Ramchandra Leasing & Finance Calls EGM for Major Corporate Restructuring and Rs 54.72 Crore Warrant Issue

Ramchandra Leasing & Finance Limited , a Non-Banking Financial Company (NBFC), has announced an Extraordinary General Meeting (EGM) scheduled for November 21, 2025, to seek shareholder approval for significant corporate restructuring initiatives and a substantial warrant issue.

Proposed Corporate Actions

The company has outlined several key proposals for shareholder consideration:

Name Change: The company plans to rebrand itself as 'Raama Finance Limited', subject to regulatory approvals.
Registered Office Relocation: A proposal to shift the registered office from Gujarat to the National Capital Territory of Delhi.
Increase in Authorized Share Capital: The company aims to expand its authorized share capital from Rs 8.5 crore to Rs 20 crore.
Preferential Issue of Convertible Warrants: A significant issuance of 11.40 crore convertible warrants at Rs 4.80 per warrant, totaling Rs 54.72 crore.

Warrant Issue Details

The proposed warrant issue includes allocations to both promoter and non-promoter entities:

Allottee Category	Number of Warrants	Amount (in Rs crore)
Promoter (Akhil Mittal)	75,00,000	3.60
Promoter Group (DS Family Office Trust)	75,00,000	3.60
Non-Promoters (Various)	9,90,00,000	47.52
Total	11,40,00,000	54.72

Board Composition Changes

The EGM agenda also includes proposals for board composition changes:

Appointment of Reena Sharma and Vimal Dwivedi as Independent Directors.
Confirmation of Rajesh Singh Kaira's appointment as Managing Director.

Management Commentary

The company, recently acquired by Akhil Mittal and Pratika Sharma, plans to utilize the proceeds from the warrant issue for business expansion and general corporate purposes. This move aligns with the company's strategy to strengthen its position in the NBFC sector.

Regulatory Compliance

The EGM notice emphasizes compliance with various regulatory requirements, including those set by the Securities and Exchange Board of India (SEBI) and the Reserve Bank of India (RBI). The company has appointed CS Chandan Jha as the scrutinizer for the EGM proceedings.

Shareholder Participation

Shareholders can participate in the EGM through video conferencing or other audio-visual means, with remote e-voting facilities available from November 18 to November 20, 2025. The company has provided detailed instructions for e-voting and virtual meeting attendance in the EGM notice.

These proposed changes mark a significant phase in Ramchandra Leasing & Finance Limited's corporate journey, potentially reshaping its market presence and operational structure in the financial services sector.

Ramchandra Leasing & Finance Limited (RLFL) has scheduled a crucial Board of Directors meeting for October 24, 2025, to deliberate on several strategic matters that could significantly impact the company's future direction. The meeting agenda encompasses a wide range of topics, from potential acquisitions to leadership changes and fundraising initiatives.

Key Agenda Items

Topic	Details
Acquisition	Consider approval of equity share acquisition from a related party
Leadership Change	Appointment of Mr. Rajesh Singh Kaira as Additional Director and Managing Director
Company Rebranding	Consideration of a company name change
Office Relocation	Potential shifting of both registered and corporate offices
Fundraising	Evaluation of fundraising proposals through various financial instruments
Capital Structure	Consideration of increasing authorized share capital
Governance	Fixing schedule for an Extraordinary General Meeting (EGM)

Potential Acquisition and Leadership Changes

The board will deliberate on a strategic investment through the acquisition of equity shares from a related party. This move could potentially strengthen RLFL's market position or expand its operational capabilities. Simultaneously, the proposed appointment of Mr. Rajesh Singh Kaira as Additional Director and Managing Director signals a possible shift in the company's leadership structure.

Corporate Identity and Operations

RLFL is considering a change in the company name, which could indicate a rebranding initiative or a shift in business focus. Additionally, the board will discuss relocating both the registered and corporate offices, which may have implications for the company's operational efficiency or strategic positioning.

Financial Strategies

The meeting agenda includes evaluating proposals for raising funds through various means such as securities issuance, convertible instruments, preferential issues, or private placements. This suggests that RLFL may be looking to bolster its financial resources for future growth or operational needs. The board will also consider increasing the authorized share capital, which could pave the way for future equity-based fundraising.

Governance and Shareholder Matters

The board plans to fix the schedule for an Extraordinary General Meeting and approve related notices to shareholders. This indicates that some of the proposed changes may require shareholder approval, underscoring the significance of the decisions to be made.

Trading Window Closure

It's noteworthy that the trading window for designated persons remains closed until 48 hours after the declaration of unaudited financial results for the half year ended September 30, 2025, or the announcement of the board meeting outcome, whichever is later. This measure ensures fair trading practices and prevents insider trading during this crucial period.

The outcome of this board meeting could have far-reaching implications for Ramchandra Leasing & Finance Limited's future trajectory. Shareholders and market observers will be keenly awaiting the decisions made on these strategic matters.