Manba Finance Limited held its 30th Annual General Meeting (AGM) on September 26, 2026, where members approved the adoption of audited financial statements for the financial year ended March 31, 2026, and confirmed a final dividend of ₹0.25 per equity share.

The meeting was conducted via Video Conferencing (VC) and Other Audio-Visual Means (OAVM) in compliance with Ministry of Corporate Affairs and SEBI circulars. Mr. N R Parameswaran, Independent Director, chaired the session, while Managing Director Mr. Manish Shah and other directors attended from the corporate office or virtually.

Resolutions passed

All three ordinary resolutions proposed in the notice dated August 31, 2026, were passed with requisite majority. The key items transacted included:

• Adoption of the audited financial statements and reports of the Board and Auditors for FY26.
• Confirmation of the payment of a final dividend of ₹0.25 per equity share of face value ₹10 each.
• Re-appointment of Ms. Nikita Shah, Wholetime Director, who retired by rotation and offered herself for re-appointment.

Voting results overview

The e-voting process was scrutinized by M/s Ronak Jhuthawat & Co., Company Secretaries. A total of 38,472,391 votes were polled across all resolutions, representing approximately 76.58% of the total outstanding shares. The promoter group held 37,669,410 shares and voted in favor of all resolutions.

What the numbers show

A distinct divergence appears in the voting patterns between institutional and non-institutional public shareholders regarding the re-appointment of Ms. Nikita Shah. While non-institutional public shareholders overwhelmingly supported the resolution with only 125 votes against out of 785,211 polled, institutional investors cast 16,102 votes against the re-appointment out of 17,770 votes polled. This indicates that 90.61% of institutional votes were opposed to the director's re-appointment, although the resolution still passed due to the overwhelming support from the promoter group and non-institutional public.

Manba Finance has fixed October 12, 2026, as the record date for shareholders eligible to vote at its Extra-Ordinary General Meeting (EGM). The meeting is scheduled for October 19, 2026, to seek approval for a ₹99.99 crore preferential issue and an increase in authorised share capital.

The board of directors approved this proposal on September 22, 2026. The meeting will be held via Video Conferencing/Other Audio-Visual Means. Shareholders are requested to vote on the issuance of fully convertible warrants and equity shares, as well as the reappointment of key managerial personnel.

Details of the Preferential Issue

The proposal involves issuing up to 50,00,013 fully paid-up equity shares to Non-Promoter/Public category investors at ₹135 per share. This component aggregates to ₹67.50 crore. Additionally, the company proposes to issue up to 24,07,223 fully convertible warrants to the Promoter/Promoter Group category at the same price of ₹135, aggregating to ₹32.49 crore.

Each warrant carries a right to subscribe to one fully paid-up equity share within 18 months from the date of allotment. The total aggregate consideration for the proposed preferential issue shall not exceed ₹100 crore. The proceeds will be utilised to meet the funding requirements of the company's lending and financing activities.

Investor Participation and Promoter Commitment

The round has drawn participation from a diverse set of marquee investors and family offices. The promoter group, through Manba Investments and Securities Private Limited and Manish K. Shah, will subscribe to warrants worth ₹32.49 crore. This commitment reflects the promoters' confidence in Manba's long-term prospects.

Key public allottees include Zenila Ventures LLP (₹20 crore), Limona Ventures LLP (₹10 crore), and LYSA Trading LLP (₹10 crore). Other participants include Hem Securities Limited, Sanjay Popatlal Jain, and various family offices and high-net-worth individuals.

Use of Proceeds

The proceeds will strengthen the company's capital base and fund growth in its loan book across two-wheeler, three-wheeler, electric vehicle, used car, personal loan, small business loan, and Micro-LAP products. They will also support expansion into new geographies and general corporate purposes. A stronger balance sheet gives Manba room to grow its assets under management, diversify its borrowing base, and work towards improved credit ratings and lower funding costs.

Manish K. Shah, Managing Director, stated that the fundraise is a strong endorsement of Manba's business model and underwriting discipline. He noted that having investors of this calibre alongside the promoter group's own commitment provides the capital and confidence to grow faster and serve more customers underserved by formal credit.

Capital Structure Changes

To facilitate the issuance, the board approved an increase in the authorised share capital of the company from ₹55 crore to ₹65 crore. This increase involves the creation of 1 crore additional equity shares of face value ₹10 each. The consequential alteration of the capital clause in the Memorandum of Association is subject to approval by members at the ensuing Extraordinary General Meeting scheduled for October 19, 2026.

Leadership Continuity and Governance Updates

In addition to the capital raise, the board approved several reappointments to ensure leadership stability as the company undertakes new financing activities.

• Manish Kiritkumar Shah was reappointed as Managing Director for a further term of three years commencing April 1, 2027, with a revision in remuneration.
• Monil Manish Shah and Nikita Manish Shah were reappointed as Whole Time Directors for three years starting January 15, 2027.
• Jay Mota was reappointed as Whole Time Director and Chief Financial Officer for three years starting January 15, 2027.
• Neelam Tater was recommended for reappointment as a Non-Executive Independent Director for a second term of five years starting October 25, 2026.

The move signals the company's intent to strengthen its balance sheet while maintaining continuity in its executive management team. The preferential issue is subject to approval of the members by special resolution and receipt of in-principle approvals from BSE Limited and the National Stock Exchange of India Limited.