Sharp Investments Ltd

Dematerialisation status

• Dematerialisation requests received in the quarter were confirmed to the depositories.
• Securities dematerialised have been listed on the exchanges where existing securities are listed.
• Physical certificates dematerialised were mutilated and cancelled after due verification.
• Depository name substituted as registered owner in the register of members.

Purpose and mechanism

• Proposed preferential issue of equity shares as share swap for acquisition of 45,85,860 RLCPL equity shares.
• Acquisition targets 100% of RLCPL's paid‑up capital via the swap.
• Total issuance up to 27,51,51,600 equity shares at Rs 1 each.
• Payment terms: consideration via share swap; no cash raised.
• Allottees: seven non-promoter entities listed in Annexure 1.
• Date of allotment: within 15 days after shareholder/regulatory approvals.

Allottees and terms

• Total allotment: 27,51,51,600 equity shares to be issued.
• Allottees include Wonderland Paper Suppliers Pvt Ltd.
• Other allottees include Pears Mercantiles Pvt Ltd and Multifold Plastic Marketing Pvt Ltd.
• Category: Non-promoter; seven entities in Annexure 1.
• Issue price: Rs 1 per share; SEBI ICDR compliant.
• Approvals: shareholder approval and applicable regulatory clearances.
• Proposed date of allotment: within 15 days post-approval.
• Nature of consideration: share swap; no cash.

Sharp Investments Limited — Closure of trading window from 1 October 2026 until 48 hours after the declaration/publication of the financial results for the quarter ended 30 September 2026

AGM Details

• Date/time/mode: 7 August 2026, 10:00 AM, physical AGM in Kolkata.

Resolutions & Outcomes

• Resolution 1: Adopt audited financial statements; passed with overwhelming majority.
• Resolution 2: Re-appoint Sujit Panda as Executive Director; passed.
• Resolution 3: Appoint Arun Jain & Associates as Statutory Auditors; passed.
• Resolution 4: Appoint Pankaj Kumar Modi as Secretarial Auditor; passed.
• Resolution 5: Regularize Jagdish Sharma as Non-Executive Independent Director; passed.
• Resolution 6: Appoint Sanjib Dutta as Non-Executive Independent Director; passed.
• Resolution 7: Increase authorized share capital and alter MOA; passed.
• Resolution 8: Acquire equity shares of Rajal Lefin & Commercial Private Limited; passed.
• Resolution 9: Issue equity shares on preferential basis (share swap); passed.
• All resolutions passed by majority via e-voting and ballot.

Directors & Auditors & Related Transactions

• Director changes: Sujit Panda reappointed as Executive Director.
• Director changes: Jagdish Sharma Regularized as Non-Executive Independent Director.
• Director changes: Sanjib Dutta appointed as Non-Executive Independent Director.
• Auditors: Arun Jain & Associates appointed Statutory Auditors.
• Secretarial Auditor: Pankaj Modi appointed.
• Material RPT: Acquisition of Rajal Lefin & Commercial Private Limited shares.
• Material RPT: Preferential equity issuance (share swap).
• Share capital: Increase in authorized share capital and MOA alteration.
• All resolutions passed by majority.

Book closure and AGM details

• Book closure: 1 Aug 2026 to 7 Aug 2026 (inclusive) for AGM.
• AGM date/time: 7 Aug 2026 at 10:00 AM.
• Purpose: 49th Annual General Meeting.

AGM & key dates

• 49th AGM scheduled for 7 August 2026 in Kolkata.
• Ordinary business: adopt audited financial statements for year ended 31 March 2026.
• Re-appoint Sujit Kumar Panda as Executive Director on rotation.
• Appoint M/s Arun Jain & Associates as Statutory Auditors for five years.
• Appoint M/s Pankaj Kumar Modi as Secretarial Auditor for five years.
• Regularize Jagdish Sharma as Non-Executive Independent Director for five years.
• Regularize Sanjib Dutta as Non-Executive Independent Director for five years.
• Increase in Authorized Share Capital; MOA Clause V to be amended.
• Acquire 100% equity in Rajal Lefin & Commercial Private Limited.
• Issue 27,51,51,600 equity shares on a preferential basis via share swap.

Capital structure changes

• Authorised capital raised to Rs 51.80 crore (51,80,00,000 shares).
• MOA amended to replace Clause V reflecting new capital.
• Board authorized to execute necessary filings with stock exchanges and regulators.

RLCPL acquisition

• Acquisition of 45,85,860 shares for Rs 27,51,51,600.
• Purchase to be discharged via share swap up to 27,51,51,600 Sharp shares.
• RLCPL becomes wholly-owned subsidiary on completion.

Preferential issue details

• Preferential allotment to non-promoters of 27,51,51,600 equity shares (share swap).
• Issue price fixed at Re 1 per share under ICDR rules.
• Relevant Date for pricing: 8 July 2026.
• Post-issue shareholding: promoters diluted; non-promoters gain majority.
• Allotment within 15 days after approvals; demat form mandatory; ICDR lock-in.
• Equity shares to be listed on BSE subject to regulatory clearances.
• Compliance certificate from practicing secretary to be available.
• No promoter/KMP subscriptions; price determined per regulation.

