GDL Leasing & Finance Announces Resignations of CFO and Independent Director

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

Position	Name	Effective Date of Resignation	Reason Cited
Chief Financial Officer	Ashish Jain	November 11, 2025	Other professional engagement
Independent Director	Rajendra Agarwal	November 11, 2025	Personal reasons

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:

A clarification was provided regarding Mr. Rajendra Agarwal's directorship status in other listed entities.
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:

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

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
+2.00%	+10.39%	+42.60%	+1,434.67%	+1,434.67%	+1,510.20%

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.

Meeting Details	Information
Date & Time	December 9, 2025, 3:00 PM
Duration	15 minutes (3:00 PM - 3:15 PM)
Mode	Video Conferencing/OAVM
Members Present	19
Scrutinizer	Mr. Akash Goel (Akash & Co.)

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.

Warrant Issue Parameters	Details
Number of Warrants	Up to 49.50 lakh
Issue Price	₹11.20 per warrant
Total Fundraising	Up to ₹5.54 crores
Conversion Period	Within 18 months
Relevant Date for Pricing	November 7, 2025

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.