Shri Niwas Leasing And Finance Ltd

Independent Director Appointment

• Appointment of Ms Anjali Kishor Gajra as Additional Non-Executive Independent Director, effective 12 Oct 2026.
• Term until the next Extraordinary General Meeting, when regularization is considered.
• Not related to any Director of Shri Niwas Leasing and Finance Limited.
• Brief profile: Graduate; directorship at Utsav Securities Private Limited since 11 Nov 2025.
• Consent to act as director filed (DIR-2) for appointment.
• Role: Non-Executive Independent Director providing strategic guidance and oversight.

Shri Niwas Leasing And Finance Ltd – Trading window closed from 1 October 2026 till completion of 48 hours after the declaration of un-audited financial results for the quarter and half year ended 30 September 2026

AGM details

• AGM held on 22 September 2026 via VC/OAVM.
• Start 03:00 PM, end 03:24 PM.
• Record date 14 September 2026; 1,229 shareholders on record.
• Attendees: 29 shareholders present via VC (1 promoter, 28 public).
• Scrutinizer: Bhupendra Kaushik; report issued 22 September 2026; e-voting facility by Skyline.

Resolutions and outcomes

• Resolution 1 (Ordinary): Adoption of financial statements and reports—passed.
• Resolution 2 (Ordinary): Re-appointment of Rajni Tanwar as Director by rotation—passed.
• Resolution 3 (Ordinary): Appointment of Secretarial Auditor M/S B Kaushik & Associates—passed.
• Resolution 4 (Special): Regularize Additional Director Abhishek Sharma as Non-Executive & Non-Independent—passed.
• Resolution 5 (Special): Reclassify authorised share capital—passed.
• Resolution 6 (Special): Issue of unlisted 1% NCPS on preferential basis—passed.
• Overall: All resolutions passed with overwhelming majority.

Director changes

• Re-appointment by rotation of Rajni Tanwar as Director.
• Appointment of Additional Director Abhishek Sharma as Non-Executive & Non-Independent Director.

Auditor appointments

• Secretarial Auditor M/S B Kaushik & Associates appointed for 2026-27 to 2029-30.

AGM details

• Date, time, mode: 22 September 2026, 03:00–03:24 PM IST, VC/OAVM.

Resolutions put to vote

• Adoption of financial statements, directors’ and auditors’ reports for year ended 31 March 2026 (Ordinary).
• Re-appointment of Rajni Tanwar as MD (retired by rotation) (Ordinary).
• Appointment of M/s B Kaushik & Associates as Secretarial Auditor for 2026–30 (Ordinary).
• Regularize Additional Director Abhishek Sharma as Non-Executive & Non-Independent Director (Special).
• Reclassification of authorised share capital (Special).
• Issuance of unlisted 1% non-convertible preference shares on a preferential basis (Special).

Voting results

• Voting results not disclosed; evoting results to be announced within 2 working days.

Director changes

• Rajni Tanwar reappointed as Managing Director; Abhishek Sharma regularized as Non-Executive, Non-Independent Director.

Auditors

• Secretarial Auditor appointed: M/s B Kaushik & Associates for four-year term (FY 2026–30).

Financial highlights

• Total income stood at ₹148.50 Lacs in FY2025-26.
• Profit before tax: ₹105,975.62 Lacs.
• Profit after tax: ₹105,964.56 Lacs.
• Basic EPS: ₹241.01.
• Dividend declared: none for the year.
• Total assets: ₹118,882.15 Lacs.
• Borrowings: ₹116,498.38 Lacs.
• Equity capital (paid-up): ₹2,398.20 Lacs.

Capital structure & liquidity

• Borrowings total ₹116,498.38 Lacs as at 31-03-2026.
• Net equity is negative ₹8,185.50 Lacs on balance sheet.
• Equity share capital stands at ₹2,398.20 Lacs.
• CRAR reported as negative 60.79%.
• Liquidity: cash and bank balances ₹159.41 Lacs.
• Real estate exposure ₹5.49 Crore.

Governance & management changes

• Aug 2025: Promila Sharma, Vivek Sharma, Ravindra Davrung appointed Independent Directors.
• CFO Mukesh Kumar appointed Aug 2025.
• Company Secretary Ravi Kumar Dhaker appointed.
• Abhishek Regularisation as Non-Executive & Non-Independent Director approved.
• Secretarial Auditor appointment: M/s B Kaushik & Associates.
• Board comprises 1 executive, 3 non-executive; 2 independents.

