Smart Finsec Ltd

Loan agreement details

• Lender is Bajaj Housing Finance Limited; borrower is Smart Finsec Limited.
• Purpose is business expansion; facility up to Rs 15.60 crores.
• Loan is secured by a first charge on the company's property at B-10/13 DLF Phase 1, Gurugram.
• Interest rate is 8.75% per annum floating.
• Maximum tenure is 144 months from execution.
• Date of execution of the loan agreement: 14 October 2026.
• Total outstanding loan amount is Nil at signing.
• Shareholding in lender: Nil.
• No related party involvement.

Loan facility approval

• Board approved availing a loan facility from Bajaj Housing Finance Limited.
• Loan amount: INR 15.60 crores.
• Purpose: business expansion.
• Security: first charge over the Gurugram property.
• Tenor: maximum 144 months; loan agreement dated 14 Oct 2026.
• Interest rate: 8.75% per annum floating.
• Lender/Borrower: Bajaj Housing Finance Limited; Smart Finsec Limited.
• Outstanding balance: Nil; related party/RPT: Not applicable.

AGM details

• AGM held on Sept 21, 2026 at 11:40 A.M. via Video Conferencing/ OAVM.
• Scrutinizer report dated Sep 22, 2026 and voting results filed under applicable regulations.

AGM details

• Date and time: 21 Sep 2026, 11:40 A.M. through VC/OAVM.
• Mode: Video Conferencing / OAVM per MCA guidelines.
• Deemed venue: Registered Office, New Delhi.
• Attendance: 73 members attended.
• Chair presided; meeting conducted via VC/OAVM.

Resolutions

• Ordinary Business: adopt audited standalone financial statements for FY ended 31 March 2026.
• Ordinary Business: re-appointment by rotation of a director.
• Special Business: increase in borrowing limits under section 180(1)(c).
• Special Business: approval to create charge / provide security under section 180(1)(a).

Voting results

• Adoption of financial statements: outcome not disclosed.
• Director re-appointment: outcome not disclosed.
• Increase in borrowing limits: outcome not disclosed.
• Creation of charge/security: outcome not disclosed.

Key dates

• 31st AGM on 21 September 2026 at 11:30 AM via VC/OAVM.
• Book closure 15 September 2026 to 21 September 2026 (inclusive).
• Electronic voting eligibility cut-off on 14 September 2026.

Financial performance

• Revenue from operations: 196.73 Lakh, down 16.91% YoY from 236.77 Lakh
• Total income: 196.73 Lakh; decline aligned with revenue fall
• Profit before tax: 133.47 Lakh, down from 150.08 Lakh
• Tax expense: 35.80 Lakh, includes current, deferred and prior-year provisions
• Profit after tax: 97.67 Lakh, down from 117.39 Lakh
• Earnings per share: Basic 0.33; Diluted 0.33

Segment performance

• NBFC activity: Revenue 167.04 Lakh; Net income before tax 104.00 Lakh
• Real Estate: Revenue 29.69 Lakh; Net income before tax 29.47 Lakh
• Capital employed: NBFC 1542.79 Lakh; Real Estate 124.35 Lakh

Dividend and capital allocation

• Dividend: Board does not recommend any dividend for FY25-26
• Transfer to RBI statutory reserve: 26.69 Lakh
• Share capital: Equity Rs 3.00 Crore; no change

Debt, liquidity and financing

• Special resolution to borrow up to Rs 100 Crore; create charge up to Rs 100 Crore
• No term loans drawn in FY25-26; no outstanding borrowings disclosed
• No loan repayments default reported by auditors

Governance and controls

• Board: Arun Khera (MD); Sachit Khera, Vimmi Sachdev, Vishesh Chaturvedi, Parul Pathak directors
• MD appointment: Arun Khera appointed 29 Aug 2025 for five years
• CFO changes: Shashi Sharma resigned 30 Jun 2025; Jayant Kumar appointed 1 Jul 2025
• Independent Directors met once on 16 Jan 2026; committees active

Related party transactions and guarantees

• Related party: Smart Equity Brokers Pvt Ltd; receivables 52.35 Lakh (2026) and 11.33 Lakh (2025)
• Corporate guarantee: Rs 30 Crore to Axis Bank for Smart Equity Brokers; facility increased to Rs 220 Crore
• Other related-party links include Saheli Trading, Smartgain Capital, and Khushal Investments

Outlook and risk factors

• NBFC and regulatory landscape; market volatility impacting trading
• Domestic economy supports growth; geopolitical and oil price risks
• Company aims prudent resource management and risk governance; pursue opportunities

Notes on operations and other items

• NBFC is non-deposit taking; no lending activity in FY2025-26
• Rental income from two operating leases; assets leased

AGM details

• Date and time: 21 September 2026 at 11:30 IST; mode: VC/OAVM.
• Remote e-voting window: 18–20 September 2026, 9:00 AM to 5:00 PM IST.
• Cut-off date for voting: 14 September 2026.
• Register of Members and transfer books closed: 15–21 September 2026 (inclusive).
• Venue deemed at registered office; AGM via VC/OAVM.

Ordinary business

• Adopt Audited Standalone Financial Statements for FY2025-26 and reports.
• Re-appoint Ms. Vimmi Sachdev as Director; retires by rotation.

Special business

• Increase borrowing powers under section 180(1)(c) to ₹100 crore.
• Create charge/security on assets up to ₹100 crore.

Director changes

• Ms. Vimmi Sachdev to be re-appointed as Director (retires by rotation).

Key Decisions

• Approved increase in borrowing limits under section 180(1)(c), subject to AGM shareholder approval.
• Approved creation of Charge/security under section 180(1)(a), subject to AGM shareholder approval.
• Fixed 31st AGM date: September 21, 2026, 11:30 AM via video conferencing.
• Approved AGM notice for the financial year 2025-26.
• Approved Directors' Report and MD&A for the year ended March 31, 2026.
• Set September 14, 2026 as cut-off date for remote e-voting and AGM voting.
• Share transfer registers closed September 15–21, 2026 for AGM.
• Appointed Mr. Pawan Kumar Mishra as Scrutinizer for e-voting.
• Authorized NSDL to conduct AGM via Video Conferencing.