Board & independence

• Resignations: Sandip Bej and Rishi Kant Tiwari ceased 2 March 2026.
• Jagdish Sharma and Sanjib Dutta appointed Independent Directors; five-year terms.
• Board comprises five directors as of 31 March 2026.
• Audit Committee chaired by Ajay Pratap Singh; Panda and Dutta are members.
• Company Secretary Vikram Agarwal acts as Audit Committee secretary.

Financial performance & liquidity

• Total revenue for 2025-26: Rs 0.26 crore.
• Profit after tax: Rs 0.01 crore.
• Earnings per share: Rs 0.000.
• Net worth: approximately Rs 28.36 crore.
• Cash & cash equivalents: Rs 4.02 crore.
• Dividend: NIL; no deposits; NBFC ND-SI status.
• Loans and advances: Rs 3.48 crore.

Governance & compliance

• Statutory auditor proposal: Arun Kumar Jain & Associates for five years, pending member approval.
• Secretarial Auditor: Mr. Mukesh Chaturvedi; report notes qualifications.
• Internal Auditor: CA A K Chatterjee & Co.
• Corporate Governance report and certificate included; whistle blower policy in place.
• Independent director declarations of independence on record.

Risk & outlook

• NBFC sector faces regulatory evolution; robust risk management in place.
• Strategy focuses on expansion, including loans against shares/properties and diversification.

AGM Details

• AGM date/time: 7 Aug 2026 at 10:00 AM, in-person at Kolkata venue.
• Record/book closure: 1–7 Aug 2026 for share transfers.
• Remote e-voting window: Aug 4–6, 2026; cut-off date 31 Jul 2026.

Resolutions Put to Vote

• Ordinary: Adopt audited financial statements and reports.
• Ordinary: Re-appoint Sujit Kumar Panda as Executive Director.
• Ordinary: Appoint Arun Jain & Associates as Statutory Auditors for five years.
• Ordinary: Appoint Pankaj Kumar Modi as Secretarial Auditor for five years.
• Special: Regularize Jagdish Sharma as Non-Executive Independent Director for five years.
• Special: Regularize Sanjib Dutta as Non-Executive Independent Director for five years.
• Ordinary: Increase Authorized Share Capital and amend MOA.
• Special: Acquire 100% equity of Rajal Lefin & Commercial Private Limited.
• Special: Issue 27,51,51,600 equity shares on a preferential share-swap basis.

Dividend

• Dividend: No dividend declared for the year.

Director Changes

• Resignation: Sandip Bej and Rishi Tiwari left the board on 02-03-2026.
• Rotation: Sujit Kumar Panda to be considered for re-appointment as Executive Director.

Auditor Appointments

• Statutory Auditor: Arun Jain & Associates appointed for five years, subject to member ratification.
• Secretarial Auditor: Pankaj Kumar Modi appointed for FY2026-27 to FY2030-31.
• Internal Auditor: CA A.K. Chatterjee & Co. appointed.

Material Related Party Transactions

• Related party transactions: none material; arm's-length and in ordinary course.

Other Material Approvals

• Increase in Authorized Capital and MOA amendment.
• Acquisition of Rajal Lefin; subsidiary formation.
• Preferential issue for share swap; price fixed at Re 1.

Notes on Corporate Governance (context)

• Board composition and committees disclosed; nominees for independent directorship to be evaluated.
• E-voting facilities provided; detailed disclosures in the notice and annual report.

Capital and MOA changes

• Authorized capital increased from ₹24.25 crore to ₹51.80 crore, subject to EGM approval.
• Alteration of Memorandum Clause V capital clause pending member approval at the EGM.

RLCPL acquisition and subsidiary status

• Final decision to acquire 45,85,860 RLCPL shares for ₹27.515 crore via share swap.
• RLCPL to become wholly owned subsidiary of Sharp Investments Limited.

Valuation, due diligence, and compliance

• Valuation by Nikita Khetan for RLCPL to determine fair value.
• Valuation for SHARP to determine fair value for allotment.
• Due diligence for RLCPL by Pankaj Kumar Modi.
• Compliance and pricing certificates for preferential issue.

Preferential issue and allotment

• Proposal to allot up to 27,51,51,600 equity shares on a 1 basis to RLCPL shareholders via share swap.
• Terms to be approved by board and shareholders at ensuing AGM.
• Annexure A lists preferential allotment details and proposed allottees.
• Annexure-1 lists proposed allottees and individual share allocations.
• Total proposed allotment: 27,51,51,600 equity shares.

AGM and governance actions

• AGM scheduled for 7 August 2026 at 10:00 AM, Kolkata.
• MD/ED/CS authorized to issue AGM notices including preferential issue.
• Mukesh Chaturvedi appointed AGM Scrutinizer.
• Notice of AGM approved.
• Board report with annexures and MD/CFO certificates recorded.
• Secretarial Audit Report for FY 2025-26 taken on record.