GDL Leasing & Finance Limited has officially withdrawn its proposed preferential issue of 49.50 lakh convertible warrants worth ₹5.54 crores after the resolution failed to secure the requisite majority of shareholder votes at the Extraordinary General Meeting (EGM) held on December 9, 2025.

EGM Outcome and Voting Results

The company conducted its EGM on December 9, 2025, through Video Conferencing (VC) and Other Audio Video Means (OAVM) at 3:00 PM, chaired by Mr. Prem Kumar Jain, Managing Director. Despite having 19 members in attendance, the Special Resolution for the preferential warrant issue did not receive the required majority support from shareholders.

Proposed Warrant Issue Details

The rejected proposal involved issuing convertible warrants on a preferential basis to both promoter and non-promoter categories. The detailed parameters of the withdrawn issue were:

Official Withdrawal Communication

On December 24, 2025, the company formally communicated the withdrawal to BSE Limited through a regulatory filing signed by Mr. Atul Jain, Director cum Chief Financial Officer. The communication confirmed that the Special Resolution set out in Item No. 2 of the EGM Notice did not receive the requisite majority of votes as required under the Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Impact on Regulatory Compliance and Business Plans

The withdrawal significantly impacts the company's strategic objectives, particularly its plan to achieve the Net Owned Fund requirement of ₹10 crores as mandated by RBI Notification dated March 17, 2022. The proposed funds were also earmarked for working capital requirements, business expansion, and general corporate purposes.

Listing Application Status

The company has confirmed that the listing application for the proposed warrants, which was pending with BSE and under review, will also be withdrawn following prescribed procedures. This marks the complete cancellation of the preferential issue initiative.

Previous Corporate Developments Context

The failed warrant issue represents a setback to GDL Leasing & Finance's expansion strategy, which had included recent leadership changes with Mr. Atul Jain's appointment as CFO and strategic acquisitions of Karma Fintech Private Limited and Accredit Marketplace Private Limited. The company had reported revenue from operations of ₹113.43 lakhs and profit after tax of ₹16.88 lakhs for the quarter ended September 30.

The withdrawal of this significant fundraising initiative may require the company to explore alternative financing options to meet its regulatory compliance requirements and support its growth objectives.

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.