GDL Leasing & Finance Ltd shareholders approved key corporate actions during the 33rd Annual General Meeting held on September 30, 2026. The meeting, conducted via video conferencing, focused on increasing authorised share capital and issuing convertible warrants to non-promoter groups.

The proceedings, which commenced at 12:15 pm and concluded at 12:41 pm, saw the adoption of financial statements for FY26. Members also voted on the re-appointment of directors and revisions to managerial remuneration. The consolidated voting results are expected to be announced within two working days.

Key resolutions passed

The agenda included eight items, ranging from ordinary resolutions on financial statements and director appointments to special resolutions on remuneration and capital structure changes.

Voting and attendance details

The company provided a remote e-voting facility through NSDL from September 27, 2026, to September 29, 2026. Fourteen members attended the virtual meeting. The following directors were present:

• Prem Kumar Jain, Managing Director
• Ashish Jain, Director
• Atul Jain, Director and CFO
• Prashant Kumar Jha, Independent Director

Akash Goel of M/s Akash & Co., Company Secretaries, served as the scrutinizer. No shareholder questions were raised during the session.

Strategic implications

The approval to increase authorised share capital and issue up to 30,00,000 warrants convertible into equity shares signals a potential expansion in the company's capital base. This move aims to strengthen the balance sheet and potentially support future lending activities or operational growth.

GDL Leasing & Finance has scheduled its 33rd Annual General Meeting (AGM) for September 30, 2026, at 12:15 pm via Video Conferencing / Other Audio Visual Means (OAVM). The meeting aims to approve a ₹4.2 crore preferential warrant issue, appoint an independent director, and revise managerial remuneration.

The Board approved the warrant issue on September 4, 2026, targeting four non-promoter investors. The company also appointed Pankaj Bansal as an additional independent director and increased authorized share capital from ₹5.5 crore to ₹8.5 crore.

Preferential Issue Details

The preferential issue targets four non-promoter investors: Shalini Jain, SRR Tech Consilium Private Limited, Chirag Jain, and Jay Singh Bardia. Each warrant is convertible into one equity share of face value ₹10 after a tenor of 18 months. The issue price is fixed at ₹14 per warrant, aggregating up to ₹4.2 crore. This capital raise aims to help the company achieve the net owned fund requirement of ₹10 crore mandated by the Reserve Bank of India by March 31, 2027.

Shalini Jain emerges as the largest holder post-allotment with an 18.50% stake, up from 4.63% previously. SRR Tech Consilium becomes the second-largest investor with a 13.73% stake.

Corporate Actions

The Board approved the alteration of Clause V of the Memorandum of Association to reflect the increased authorized capital. This requires shareholder approval at the ensuing AGM.

Mr. Pankaj Bansal (DIN: 10394872) was appointed as an Additional Director in the category of Non-Executive and Independent Director for a term of five years, effective September 4, 2026. His appointment is subject to shareholder approval. Mr. Bansal is a graduate professional with over two decades of entrepreneurship and commercial experience.

Additionally, the AGM agenda includes:

• Re-appointment of Mr. Ashish Jain (DIN: 02196387), who retires by rotation.
• Appointment of M/s Akash & Co. as Secretarial Auditors for five consecutive years (FY27–FY31).
• Revision of managerial remuneration for Managing Director Prem Kumar Jain and CFO Atul Jain to a maximum limit of ₹48 lakh per annum each, commencing FY27.

AGM Schedule and E-Voting

The Annual General Meeting is scheduled for Wednesday, September 30, 2026, at 12:15 pm via Video Conferencing / Other Audio Visual Means (OAVM). The cut-off date for determining eligibility for remote e-voting is September 23, 2026. M/s Akash & Co., Practicing Company Secretaries, has been appointed as the Scrutinizer for the voting process.

Remote e-voting facility details:

Shareholders must cast their votes electronically within this window. The company’s Managing Director, Prem Kumar Jain, confirmed the schedule in a filing dated September 5, 2026. The notice was published in newspapers on September 6, 2026.