Sanchay Finvest Ltd

Sanchay Finvest Limited — Trading Window Closure from Oct 1, 2026 until the end of 48 hours after the declaration of Financial Results for the quarter ending Sep 30, 2026

Director changes

• Regularisation of Lily Mundu as Non-Executive Non-Independent Director; initially added 26 Aug 2026, regularised 26 Sep 2026.
• Rohit Mishra appointed Independent Director; Regularised for five-year term starting 26 Aug 2026; approved 26 Sep 2026.
• Gaurang Karmakar appointed Independent Director; regularised for five-year term; approved 26 Sep 2026.
• Re-appointment of Sarthak Sharma as Whole-Time Director for five years from 26 Aug 2026 till 25 Aug 2031.

Secretarial Auditor appointment

• Shareholders approved Shravan A Gupta & Associates as Secretarial Auditor for five-year term FY2026-27 to FY2030-31.
• Firm is a practicing Company Secretaries firm, peer-reviewed, with governance and regulatory compliance expertise.

AGM Details

• AGM held on 26 September 2026 at 2:00 PM via VC/OAVM.
• Record date fixed as 19 September 2026.
• Meeting ended at 2:10 PM.
• Total resolutions passed: seven.

Key Resolutions and Voting

• Item 1: Adopt Audited Financial Statements and Reports; 99.99% in favour, 0.01% against.
• Item 2: Re-appoint Narottam Sharma by rotation; 99.99% in favour.
• Item 3: Regularize Lily Mundu as Non-Executive Non-Independent Director; 99.99% in favour.
• Item 4: Appoint Rohit Mishra as Independent Director; 99.99% in favour.
• Item 5: Appoint Gaurang Karmakar as Independent Director; 99.99% in favour.
• Item 6: Re-appoint Sarthak Sharma as Whole-Time Director for five years; 99.99% in favour.
• Item 7: Appoint Shravan A. Gupta & Associates as Secretarial Auditor for five years; 99.99% in favour.

Governance Appointments

• New Independent Directors appointed: Rohit Mishra and Gaurang Karmakar.
• Lily Mundu appointed as Non-Executive Non-Independent Director.
• Narottam Sharma re-appointed by rotation; term aligned with five years.
• Sarthak Sharma re-appointed as Whole-Time Director for five years.
• Secretarial Auditor appointed for five financial years: Shravan A. Gupta & Associates.

AGM Details

• Date: 26 September 2026; Time: 02:00 PM IST; Mode: VC/OAVM; concluded 02:10 PM IST.

Resolutions put to vote

• Ordinary: Adopt Audited Financial Statements for year ended 31 March 2026; reports of Board and Auditors.
• Ordinary: Re-appoint Narottam Kumar Sharma by rotation.
• Ordinary: Regularize Lily Mundu as Non-Executive Non-Independent Director.
• Special: Appoint Rohit Mishra as Independent Director.
• Special: Appoint Gaurang Karmakar as Independent Director.
• Special: Re-appoint Sarthak Naresh Sharma as Whole-Time Director for five years from 26 Aug 2026.
• Ordinary: Appoint Secretarial Auditor Shravan A. Gupta & Associates for five financial years.

Voting status

• Voting results to be disclosed on or before 29 September 2026.
• Scrutiniser appointed for vote tally.

Scrutiniser and governance note

• Scrutiniser: Shravan A. Gupta & Associates appointed for vote tally.

AGM notice and document access

• AGM: 35th AGM on 26 September 2026 at 2:00 PM via VC/OAVM.
• Email not registered; unable to send annual report electronically.
• Notice and Annual Report accessible online at company site and BSE/CDSL.
• To receive a physical copy, email sanchaay@gmail.com with Folio/DP/Client Id.

Financial performance

• FY2025-26 total income Rs 2.45 lakh, down from Rs 62.45 lakh in FY2024-25.
• Revenue from operations Rs -2.24 lakh; other income Rs 4.69 lakh; total revenue Rs 2.45 lakh.
• Total expenditure Rs 71.86 lakh; loss before tax Rs 145.68 lakh; net loss Rs 141.40 lakh.
• Basic and diluted EPS: Rs -4.49 in FY2025-26; Rs -1.01 in FY2024-25.
• Dividend not declared for FY2025-26.
• There was no transfer to general reserve; CSR not applicable.
• Primary business: broking and cash/derivatives trading; investments in shares and mutual funds.
• NSE penalties Rs 47.88 lakh recognized in the year.
• NSE dues outstanding Rs 28.39 lakh as of 31 Mar 2026; Rs 22.50 lakh paid by 6 May 2026.
• Board meetings held: six; three board committees exist.

