RSD Finance Ltd

AGM Details

• Date and time: Sep 30, 2026 at 11:00 IST.
• Mode: Physical meeting at Alcor Hotel, Jamshedpur.
• Remote e-voting and ballot papers used for voting.
• Cut-off date for voting: Sep 23, 2026.
• Shareholders on record date: 1,507.

Key Resolutions

• Adopt Audited standalone and consolidated financial statements for FY ending Mar 31, 2026.
• Re-appointment of Ms Upneet Dugal as Director, retires by rotation.
• Continuation of Malkeet Singh Saini as Non-Executive Independent Director beyond 75; Special resolution.

Voting Results

• Resolution 1 passed with requisite majority; minor opposition noted.
• Resolution 2 passed; voting in favour 100% of valid votes.
• Resolution 3 Special resolution passed; minority opposition noted.

Director Changes

• Ms Upneet Dugal re-appointed as Director, retiring by rotation.
• Malkeet Singh Saini to continue as Non-Executive Independent Director beyond age 75.

AGM Details

• 63rd AGM held on 30 September 2026 at 11:00 AM; physical meeting with remote e-voting.

Resolutions

• Adoption of standalone and consolidated financial statements for year ended 31 March 2026.
• Re-appointment of Ms Upneet Dugal (DIN: 07680726) retiring by rotation.
• Continuation of Malkeet Singh Saini as Non-Executive Independent Director aged 75 as of May 2026.

Voting Status

• Voting results will be filed later; Scrutinizer to compile results; posted on company website.

Directors / Governance

• Rajeev Singh Dugal elected as Chairperson of the AGM.

Logistics

• Remote e-voting facility available; ballot papers also provided at the AGM.

AGM notice and voting details

• 63rd AGM scheduled for 30 Sep 2026 at 11:00 IST in Jamshedpur.
• Cut-off date for voting eligibility: 23 Sep 2026.
• Remote e-voting from 25 Sep 2026 09:00 IST to 29 Sep 2026 17:00 IST.
• Register of Members and Share Transfer Books closed 23–30 Sep 2026.
• E-voting facility provided by NSDL; ballot voting at AGM for non-remote voters.
• Proxy deadline: 28 Sep 2026 at 11:00 IST (48 hours before meeting).
• Notice and AGM materials available on company website, NSDL, and BSE sites.
• New or late entrants can obtain User ID/Password by emailing NSDL or Registrar.
• Notice published in Morning India (English) and Sanmarg (Hindi) newspapers.

Financial performance

• Standalone revenue from operations: 527.61 lakhs, down from 875.12 prior year.
• Consolidated revenue from operations: 3758.14 lakhs, down from 13000.62.
• Standalone total income: 749.36 lakhs; decline from 879.62.
• Consolidated total income: 4490.56 lakhs; decline from 13500.32.
• Standalone profit after tax: 269.46 lakhs; down from 512.24.
• Consolidated profit after tax: 1545.85 lakhs; down from 1781.47.
• Standalone EPS: Rs 2.28; Consolidated EPS: Rs 11.63.
• Net worth rose to Rs 80.84 crores (standalone).
• Consolidated net worth: Rs 252.20 crores.

Business segments

• Consolidated segment revenue: Investment & Finance 1701.33; Job Work 100.72; Hotel 2722.77.
• Inter-segment revenue: 34.26 lakhs.
• Note: Sigma HTS LLP ceased to be subsidiary; consolidated results exclude its figures.

Capital and liquidity

• Total assets: Standalone Rs 84.55 crores; Consolidated Rs 266.91 crores.
• Borrowings: Standalone Rs 91.83 lakhs; Consolidated Rs 226.71 lakhs.
• Cash and cash equivalents: Standalone Rs 106.33 lakhs; Consolidated Rs 281.27 lakhs.

Subsidiaries and consolidation

• Two material subsidiaries: SRP Oil Pvt Ltd (52.55%); Precision Automotive Pvt Ltd (100%).
• Sigma HTS LLP reduced to 19% and ceased to be a subsidiary; excluded from consolidation.

