GDL Leasing & Finance Limited, a company listed on the Bombay Stock Exchange (BSE: 530855), has reported significant changes in its leadership team. The company recently announced the resignations of two key personnel: Chief Financial Officer (CFO) Ashish Jain and Independent Director Rajendra Agarwal.

Key Personnel Changes

Disclosure Compliance

GDL Leasing & Finance initially faced challenges in meeting the disclosure requirements set by the Securities and Exchange Board of India (SEBI). The company had to submit revised disclosures to the BSE after initially missing required documentation. This oversight led to the following actions:

1. A clarification was provided regarding Mr. Rajendra Agarwal's directorship status in other listed entities.
2. An additional confirmation was submitted stating that there were no material reasons for the resignations other than those mentioned in the resignation letters.

Corporate Governance Implications

These resignations, particularly that of an independent director, may have implications for the company's corporate governance structure. Independent directors play a crucial role in maintaining oversight and protecting shareholder interests.

Regulatory Compliance

GDL Leasing & Finance has taken steps to address the initial oversight in their disclosures:

1. The company submitted a revised Corporate Announcement via the BSE Listing Centre.
2. A clarification note was included, explaining the reason for the delay in submitting the resignation letter within the required 7-day period.
3. The company requested the BSE to condone the delay in submission.

Looking Ahead

As GDL Leasing & Finance navigates these leadership changes, investors and stakeholders will likely be watching closely for any impacts on the company's operations and governance. The company will need to fill these key positions to ensure continuity in its financial management and board oversight functions.

Both departing officials have confirmed that there are no material reasons for their resignations beyond those stated in their resignation letters. This transparency is crucial for maintaining investor confidence during such transitions.

GDL Leasing & Finance Limited has officially withdrawn its proposed preferential issue of 49.50 lakh convertible warrants worth ₹5.54 crores after the resolution failed to secure the requisite majority of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.