Capital structure & capital actions

• Authorized capital increased to Rs 14 crore from Rs 8 crore; MOA amended.
• Paid-up capital Rs 8.47 crore; 84,70,000 equity shares outstanding.
• Issued 4,850,000 equity shares on preferential basis to non-promoter category.
• 12% Non-cumulative Redeemable Preference Shares of Rs 100 each outstanding.
• NCRPS: 47,000 shares; equity component recognised under Ind AS 109.
• No long-term borrowings reported.
• No stock options or warrants issued during the year.
• Dividend not declared; capital raise indicates ongoing dilution.

Governance & board changes

• Rohit Mishra appointed Independent Director; term up to five years from Aug 26, 2026.
• Gaurang Karmakar appointed Independent Director; term up to five years from Aug 26, 2026.
• Sarthak Naresh Sharma re-appointed Whole-Time Director for five years from Aug 26, 2026.
• Secretarial Auditor M/s Shravan A. Gupta & Associates appointed for five years from FY 2026-27.
• Six board meetings held; three committees: Audit, Nomination & Remuneration, Stakeholders Relationship.
• Independent Directors declarations filed; familiarization program in place.

Risk management & internal controls

• Internal audit system not established in FY2025-26; recommendations pending.
• Risks include market, interest rate, and credit risk; management pursues conservative policy.
• Audit Committee monitors risk management framework and controls.
• Key audit matters include write-off of assets and write-back of liabilities due to judgement.

Regulatory & compliance

• Corporate Governance provisions not applicable due to thresholds; Governance report not included.
• Secretarial audit by Shravan A. Gupta & Associates; compliance certificates issued by MD & CFO.
• PAN/e-voting requirements in place; AGM to be conducted via VC/OAVM with remote e-voting.
• Penalties and NSE-related disclosures discussed; management actions noted.

Management discussion & outlook

• Industry structure: single segment focusing on broking and investments; income declined in year.
• Outlook: company intends to explore expansion and invest when attractive opportunities arise.
• Management emphasizes ongoing risk management and cost-control for sustainability.

CSR & governance disclosures

• CSR provisions not applicable; no CSR activities undertaken during the year.

Director and KMP changes

• Appointment of Rohit Mishra as Non-Executive Independent Director, term five years from 26 Aug 2026, subject to approval.
• Not related to any director; independence criteria satisfied.
• Appointment of Gaurang Karmakar as Non-Executive Independent Director, five-year term from 26 Aug 2026, subject to approval.
• Not debarred; independence criteria satisfied.
• Appointed Lily Mundu as Non-Executive Director, effective 26 Aug 2026, liable to retire by rotation.
• Subject to shareholders' approval.
• Resignation of Nikhil Mathur, Independent Director, effective 26 Aug 2026, due to personal and professional commitments.
• Resignation of Milan Shah, Independent Director, effective 26 Aug 2026, due to personal and professional commitments.
• Re-appointment of Sarthak Sharma as Whole-Time Director for 5 years, 26 Aug 2026–25 Aug 2031, subject to approval.
• Profile: Sarthak Sharma – banking/finance professional; ex-NABARD General Manager; funds management and regulatory expertise.
• Profile: Lily Mundu – graduate with operations, quality control, and marketing experience.
• Profile: Gaurang Karmakar – data science and statistics professional, 7+ years; SAS-certified; R/SQL.
• Not debarred from holding the office of Director by SEBI or any authority.

Internal Auditor Appointment

• Board approves M/s. K S Jain and Associates as Internal Auditor for FY 2026-27.
• Appointment effective 26 August 2026, based on Audit Committee recommendation.
• Compliance with Companies Act 2013 and SEBI LODR Regulations; Regulation 30 disclosures provided.
• Firm is practising CA firm with Internal Audit, IFRS, Taxation, and corporate finance expertise.
• Details disclosed per SEBI Circular 2023/123 dated 13 July 2023; no fee terms disclosed.