Richfield Financial Services Ltd

AGM Details

• AGM held on 24 September 2026.
• Mode: VC/OAVM with remote e-voting.
• Remote e-voting period: 21-23 September 2026.
• Record date for entitlement: 17 September 2026.
• NSDL acted as the e-voting agency.

Resolutions and outcomes

• Item 1: Ordinary — Adoption: 74 in favour, 19 against; passed.
• Item 2: Ordinary — Director reappointment: 72 in favour, 21 against; passed.
• Item 3: Special — MD re-appointment: 72 in favour, 21 against; passed.
• Item 4: Special — Independent Director Ravindran: 71 in favour, 22 against; passed.
• Item 5: Special — NCD issuance: 72 in favour, 21 against; passed.
• Item 6: Special — MOA alteration: 72 in favour, 21 against; passed.

agm details

• Date and time: 24 Sep 2026, 3:00 PM; mode: video conference.
• Attendance: 45 members; meeting concluded at 3:45 PM.
• Meeting conducted under MCA/SEBI VC/AVM circulars.

resolutions

• Adopt audited financials and reports (Ordinary).
• Re-appoint director by rotation: Vadasseril Chacko Georgekutty (Ordinary).
• Re-appoint Vadasseril Chacko Georgekutty as Managing Director (Special).
• Re-appoint Indu Kamala Ravindran as Independent Director (Special).
• Issue and offer of Non-Convertible Debentures on private placement (Special).
• Alteration of Object Clause of the Memorandum of Association (Special).

voting results

• All resolutions passed with requisite majority.

director changes

• MD re-appointed: Vadasseril Chacko Georgekutty.
• Independent Director re-appointed: Indu Kamala Ravindran.

other material approvals

• NCD private placement approved.
• MOA Object Clause alteration approved.

Richfield Financial Services Limited — Trading Window closed from 1 October 2026 until 48 hours after the unaudited financial results for the quarter and half year ended 30 September 2026

NCD private placement details

• Fundraising via private placement of 100,000 Series VI NCDs aggregating Rs 10 crore.
• NCDs are Secured, Redeemable, Non-Cumulative and unlisted; issued to identified investors.
• Date of allotment deemed October 3, 2026; redemption/maturity as per tenor options.
• Not listed on any stock exchange; security by hypothecation/pledge to Debenture Trustee.
• Coupon options include 11.25%, 11.50%, 12.00% with tenors from 400 days to 68 months.
• Redemption out of profits or fresh issue; tenors: 400 days, 16 months, 2 years, 5 years, 68 months.

Meeting Details

• Meeting date: 7 September 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve Series VI NCDs issue on a private placement basis, including terms and conditions.
• Other business.

Other Notes

Loan portfolio acquisition

• Finance Committee approved acquiring the loan portfolio from KLM AXIVA FINVEST LIMITED.
• Size of acquisition up to Rs 7 crore in one or more tranches.
• Assignor is KLM AXIVA FINVEST LIMITED; assignee is Richfield Financial Services Limited.
• Scope includes assigned receivables, underlying documents, and related security interests.
• Security rights to be enforceable and applied to recover facilities.
• Not a related party transaction; conducted at arm's length.
• Shareholding in counterparty Nil; no share issuance involved.
• Meeting held on 24 August 2026, 11:00-11:30 am, approved proposal.

Board meeting outcomes and governance actions

• Revised board outcome includes unaudited Q1 FY2026 results and Limited Review Report.
• Notice for the 34th AGM to be held on 24 September 2026.
• Board's Report and Secretarial Audit Report for FY2025-26 approved.
• NSDL appointed as e-Voting facilitator.
• Aditya Sri Hari & Co appointed as e-voting Scrutinizer.
• Copies of Unaudited Results and Limited Review Report enclosed; results to be published in newspapers.

Financial highlights and fund utilization

• Unaudited Q1 FY2026 revenue from operations: 490.37 lakh; total income: 493.03 lakh.
• Profit before tax: 44.87 lakh; net profit after tax: 33.58 lakh.
• Earnings per equity share from continuing operations: 0.35 basic and diluted.
• No deviation in utilization of funds raised via preferential allotment of 5.39 crore; allotment date 10 Mar 2026.