| 70 Annual Report | 2025-2026 Director’s Report One Hundred Thirty Eight and Thirty Five paise Only) per share aggregating to INR 7,41,75,000 (Rupees Seven Crore Forty One Lakh and Seventy Five Thousand Only) to Arohan ESOP Trust on August 29, 2025, which was approved by the shareholders at their Annual General Meeting held on August 12, 2025. CAPITAL STRUCTURE a) Authorized Share Capital During the financial year under review, the Authorized Share Capital of the Company stood at INR 2,75,00,00,000/- (Rupees Two Hundred and Seventy Five Crores only) divided into 27,50,00,000 (Twenty Seven Crores and Fifty Lakhs only) equity shares of Rs. 10/- (Rupees Ten only) each. b) Issued and Paid–up Capital During the financial year under review, Issued and Paidup capital of the Company stood at INR 1,59,41,23,200/- (Rupees One Hundred Fifty Nine Crores Forty One Lakhs Twenty Three Thousand and Two Hundred Only) divided into 15,94,12,320 (Fifteen Crores Ninety Four Lakhs Twelve Thousand Three Hundred and Twenty only) equity shares of Rs. 10/- (Rupees Ten only) each. DISCLOSURES UNDER RBI GUIDELINES The relevant disclosures applicable under the RBI Master Directions have been made in the Annual Financial Statements and Annual Report for the financial year ended March 31, 2026. SCALE BASED REGULATIONS Pursuant to the Reserve Bank of India (Non-Banking Financial Companies – Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 dated November 28, 2025, as amended from time to time, the Company is categorised as non-deposit taking Non-Banking Financial Company-Micro Finance Institution- Middle Layer (“NBFCMFI-ML”) and it continues to be under the same category till date. NON-CONVERTIBLE DEBENTURES There was no issuance of non-convertible debentures during the period under review. DIVIDEND The Board of Directors did not recommend any Dividend to the Equity Shareholders of the Company for the financial year under review. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS During the period under review, the appointment of Mr. Kummamuri Narasimha Murthy (DIN: 00023046) was regularized by the shareholders at the Extra Ordinary General Meeting held on April 22, 2025. Further, Mr. Stephen Dongwon Lee (DIN: 08640160) and Mr. Vineet Chandra Rai (DIN: 00606290), Promoter Nominee Directors of the Company, who were liable to retire by Rotation in terms of Section 152 of the Companies Act, 2013 (“Act”) and Articles of Association of the Company, were reappointed as Director of the Company in the 34th Annual General Meeting held on August 12, 2025. Furthermore, Mr. Piyush Goenka (DIN: 02117859) who was serving as Non-Executive Nominee Director and Mr. Vemuru Chandramouli (DIN: 07019218) serving as Non-Executive Nominee Director have tendered their resignations w.e.f. May 9, 2025 and May 23, 2025, respectively. Furthermore, Mr. Sri Radha Ramana Saripalli (DIN: 07165124) was appointed as a Nominee Director w.e.f. May 23, 2025. Furthermore, Mr. Manojkumar N Nambiar (DIN: 03172919) was reappointed as the Managing Director of the Company for a period of five (5) years with effect from March 01, 2026, pursuant to the Shareholders’ approval dated March 25, 2026. Furthermore, Mr. Stephen Dongwon Lee (DIN: 08640160) has resigned from the Company with effect from May 8, 2026 due to his personal reasons. KEY MANAGERIAL PERSONNEL During the financial year under review, Mr. Milind Ramchandra Nare, has been appointed as Deputy Chief Executive Officer with effect from August 14, 2025 and thereafter he was designated as Deputy Chief Executive Officer and Chief Financial Officer. Further, as on March 31, 2026, the Key Managerial Personnel (“KMP”) of the Company under the Companies Act, 2013 are Mr. Manojkumar N Nambiar, Managing Director, Mr. Milind Ramchandra Nare, Deputy Chief Executive Officer and Chief Financial Officer and Mr. Anirudh Singh Thakur, Company Secretary and Chief Compliance Officer.
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