Spandana Sphoorty Financial has fixed August 19, 2026, as the record date for determining shareholders liable to pay the first and final call on partly paid-up equity shares issued via a rights issue.

The NBFC’s board approved the move in a meeting held on August 5, 2026. The company is seeking ₹115 per share to fully pay up the rights equity shares allotted earlier this year.

Call Details and Timeline

The first and final call amount comprises ₹5 towards face value and ₹110 towards premium. Eligible shareholders must make payments between September 9, 2026, and September 23, 2026.

Trading in the partly paid-up equity shares has been suspended on stock exchanges effective August 19, 2026. Upon successful payment, these shares will be converted into fully paid-up equity shares under the existing ISIN within two weeks of the payment deadline.

Payment Mechanisms

Shareholders can discharge the liability through three primary channels:

• Online ASBA via Self-Certified Syndicate Banks (SCSBs)
• Physical ASBA by submitting forms at designated SCSB branches
• Online trading-demat-bank accounts (3-in-1 facility) where available

Cash payments are not accepted. The company will reject third-party bank account transactions and part payments unless the board exercises discretion to convert a proportionate number of shares based on the amount paid.

Consequences of Non-Payment

Failure to pay the call money by September 23, 2026, carries significant penalties:

• Interest at 10% per annum will accrue on delayed payments until settlement.
• The company may apply future dividends toward outstanding call amounts and interest.
• Unpaid partly paid-up equity shares, including the application money already paid, are liable for forfeiture in accordance with the Articles of Association.

What the Numbers Show

The rights issue was executed at an issue price of ₹230 per share. Shareholders initially paid ₹115 as application money when the shares were allotted on August 12, 2025. This final call of ₹115 completes the capital infusion for the 17,334,362 rights equity shares issued in the ratio of 10:41. The structure ensures that existing shareholders retain their proportional ownership while providing the company with additional equity capital without dilution from new external investors.

Spandana Sphoorty Financial Limited announced that all resolutions placed before shareholders at its 23rd Annual General Meeting (AGM) were approved. The meeting, conducted via Video Conferencing and Other Audio-Visual Means (OAVM) on August 18, 2026, recorded a robust engagement level with 53.78% of eligible votes cast across all agenda items.

The most significant special business item was the renewal of the limit for issuing Non-Convertible Debentures (NCDs) on a private placement basis. This resolution received near-unanimous support, with 99.99% of votes polled in favor. The approval enables the company to raise debt capital up to an amount not exceeding ₹4,000 crore (Rupees four thousand crore only), inclusive of premium on face value. This limit is valid for one year, commencing from September 16, 2026, to September 15, 2027, under Section 42 of the Companies Act, 2013. The NCDs are proposed to be listed, though the specific exchange is yet to be ascertained.

Key Resolutions and Voting Outcomes

All five ordinary and special resolutions were passed. The voting results, scrutinized by Mr. Y. Ravi Prasad Reddy of RPR & Associates, are detailed below:

The promoter group voted in favor of all resolutions, holding 3.85 crore shares (adjusted for partly paid-up equity). Public institutional investors supported the financial statement adoptions and NCD issuance unanimously. However, there was notable dissent from public institutional investors regarding the reappointment of Ms. Saakshi Gera, who received 75.86% negative votes from this category. Despite this dissent, the resolution passed due to overwhelming support from promoters and non-institutional public shareholders.

Director Profiles and Tenure

The ordinary business included the reappointment of two Non-Executive Nominee Directors liable to retire by rotation:

• Mr. Sunish Sharma: First appointed on March 31, 2017, Mr. Sharma brings over 29 years of experience in private equity, investment strategy, and business transformation. He is the Founder and Managing Partner of Kedaara Capital, which manages over $6 billion in AUM. An MBA Gold Medalist from IIM Calcutta and a qualified Cost Accountant, he also serves on the boards of Care Health Insurance Limited, Vedant Fashion Limited, and Avanse Financial Services Ltd.

• Ms. Saakshi Gera: Appointed on May 22, 2024, Ms. Gera has over 14 years of investment experience across Technology Services, Financial Services, and Healthcare. She co-leads investments in the Technology Services sector at Kedaara Capital. Previously, she served as an Executive Director at Goldman Sachs (India office) and worked with Providence Equity Partners and Nomura. She has completed all levels of the CFA Program and holds a Bachelor of Arts degree in Economics from Delhi University.

Meeting Proceedings and Compliance

Ms. Dipali Hemant Sheth, Independent Director and Chairperson, presided over the meeting. Mr. Venkatesh Krishnan, Managing Director and CEO, addressed members on business highlights. The quorum was present via VC throughout the meeting, which lasted from 11:30 am to 12:34 pm.

Remote e-voting was facilitated by KFin Technologies Limited for shareholders as of the cut-off date, August 11, 2026. The voting window ran from August 14, 2026, at 9:00 am to August 17, 2026, at 5:00 pm. Members attending via VC who had not voted remotely used the Insta Poll system during the meeting.

Key officials present included:

• Mr. Animesh Chauhan, Independent Director and Audit Committee Chairperson
• Mr. Vinayak Prasad, Independent Director and Chairperson of IT Strategy and Nomination & Remuneration Committees
• Mr. Neeraj Swaroop, Independent Director and Risk Management Committee Chairperson
• Mr. Ramachandra Kasargod Kamath, Non-Executive Nominee Director

Statutory Auditors from BSR & Co. LLP, Secretarial Auditor Alwyn D'sousa, and Scrutinizer Y. Ravi Prasada Reddy also attended.

What the Numbers Show

The high level of promoter support (100% across all resolutions) underscores the alignment between management and controlling shareholders on strategic decisions, particularly the debt issuance. While institutional dissent on Ms. Gera’s reappointment suggests specific governance or performance concerns among large investors, the overall outcome reflects stable shareholder backing for the company’s current capital structure and leadership team.