GDL Leasing & Finance Limited successfully conducted its Extraordinary General Meeting (EGM) on December 9, 2025, to seek shareholder approval for significant corporate restructuring initiatives, including capital expansion and fundraising through warrant issuance.

EGM Proceedings and Participation

The EGM was held through Video Conferencing (VC) and Other Audio Video Means (OAVM) at 3:00 PM, chaired by Mr. Prem Kumar Jain, Managing Director. The meeting witnessed participation from 19 members, with Mr. Akash Goel, Proprietor of M/s Akash & Co., serving as both Secretarial Auditor and Scrutinizer for the voting process.

Key Resolutions Presented

The EGM focused on two critical resolutions that were previously announced by the company's board:

1. Authorized Share Capital Increase

Shareholders were asked to approve the increase in authorized share capital from ₹5.50 crores to ₹10 crores through the creation of 45 lakh additional equity shares of ₹10 each. This expansion requires a corresponding amendment to Clause V of the company's Memorandum of Association.

2. Preferential Issue of Convertible Warrants

The second resolution sought approval for issuing up to 49.50 lakh convertible warrants on a preferential basis to both promoter and non-promoter categories.

Fund Utilization Strategy

The company outlined specific purposes for the funds to be raised through the warrant issue:

• Regulatory Compliance: Achieving the Net Owned Fund requirement of ₹10 crores as per RBI Notification dated March 17, 2022
• Working Capital: Supporting day-to-day operational requirements
• Business Expansion: Funding growth initiatives and market expansion
• General Corporate Purposes: Supporting overall corporate activities

Compliance and Valuation Framework

The preferential issue has been structured to comply with the Companies Act, related rules, SEBI ICDR Regulations, and Listing Regulations. The issue price was determined according to SEBI norms, with valuation conducted by Mr. Manish Manwani, a Registered Valuer. The valuation report is available for member inspection.

Voting Process and Timeline

Following the presentation of resolutions and member queries, electronic voting was conducted for 15 minutes under the supervision of the appointed scrutinizer. The company announced that voting results would be declared on or before December 11, 2025.

Previous Corporate Developments

These EGM resolutions build upon earlier corporate actions announced by GDL Leasing & Finance, including leadership changes with the appointment of Mr. Atul Jain as CFO and strategic acquisitions of Karma Fintech Private Limited and Accredit Marketplace Private Limited. The company also reported revenue from operations of ₹113.43 lakhs and profit after tax of ₹16.88 lakhs for the quarter ended September 30.

The successful conduct of the EGM represents a crucial step in GDL Leasing & Finance's expansion strategy, with the proposed capital restructuring and fundraising initiatives positioning the company for enhanced regulatory compliance and business growth.

GDL Leasing & Finance Limited , a company listed on the Bombay Stock Exchange (BSE), has announced a change in its corporate governance structure. The company's secretarial auditor, M/s. C. Gaur and Associates, has tendered their resignation, effective November 11, 2025.

Key Details of the Resignation

Implications and Next Steps

The resignation of the secretarial auditor is a notable event in the company's corporate governance framework. GDL Leasing & Finance Limited has taken action to comply with regulatory requirements:

1. Regulatory Disclosure: The company has submitted the required regulatory disclosures to the BSE, in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Notification to Authorities: The company has requested that notice of the resignation be given to the concerned registrar of companies and stock exchanges where its equity shares are listed.

3. Immediate Effect: Despite the original appointment spanning from 2025-2026 to 2029-30, the auditors will be relieved from their services with immediate effect.

Management's Response

Prem Kumar Jain, the Managing Director of GDL Leasing & Finance Limited, has officially communicated this change to the BSE. The company has provided detailed information as required by SEBI regulations, demonstrating transparency in its corporate communications.

Auditor's Statement

In their resignation letter, C Gaur & Associates expressed gratitude to the management and board members of GDL Leasing & Finance Limited, wishing the company success in its future endeavors.

This change in the secretarial audit role may require the company to appoint a new auditor to ensure continuity in their corporate governance practices. Stakeholders and investors will likely be interested in how the company addresses this change and maintains its regulatory compliance.