Dividend and capital returns

• Dividend not declared for FY2025-26.
• Subsidiary SRP Oil declared dividend of Rs 54.40 lakh; Parent did not issue dividend.

Governance and controls

• Board comprises 6 directors; 3 Independent; 2 Executive; 1 Non-Executive Non-Independent.
• KMP: MD, CFO, Company Secretary; Subhajita Biswal resigned Aug 25, 2026; Ashi Goyal appointed Aug 28, 2026.
• Independent directors declared independence; familiarisation programs conducted.

Audit and internal controls

• Statutory auditors: M/s S D Y & Co; Secretarial auditor: Sital Prasad Swain.
• Annual audit: unmodified opinions; internal controls adequate; MR-3 secretarial reports attached.

CSR and sustainability

• CSR expenditure for FY25-26: Rs 13.60 lakhs; average net profit Rs 678.34 lakhs; 2% obligation Rs 13.57 lakhs.
• CSR projects include education, health, environment; spend details and beneficiaries disclosed.

Outlook and risks

• NBFC sector positivity tempered by funding, asset quality, and regulatory pressures.
• RBI scale-based regulation continues to shape governance and risk management.

AGM e-voting and cutoff details

• 63rd AGM of RSD Finance Limited scheduled for 30 September 2026 at 11:00 IST in Jamshedpur.
• E-voting window opens 25 September 2026 at 9:00 AM and closes 29 September 2026 at 5:00 PM.
• Cut-off date for voting eligibility fixed at 23 September 2026.
• Ballot papers available at the AGM for attendees not casting remote votes.
• Members who voted remotely may attend the meeting but cannot re-cast votes.
• Venue: The Alcor Hotel, 2nd Floor, Ramdas Bhatta, Bistupur, Jamshedpur.

AGM and book-closure details

• 63rd AGM scheduled for 30 September 2026 at 11:00 IST at The Alcor Hotel, Jamshedpur.
• Book closure from 23 September 2026 to 30 September 2026, both days inclusive.
• Scrip codes: BSE 539875 and Calcutta Stock Exchange 28123 for equity shares.
• Purpose: AGM of the company scheduled.
• Venue: The Alcor Hotel, 2nd Floor, Jamshedpur.

AGM overview

• 63rd Annual General Meeting scheduled for 30 Sep 2026 at 11:00 IST in Jamshedpur.
• Audited standalone and consolidated financial statements for year ended 31 Mar 2026 to be adopted.
• Ms. Upneet Dugal to be re-appointed as Director, retiring by rotation.
• Special resolution to continue Malkeet Singh Saini as Non-Executive Independent Director until 64th AGM (2027).
• Board empowered to execute documents and actions to give effect to the resolution.
• Remote e-voting from 25 Sep to 29 Sep 2026; cut-off date 23 Sep 2026.

Appointment of Company Secretary and Compliance Officer

• Type of change: Appointment of Company Secretary and Compliance Officer.
• Person: Ashi Goyal (Membership No: A76546).
• Effective date: 28 August 2026; Term: detailed in appointment letter.
• Reason: Appointment.
• Brief profile: ICSI Associate Member, BA English Hons, LLB.
• Disclosure of relationships with directors: NA.
• Impact on board/committee: Not specified.

Appointments/Resignations

• Subhajita Biswal resigned as Company Secretary and Compliance Officer, effective 25 August 2026.
• Ashi Goyal appointed Company Secretary and Compliance Officer, effective 28 August 2026.
• Appointment approved on the recommendation of the Nomination and Remuneration Committee.
• Designation includes Compliance Officer under SEBI LODR Regulation 6.
• Ashi Goyal is an ICSI Associate Member, Membership No. A76546.

Company Secretary resignation

• Resignation of Subhajita Biswal (ACS 42412) as Company Secretary & Compliance Officer effective 25 August 2026.
• She will continue duties until close of business on Aug 25, 2026.
• Reason: to pursue another career opportunity outside the organization.
• No material reasons beyond those stated.