposed for FY 2026-27.
• Approve closure of Register of Members and Share Transfer Books for 21st AGM.
• Draft Notice for the 21st AGM to be convened via VC/OAVM.

Appointment details

• Type of change: Appointment of CEO and Key Managerial Personnel.
• Name and role: Vinod Pahlawat appointed Chief Executive Officer and KMP.
• Effective date: 17 August 2026.
• Reason: Board approved following Nomination and Remuneration Committee recommendation.
• Profile: Seasoned CEO/CXO with 30+ years in growth strategy, P&L, ops.
• Relationships: Not Applicable.