Oswal Leasing Limited has scheduled its 42nd Annual General Meeting for September 28, 2026, to approve key governance changes, including a change in statutory auditors and the re-appointment of independent directors. The meeting will be held via video conferencing.

Auditor Appointment

The company seeks shareholder approval to appoint M/s K R Aggarwal & Associates as statutory auditors. This appointment fills a casual vacancy caused by the resignation of M/s V. V. Bhalla & Co., effective August 10, 2026.

The outgoing auditors resigned due to preoccupation with other professional assignments. M/s V. V. Bhalla & Co. was originally appointed for a four-year term ending in 2027. The proposed remuneration for the new auditors is ₹15,000 per annum plus applicable taxes and out-of-pocket expenses for FY27.

Board Re-Appointments

Shareholders will vote on the re-appointment of two independent directors for a second term of five years each, commencing August 12, 2026:

• Dr. Roshan Lal Behl
• Dr. Manisha Gupta

Additionally, Sh. Kamal Oswal, Chairman and Non-Executive Director, retires by rotation and offers himself for re-appointment. He received sitting fees of ₹25,000 in FY26.

Borrowing and Investment Limits

The AGM agenda includes special resolutions to approve borrowing limits under Section 180(1)(c) of the Companies Act, 2013. The board seeks consent to borrow up to ₹100 crore, which may exceed the aggregate of paid-up share capital and free reserves.

Further approvals are sought for:

• Creation of mortgage or charge on assets to secure borrowings.
• Investments, loans, or guarantees up to ₹30 crore under Section 186.
• Loans or guarantees to entities where directors are interested, up to ₹30 crore under Section 185.

Voting Schedule

Remote e-voting begins on September 25, 2026, at 9:00 am and ends on September 27, 2026, at 5:00 pm. The cut-off date for determining eligible members is September 21, 2026. The register of members will remain closed from September 22 to September 28, 2026.

Oswal Leasing Limited reported a net loss of ₹52.13 lakh for the financial year ended March 31, 2026, widening significantly from the ₹21.55 lakh loss recorded in FY25.

The NBFC's total income contracted to ₹14.08 lakh, driven by a decline in interest income to ₹13.99 lakh from ₹15.09 lakh in the prior year. Despite the revenue drop, total expenses surged to ₹19.29 lakh from ₹17.25 lakh, primarily due to higher employee benefit costs and other operational expenses.

Financial Performance

Interest income, the primary revenue driver, fell by over 7% year-on-year. Employee benefit expenses rose to ₹10.66 lakh from ₹9.10 lakh, while other expenses increased to ₹8.63 lakh. The company earned no dividend income during the period.

What the Numbers Show

The widening loss reflects a divergence between revenue contraction and cost inflation. While interest income declined modestly, total expenses grew at nearly double that rate. Specifically, employee benefit expenses constituted approximately 55% of total costs in FY26, up from roughly 53% in FY25, indicating rising fixed cost pressure against shrinking top-line growth.

Balance Sheet and Auditor Changes

As of March 31, 2026, total assets stood at ₹282.74 lakh, with loans amounting to ₹181.00 lakh and investments at ₹86.08 lakh. The company holds no external borrowings or term loans, maintaining a debt-free balance sheet structure aside from minor operational liabilities.

The Board appointed M/s K R Aggarwal & Associates as statutory auditors to fill the casual vacancy caused by the resignation of M/s V. V. Bhalla & Co., effective August 10, 2026. Members will vote on this appointment at the 42nd Annual General Meeting scheduled for September 28, 2026.

Corporate Actions

• Reappointment of Chairman Kamal Oswal by rotation.
• Reappointment of Independent Directors Dr. Roshan Lal Behl and Dr. Manisha Gupta for a five-year term.
• Approval sought for borrowing limits up to ₹100 crore and investments up to ₹30 crore under Section 180 and 186 of the Companies Act, 2013.