Audit, controls & compliance flags

• Independent Auditor notes potential non-compliance with Ind AS 109; interest not recognized.
• Secretarial audit flagged Section 180(1)(c) breach; related party approvals not obtained.
• Related party approvals not obtained for certain transactions.
• MGT-14 filings for certain 2024-25 resolutions missing.

Operations & risks

• Single operating segment: trading of shares and securities.
• Real estate exposure ₹5.49 Crore.
• Gross NPAs ₹1,164.88 Crore; Provisions ₹1,056.48 Crore.
• No public deposits; NBFC ND-NSI status continued.
• Related party transactions disclosed; omnibus approvals used.

Outlook & regulatory

• Macro-economic and NBFC regulatory risks remain.
• Profitability reliant on impairment provisions; ongoing monitoring.
• NCPS issue proposed to augment long-term resources.

Management commentary

• Management expects continued growth despite regulatory headwinds.

AGM Details

• 41st AGM on 22 September 2026 at 03:00 PM IST via VC/OAVM.
• Record date for voting: 14 September 2026.
• Remote e-voting window: 19–21 September 2026.

Key Resolutions

• Adopt annual financial statements and board report (Ordinary Resolution).
• Retire by rotation; Rajni Tanwar to be re-appointed as Director (Ordinary).
• Appoint Secretarial Auditor for four-year term (2026–30) (Ordinary).
• Regularisation of Abhishek as Non-Executive & Non-Independent Director (Special).
• Reclassification of authorised share capital into 3.40 crore equity and 46.6 crore preference shares (Special).
• Issuance of up to 46,60,00,000 NCPS on private placement (Special).

Director Changes

• Rajni Tanwar to retire by rotation and seek re-appointment as Managing Director.
• Abhishek (DIN 10783531) to be regularised as Non-Executive & Non-Independent Director.

Auditor Appointments

• Secretarial Auditor appointed for 2026–30; remuneration to be fixed by the Board.

Capital & Financing Approvals

• Reclassification to 34,000,000 equity shares and 46,60,00,000 1% preference shares.
• Issuance of up to 46,60,00,000 NCPS on private placement at Rs 25 each.
• NCPS non-convertible, unlisted, redeemable within 20 years; 1% dividend.

Secretarial Auditor appointment

• Ratification of appointment of Secretarial Auditor, subject to AGM approval.
• Auditor: M/s B. Kaushik & Associates (Secretarial Auditor).
• Effective date: 27-08-2026; contingent on shareholders' approval at AGM.
• Reason: No change in the Secretarial Auditor.
• Profile: Delhi-based practicing CS firm; focuses on corporate and SEBI laws.
• Relationship with other directors: Not applicable.
• No other material resignation reasons: Not stated.
• Impact on board/committee: Not mentioned.

Financials and AGM

• Audited financial statements and board report for year ended March 31, 2026 approved.
• 41st AGM scheduled for September 22, 2026 at 3:00 PM IST via VC/OAVM.
• MD Rajni Tanwar re-appointment; retires by rotation and offers re-appointment.
• Cut-off date for voting eligibility fixed at September 14, 2026.
• Approved re-classification of authorized share capital, subject to member approvals.
• Proposal to issue Unlisted 1% NCPS on a preferential basis, subject to AGM approval.

Governance and Appointments

• Scrutinizer appointment for AGM e-voting: M/s B Kaushik & Associates.
• Secretarial Auditor ratification proposal, subject to shareholders' approval.
• Secretarial Auditor appointment date: 27-08-2026; subject to shareholders' approval.

Meeting Details

• Board meeting scheduled for 27 August 2026 at the Registered Office, 47/18, Rajendra Place Metro Station, New Delhi.

Key Agenda Items

• Reclassification of Authorized Share Capital by creation of Preference Shares, subject to member and regulatory approvals.
• Issuance of 46,60,00,000 Unlisted 1% NCPS on a preferential basis, subject to AGM member approval.
• Consequential alteration in the MOA Capital Clause reflecting above resolutions.
• Any other agenda with prior permission of the Chairperson.

Other Notes

• Trading window closure periods are not disclosed.