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One Mobikwik Systems Limited Proxy Solicitation & Information Statement 2026
59585_rns_2026-06-03_839f30c9-2c5a-4e5b-ad4d-7d4f6cc55bf8.pdf
Proxy Solicitation & Information Statement
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MobiKwik
Date: June 03, 2026
To,
| National Stock Exchange of India Limited Exchange Plaza, C-1, Block G Bandra Kurla Complex Bandra (E), Mumbai – 400 051 | BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai – 400 001 |
|---|---|
| Symbol: MOBIKWIK | Scrip Code: 544305 |
Sub: Newspaper Publication for the Notice of Postal Ballot, remote e-voting information and Form PAS-1 (Public Notice)
Dear Sir/Madam,
Pursuant to Regulation 30 and 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith copies of newspaper publication with respect to:
- The Notice of Postal Ballot, remote e- voting and other related information;
- Form PAS-1 regarding proposed variation in the objects / terms of utilization of the Initial Public Offering ("IPO") proceeds and extension of time limit for utilisation of the IPO proceeds, in compliance with requirement under the Companies Act, 2013.
The advertisements were published today (i.e. on June 03, 2026) in the following newspapers:
- Financial Express (All India editions in English language); and
- Jansatta (Delhi and NCR edition in Hindi (vernacular) language).
You are requested to take the same on record.
Thanking you,
For One MobiKwik Systems Limited
ANKITA ShARMA
Digitally signed by ANKITA SHARMA
Date: 2026.06.03 11:53:32 +05'30'
Ankita Sharma
Company Secretary and Compliance Officer
Membership No.: A37518
ONE MOBIKWIK SYSTEMS LIMITED
Registered Office: Unit No. 102, 1st Floor, Block-B, Pegasus One, Golf Course Road, Sector-53, Gurugram, Haryana-122003, India.
Ph: +91 (124) 490-3344 | CIN: L64201HR2008PLC053766 | www.mobikwik.com | [email protected]
WWW.FINANCIALEXPRESS.COM
WEDNESDAY, JUNE 3, 2024
FINANCIAL EXPRESS
25
Mobil+with
ONE MOBIKWIK SYSTEMS LIMITED
ONE CHILD'S NEUROPSYCHOLOGY
Registered Office: Unit No. 102, 1st Floor, Block B, Pegasus One, Gulf Centre Road, Sector-53, Gunugram, Haryana-122003, India
Tel: +91 (124) 496-1544. Email ID: coimobilkwik.com. Mobil+with: www.mobilkwik.com
POSTAL BALLOT NOTICE TO THE MEMBERS OF THE COMPANY
NOTICE is hereby given pursuant to the provisions of Sections 110 and 108 and other applicable provisions, if any, of the Companies Act, 2011 ("the Act"), read with Rules 28 and 22 of the Companies Management and Administration Rules, 2014 ("the Rules") the Securities and Exchange Board of India (Siching Obligations and Disclosure Requirements) Regulations, 2015 ("R&R Solicing Regulations") (including any statutory modifications) or re-enactments) thereof for the free-living in force, read with the General Circular No. 14/2020 dated 8th April, 2020, General Circular No. 17/2020 dated 13th April, 2020, General Circular No. 22/2020 dated 15th June, 2020, General Circular No. 31/2020 dated 28th September, 2020, General Circular No. 39/2020 dated 31st December, 2020, General Circular No. 50/2021 dated 23rd June, 2021, General Circular No. 55/2021 dated 8th December, 2021, General Circular No. 59/2021 dated 25th June, 2021, General Circular No. 60/2021 dated 8th November, 2021, General Circular No. 57/2022 dated 1st May, 2022, General Circular No. 59/2022 dated 8th November, 2022, General Circular No. 61/2022 dated 1st May, 2022, General Circular No. 61/2022 dated 28th November, 2022, General Circular No. 69/2022 dated 25th September, 2022, General Circular No. 70/2022 dated 1st November, 2022, General Circular No. 71/2022 dated 1st November, 2022, General Circular No. 72/2022 dated 1st November, 2022, General Circular No. 73/2022 dated 1st November, 2022, General Circular No. 74/2022
All members are hereby informed that:
- Date of completion of dispatch of Notice is June 02, 2024.
