Step Two Corporation Ltd

Dematerialisation status

• Dematerialised securities were confirmed to the depositories (accepted/rejected) and listed on stock exchanges.
• Physical dematerialisation certificates were mutilated and cancelled; depository's name substituted as registered owner.

AGM Details

• Date and time: 28 September 2026 at 10:00 A.M.
• Mode: Physical meeting at 91A/1 Park Street, 7th Floor, Kolkata.
• Voting window: E-voting Sep 25–27 and ballot voting at AGM.

Key Resolutions and Outcomes

• Item 1 (Ord): Adoption of audited financials; passed with 99.99% in favour.
• Item 2 (Ord): Reappointment of Anuj Agarwal by rotation; passed with 99.99% in favour.
• Item 3 (Ord): Statutory auditor remuneration fixed by Board; passed with 99.99% in favour.
• Item 4 (Ord): Increase in authorised share capital and MOA amendment; passed with 99.99% in favour.
• Item 5 (Spec): Preferential issue to Non-Promoter; passed with 99.99% in favour.

Governance Changes

• Director Anuj Agarwal reappointed (retiring by rotation).
• Statutory Auditor reappointed till 2029; Board to fix remuneration.

Material Related Party Transactions

• Material RPTs: none disclosed.

AGM Details

• Date and time: 28 September 2026 at 10:00 AM.
• Mode: Physical AGM at Kolkata venue.
• Venue: Kolkata address.
• Voting cut-off: 21 September 2026.
• Remote voting; poll conducted at meeting; results unblocked 29 September.

Resolutions and outcomes

• Ordinary: Adoption of financial statements; passed with 99.99% in favor.
• Ordinary: Reappointment of director by rotation; passed with 99.99% in favor.
• Ordinary: Remuneration of Statutory Auditors; re-appointment; passed with 99.99% in favor.
• Special: Preferential issue of equity shares to non-promoter category; passed with 99.99% in favor.

Directors

• Director appointment: director retiring by rotation reappointed.

Auditors

• Statutory Auditors re-appointed; tenure to conclusion of next AGM; remuneration to be fixed by Board.

Capital & approvals

• No material related party transactions disclosed; no other material approvals noted.

AGM Details

• Date/time/mode: 28 September 2026, 10:00 AM, physical at 91A/1, Park Street, 7th Floor, Kolkata.
• Concluded at 11:30 AM; quorum met.
• Voting: e-voting facility and poll conducted for items.

Key Resolutions

• Adoption of Balance Sheet, P&L, Auditors’ Report and Board Report for year ended 31 March 2026.
• Re-appointment of Mr. Anuj Agarwal as director retiring by rotation.
• Fix remuneration of Statutory Auditors M.K. Kothari & Associates.
• Increase the Authorised share capital and amend MOA Capital clause.
• Issue of Equity Shares on preferential basis to Non-Promoter Category.

Voting Results

• Adoption of accounts: Passed with requisite majority.
• Director re-appointment: Passed with requisite majority.
• Auditors remuneration: Passed with requisite majority.
• Capital increase and MOA amendment: Passed with requisite majority.
• Preferential issue: Passed with requisite majority.

Director Changes

• Re-appointment of Anuj Agarwal as Director (DIN 02984121) retiring by rotation.

Auditor Matters

• Remuneration of Statutory Auditors fixed.

Capital Changes

• Increase authorised capital and amend MOA capital clause.

Step Two Corporation Ltd closes trading window from 1 October 2026 until 48 hours after the declaration of unaudited financial statements for the quarter ended 30 September 2026

Capital changes and MOA

• Authorised capital raised from Rs 7.85 crore to Rs 12 crore, MOA amended.
• Capital divided into 1,20,00,000 equity shares of Rs 10 each.

Preferential issue details

• Preferential issue of 23,50,000 equity shares at Rs 17 per share.
• Total cash consideration not exceeding Rs 3.995 crore.
• Issuance to Non-Promoter category; shareholder approvals required.
• Three investors to subscribe; three allottees named.
• Post-allotment holdings: Basanti Mehta 13.19%, Sunita Mehta 8.43%, Pooja Mehta 2.50%.
• Post-issue total equity shares: 97,44,800.
• Issue price includes Rs 7 premium per share.

AGM and related approvals

• Special resolution for equity issuance to be considered at AGM.
• AGM for FY2025-2026 scheduled 28 September 2026.
• Corrigendum to AGM notice to be issued.
• Relevant date for floor price fixed as 28 August 2026.

Regulatory disclosures

• Disclosures under SEBI ICDR/LODR annexed as Annexure I.

Meeting Details

• Date: 2 September 2026; Time not disclosed; Location: registered office of Step Two Corporation Limited.

Key Agenda Items

• Consider raising funds through bonds/debentures/non-convertible instruments, convertible warrants, or equity via private placement/QIP/rights.
• Subject to applicable laws and member approval.
• Any other matter with chair's permission.

Other Notes

• Trading window for designated persons and relatives closes Aug 29, 2026 to Sep 2, 2026.

Financial performance

• Revenue from operations rose 94% YoY to Rs 320.49 lacs.
• EBITDA negative Rs 224.04 lacs; previous year loss Rs 2.29 lacs.
• PAT recorded a loss of Rs 191.81 lacs.
• Total income Rs 3,20,488 thousand.
• EPS stood at Rs (2.62).
• Net worth increased to Rs 842.51 lacs.
• No dividend recommended for FY2025-26.

Capital structure & dividends

• Share capital on 31-03-2026: Rs 7.74 crore; preferential allotment of 31.47 lakh shares.
• Authorized capital Rs 7.85 crore; issued capital Rs 7.3948 crore.
• No deposits; no borrowings outstanding.
• Cash and bank balance: Rs 1,929 thousand.

Business position & operations

• NBFC-ND with focus on investments and lending; no public deposits.
• Single reportable segment; no subsidiaries or JVs.
• Board: 1 Executive Director, 3 Non-Executive Directors; independent directors.
• CEO/CFO certificate and secretarial audit without qualifications.

Governance & risk

• Audit Committee and four other mandatory committees; board in compliance.
• Independent directors meet requirements; audit/reporting processes robust.
• No fraud reported; secretarial and governance certifications ongoing.

Audit findings & controls

• Emphasis of matter: write-off of bank fraud claim Rs 25 lacs; litigation ongoing.
• Internal controls assessed as adequate; RBI NBFC norms observed.
• Audit report is unmodified for FY2025-26.

Outlook & risks

• Outlook: conditions expected to remain stable; performance anticipated to improve.
• Regulatory NBFC environment remains a key risk; risk management critical.

Cash flow & liquidity

• Net cash from operating activities: Rs (8,56,833) thousand.
• Net cash from investing activities: Rs 2,66,807 thousand.
• Net increase in cash and cash equivalents: Rs 1,17,902 thousand.
• Year-end cash balance: Rs 1,929 thousand.

AGM Details

• AGM date/time: 28 Sep 2026 at 10:00 AM.
• Remote e-voting window: 25 Sep 2026 09:00 AM to 27 Sep 2026 05:00 PM.
• Cut-off date for eligibility: 21 Sep 2026.
• Notice of AGM available on company site and NSDL e-voting platform.

Book closure & AGM details

• Equity shares (ISIN INE623D01015), BSE code 531509.
• Book closure: 22.09.2026 to 28.09.2026 (inclusive).
• AGM date: 28.09.2026, 10:00 A.M.
• Venue: 91A/1, Park Street, Kolkata 700016.
• Purpose: Annual General Meeting.