Northern Arc Capital Limited shareholders approved a significant capital raising measure at the company’s 18th annual general meeting held on August 18, 2026. The key outcome was the authorization for the offer and issue of non-convertible debentures (NCDs) on a private placement basis, with a total value of up to ₹5,000 crore. This move signals the company’s intent to expand its debt funding capacity through institutional channels.

Alongside the debt issuance, shareholders approved special resolutions to increase the company’s borrowing powers in excess of its paid-up share capital, free reserves, and securities premium. They also authorized the creation of charges on the company’s assets under Section 180(1)(a) of the Companies Act, 2013. These approvals provide Northern Arc Capital with greater flexibility in leveraging its balance sheet for future growth initiatives or liquidity management.

Voting Results and Shareholder Support

The consolidated scrutinizer’s report reveals detailed voting patterns across nine resolutions. The NCD issuance (Resolution No. 6) received overwhelming support, with 99.95% of votes cast in favor. However, dissent was concentrated among institutional investors, who voted against the measure at a rate of 0.83%, compared to negligible dissent from non-institutional public shareholders.

The adoption of standalone and consolidated financial statements for FY26 received near-unanimous approval, with only one vote cast against out of over 50 million votes polled. Similarly, the resolution to create charges on assets passed with virtually no dissent.

Executive Remuneration and Governance

Resolutions regarding executive compensation faced more scrutiny. The revision of remuneration for Mr. P S Jayakumar, Non-Executive Independent Director and Chairperson, passed with 95.33% support but saw significant opposition from institutional investors, who voted against it at a rate of 79.49%.

Similarly, the revision of managerial remuneration for Mr. Ashish Mehrotra, Managing Director & CEO, including ratification of a special discretionary payout, received 96.67% overall support. Institutional investors opposed this resolution at a rate of 56.89%, while non-institutional shareholders supported it overwhelmingly.

Other governance-related resolutions passed during the meeting included:

• Appointment of Mr. Vijay Nallan Chakravarthi as a director liable to retire by rotation.
• Change in the implementation mode of the Northern Arc Employee Stock Option Plan 2016 from the trust route to the direct route, which passed with 96.26% support despite 79.24% opposition from institutional investors.

Regulatory Compliance and Auditor Appointment

The meeting also addressed mandatory regulatory compliance regarding audit structures. Shareholders appointed M/s. R. Subramaniyan and Company LLP as joint statutory auditors for a term of three consecutive years, from the conclusion of the 18th AGM until the 21st AGM. This appointment is driven by Reserve Bank of India guidelines requiring non-banking financial companies with an asset size of ₹15,000 crore or more to engage joint statutory auditors.

Northern Arc Capital’s audited financial statements as of March 31, 2026, reflect an asset size exceeding this threshold, necessitating the change. The existing statutory auditors, M/s. Walker Chandiok & Co LLP, will continue in office until the conclusion of the 19th AGM, ensuring a seamless transition in audit oversight.

Meeting Proceedings and Participation

The 18th AGM was conducted through Video Conferencing (VC) / Other Audio Visual Means (OAVM) using the National Securities Depository Services Limited (NSDL) platform. As on the cut-off date of August 12, 2026, the company had 89,746 shareholders, out of which 47 attended the meeting via VC/OAVM. Remote e-voting commenced on August 14, 2026, and concluded on August 17, 2026.

Total votes polled across all resolutions ranged between 39.87 million and 50.12 million, representing approximately 31% of the outstanding shares held by public shareholders. Promoter and promoter group holdings did not participate in voting, as indicated by zero votes polled from this category across all resolutions.

Directors present included Mr. Ashish Mehrotra, Ms. Anuradha Rao, Mr. Ashutosh Arvind Pednekar, Mr. Michael Jude Fernandes, and Ms. Vidya Krishnan. Representatives from Statutory Auditors M/s. Walker Chandiok & Co LLP and Secretarial Auditors M/s. Alagar & Associates LLP also attended via video conference.

Northern Arc Capital has made the full transcript of its first quarter FY27 earnings conference call available to investors and analysts, supplementing the previously released audio recording. The call, which took place on Monday, July 27, 2026, at 18:30 IST, focused on the company’s unaudited financial results for the quarter ended June 30, 2026. The transcript is now hosted on the company’s official website, providing a permanent textual reference for stakeholders who wish to review the detailed management commentary and question-and-answer session.

The earnings discussion was led by Managing Director and Chief Executive Officer Ashish Mehrotra. He was joined by Chief Financial Officer Atul Tibrewal, Group Risk Officer & Governance Head Pardhasaradhi Rallabandi, and Head Investor Relations Chetan Parmar. The session allowed participants to review operational performance and financial metrics directly with the leadership team via an audio group conference format. The availability of both the audio recording and the written transcript fulfills the disclosure requirements for post-event accessibility under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Previously, Northern Arc Capital had announced the schedule for this call on July 21, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The event was coordinated by ICICI Securities, which provided universal access numbers for participants in India, Hong Kong, Singapore, the UK, and the USA. The intimation regarding the availability of the transcript was signed by Prakash Chandra Panda, Company Secretary & Compliance Officer, on August 03, 2026. The notice was submitted to both the BSE Limited and the National Stock Exchange of India Ltd., ensuring compliance with listing obligations.

The transcript serves as a key resource for investors analyzing the company’s performance trajectory in the initial quarter of the fiscal year. It provides a verbatim record of the management's response to investor queries regarding revenue drivers, margin trends, and strategic initiatives for FY27. This comprehensive disclosure aligns with best practices for corporate transparency, allowing for deeper analysis of the company's financial health and operational outlook beyond the summary figures presented in the statutory results.