- The Members should note that in terms of the General Circulars issued by MCA, no physical ballot form is being dispatched by the Company and the Members can cast their vote using remote e voting facility only.
- Members holding equity shares as on the cut-off date are only entitled to cast their votes by remote e voting facility, any person who if not a member as on the close of business hours of the cut-off date, should treat this notice for information purpose only. The Company has engaged the services of NGO to providing remote e voting facility to its members.
- The Members holding shares in physical form and whose email ids are not registered with the Company as on the cut-off date are requested to register their e-mail id by following the steps mentioned in the Notice under the section "process for those members whose email ids are not registered".
- Members holding shares in dematerialized mode are requested to register together their e-mail ID with the relevant Depository Participants with whom they maintain their demat account(s).
- The remote e voting facility will be available, please refer the instruction mentioned in the Notice for the same.
- Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company have appointed Mr. Dinesh Kumar Kaushri, Managing Partner and/ or Mr. Poonem Kumar, Partner of M.V. DPY-6 Association (CP Practicing Company Secretaries (Firm Registration No. L282199009500) as the Sccndrator, for conducting the Postal Ballot remote e voting process in a fair and transparent manner.
- The voting through Postal Ballot e-voting shall commence on Wednesday, June 03, 2024 from 9.00 a.m. (IST) and ends on Thursday, July 02, 2024 at 5.00 p.m. (IST). The e-voting module shall be blocked thereafter and the voting shall not be allowed beyond 80.00 p.m. (IST) on Thursday, July 02, 2024.
- Once the vote is cast on the resolutions, the member will not be allowed to change it subsequently in cast into again.
- The results of the Postal Ballot/E-voting will be announced on or before July 06, 2024 at the registered office of the Company and shall be communicated to ID2 at www.fmimdia.com and ID2 at www.mimidia.com where the equity shares of the Company are listed and will not be displayed on the Company's website at https://www.mobilkwik.com/coimunity/portal-ballot/FC024. 21 and on the website of N20 at www.motinscoiff.com
- In case members have any queries regarding e-voting, they may refer the frequently Asked Questions (TAQs) for Shareholders and e-voting asr manual for Shareholders available at the "Download" section of www.motins.coff.com or call on no.: 022-4806-7080 or contact N220, official, Mr. Pallavi Mhatre, AIP at their designated e-mail addresses: motinscoiff.com.
By Order of Board of Directors
For One Mobilkwik Systems Limited
GU
Mobile Division
Company Secretary
OFFICIAL CREDIT CAPITAL LIMITED
(1) The following terms apply to the 100% of the total total of the total monthly income for the period 2011-2024 is included in the following table:
| Item | Description | Amount |
| 1 | Capital | 1.00 |
| 2 | Debt | 1.00 |
| 3 | Debt | 1.00 |
| 4 | Debt | 1.00 |
| 5 | Debt | 1.00 |
| 6 | Debt | 1.00 |
| 7 | Debt | 1.00 |
| 8 | Debt | 1.00 |
| 9 | Debt | 1.00 |
| 10 | Debt | 1.00 |
Subtotal: 1.00
| Debt | 1.00 |
| Debt | 1.00 |
| Debt | 1.00 |
| Debt | 1.00 |
| Debt | 1.00 |
Subtotal Debt: 1.00
| Debt | 1.00 |
| Debt | 1.00 |
| Debt | 1.00 |
Subtotal Debt: 1.00
Subtotal Debt: 1.00
| Debt | 1.00 |
Subtotal Debt: 1.00
Subtotal Debt: 1.00
| Debt | 1.00 |
