Northern Arc Capital has scheduled its 18th Annual General Meeting (AGM) for August 18, 2026, at 11:30 A.M. (IST) via Video Conferencing (VC) or Other Audio Visual Means (OAVM). The meeting will seek shareholder approval for significant capital raising measures, governance updates, and executive remuneration revisions. The company aims to raise up to ₹5,000 crore through private placement of Non-Convertible Debentures (NCDs) and enhance its overall borrowing limit to ₹17,000 crore to support business expansion and loan disbursements.

The remote e-voting window opens on August 14, 2026, and closes on August 17, 2026, with voting rights determined by shareholding as of the cut-off date, August 12, 2026. E-voting services are facilitated by National Securities Depository Limited (NSDL).

AGM Schedule and Voting Details

The following table summarises the key dates and logistics for the 18th AGM:

Capital Raising and Borrowing Limits

Shareholders will be asked to approve special resolutions for the issuance of NCDs and an increase in borrowing powers under Section 180(1)(c) of the Companies Act, 2013. The proposed NCD issuance of up to ₹5,000 crore is intended to augment resources for on-lending, refinance existing debt, meet working capital requirements, and fund general corporate purposes. Simultaneously, the Board seeks consent to create charges on company assets under Section 180(1)(a) of the Companies Act, 2013. The total borrowing limit, inclusive of interest and other monies payable, will increase from ₹15,000 crore to ₹17,000 crore.

Auditor Appointment and Governance

Pursuant to Reserve Bank of India (RBI) guidelines for NBFCs with asset sizes exceeding ₹15,000 crore, Northern Arc Capital must appoint joint statutory auditors. The company proposes appointing M/s. R. Subramaniyan and Company LLP as Joint Statutory Auditors alongside existing auditors M/s. Walker Chandiok & Co. The appointment is for a three-year term commencing from the conclusion of this AGM until the 21st AGM in FY29-30.

Additionally, the Board seeks re-appointment of Mr. Vijay Nallan Chakravarthi as a director liable to retire by rotation. His extensive experience in private equity and investment management aligns with the company's strategic direction.

FY26 Financial Performance

Northern Arc Capital delivered robust financial performance in FY26, supported by continued business growth and disciplined execution. Key consolidated financial highlights are presented below:

The company's Direct-to-Customer (D2C) AUM grew 38.60% year-on-year to INR 9,792 Crore, with D2C mix rising to 59% of total lending assets. Consumer Finance AUM surged 50% to INR 5,092 Crore, MSME Finance AUM grew 43% to INR 3,691 Crore, and Rural Finance AUM stood at INR 1,009 Crore. Placement fee income grew 22% year-on-year to INR 31.40 Crore, while Funds AUM stood at INR 3,092 Crore as of March 31, 2026.

Executive Remuneration Revisions

The AGM will address revisions to the remuneration of key leadership roles:

• Mr. P S Jayakumar (Chairperson): Approval is sought for a revised commission of ₹2.03 crore for FY26-27, excluding sitting fees. This amount represents 0.5% of net profits and exceeds 50% of the total annual remuneration payable to all non-executive directors, necessitating shareholder approval under SEBI Listing Regulations.
• Mr. Ashish Mehrotra (MD & CEO): The Board recommends revising his managerial remuneration effective April 1, 2026. The package includes a fixed pay of ₹6.05 crore per annum and variable pay of ₹3.52 crore per annum (80% paid in FY26-27, 20% deferred). Additionally, shareholders are asked to ratify a Special Discretionary Payout of ₹2.10 crore for FY25-26, recognising his contribution to achieving 22% YoY growth in lending AUM and 33% YoY growth in Profit After Tax.

ESOP Plan Implementation Change

A special resolution will amend the Northern Arc Employee Stock Option Plan 2016 to shift implementation from the Trust Route to the Direct Route. This procedural change aims to reduce administrative burdens and operational delays associated with share allotment through the Northern Arc Employee Welfare Trust. Under the direct route, equity shares will be allotted directly to eligible employees upon exercise of options. The total ESOP pool remains at 94,78,967 options, with 7,05,267 ungranted options available for future grants.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE850M01015/6866463c-ad6e-44c7-b148-c8402060400c.pdf

Northern Arc Capital has appointed M/s. R. Subramaniyan and Company LLP as its Joint Statutory Auditors for a period of three years, subject to shareholder approval. The decision was taken by the Board of Directors during a meeting held on July 10, 2026. The appointment is necessitated by the company's asset size exceeding ₹15,000 crore as of March 31, 2026, which mandates joint statutory auditors under Reserve Bank of India guidelines applicable to Non-Banking Financial Companies.

The new auditors will hold office from the conclusion of the ensuing 18th Annual General Meeting until the conclusion of the 21st Annual General Meeting. The existing statutory auditors, M/s. Walker Chandiok & Co LLP, will continue to hold office until the conclusion of the 19th Annual General Meeting. The appointment of M/s. R. Subramaniyan and Company LLP is based on the recommendations of the Audit Committee.

ESOP Allotment

Separately, the Board approved the allotment of 39,000 equity shares to an option grantee who exercised options under the Northern Arc Employee Stock Option Plan, 2016. These shares have a face value of ₹10 each and are fully paid-up. They will rank pari-passu with the existing equity shares of the company. The company will apply for listing and trading approval from BSE Limited and National Stock Exchange of India Limited.

With this allotment, the paid-up equity share capital of Northern Arc Capital has increased. The table below details the change in share capital:

The Board meeting commenced at 05:45 P.M. and concluded at 07:15 P.M. on July 10, 2026.