Subtotal Debt: 1.00
Subtotal Debt: 1.00
| Debt | 1.00 |
Subtotal Debt: 1.00
Subtotal Debt: 1.00
CITY GOLD CREDIT CAPITAL LIMITED
(1) The following terms apply to the 100% of the total monthly income for the period 2011-2024 is included in the following table:
| Item | Description | Amount |
| 1 | Capital | 1.00 |
| 2 | Debt | 1.00 |
| 3 | Debt | 1.00 |
| 4 | Debt | 1.00 |
| 5 | Debt | 1.00 |
Subtotal Debt: 1.00
| Debt | 1.00 |
Subtotal Debt: 1.00
Subtotal Debt: 1.00
CITY GOLD CREDIT CAPITAL LIMITED
(1) The following terms apply to the 100% of the total monthly income for the period 2011-2024 is included in the following table:
| Item | Description | Amount |
| 1 | Capital | 1.00 |
| 2 | Debt | 1.00 |
| 3 | Debt | 1.00 |
Subtotal Debt: 1.00
Subtotal Debt: 1.00
CITY GOLD CREDIT CAPITAL
The following terms apply to the 100% of the total monthly income for the period 2011-2024 is included in the following table:
| Item | Description | Amount |
| 1 | Capital | 1.00 |
| 2 | Debt | 1.00 |
| 3 | Debt | 1.00 |
Subtotal Debt: 1.00
Subtotal Debt: 1.00
नई दिल्ली
जलजाता
3 जून, 2016
19
KATI PATANG LIFE STYLE LIMITED
Registrarad Office: 9-101, Panchishant Park, New Delhi-110017
CIN-L: 7330603-1460PL/2847831
EXTRACT STATEMENT OF AUDITED STANDLONE & CONSOLIDATED TRANSFER: DRUGS & FORESTS: VERA KHURU & TAMARU SHEET
(Figures No. in 1, 2, 3, 4)
प्रत्येक मोड़ के निवेदन उपलब्ध निम्नलिखित वेबसाइटों के लिए उपलब्ध है:
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प्रत्येक मोड़ के निवेदन उपलब्ध निम्नलिखित वेबसाइटों के लिए उपलब्ध है:
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प्रत्येक मोड़ के निवेदन उपलब्ध निम्नलिखित वेबसाइटों के लिए उपलब्ध है:
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प्रत्येक मोड़ के निवेदन उपलब्ध निम्नलिखित वेबसाइटों के लिए उपलब्ध है:
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प्रत्येक मोड़ के निवेदन उपलब्ध निम्नलिखित वेबसाइटों के लिए उपलब्ध है:
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प्रत्येक मोड़ के निवेदन उपलब्ध निम्नलिखित वेबसाइटों के लिए उपलब्ध है:
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प्रत्येक मोड़ के निवेदन उपलब्ध निम्नलिखित वेबसाइटों के लिए उपलब्ध है:
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प्रत्येक मोड़ के निवेदन उपलब्ध निम्नलिखित वेबसाइटों के लिए उपलब्ध है:
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प्रत्येक मोड़ के निवेदन उपलब्ध निम्नलिखित वेबसाइटों के लिए उपलब्ध है:
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WEDNESDAY, JUNE 3, 2024
WWW.FINANCIALEXPRESS.COM
FINANCIAL EXPRESS
MobiKwik
ONE MOBIKWIK SYSTEMS LIMITED
Registered Office: Unit No. 102, 1st Floor, Block B, Pegasus One, Gulf Course Road,
Seckel 63, Gunugram, Haryana-122003, India
Ph: +91 (124) 495-3344 | CIN: L64201Hf0206PLC650766 | www.mobikwik.com| [email protected]
Form PAS-1
[Pursuant to section 27(1) and rule7(2) of Companies (Prospectus and Abstract of Securities) Rules, 2014].
Advertisement giving details of notice of special resolution for varying the terms of any contract referred to in the prospectus or altering the objects for which the prospectus was issued
Corporate Identification Number: (CIN) L64201Hf0206PLC650766
Name of the Company: One Mobikwik Systems Limited
Registered office address: Unit 102, Block B, Pegasus One, 1st Floor, Gulf Course Road, Seckel 63, Gunugram 122003, Haryana, India
PUBLIC NOTICE
Notice is hereby given that by a resolution dated May 22, 2026, the Board of Directors ("the Board") has proposed to vary the objects' terms of utilization of the Initial Public Offering ("IPO") proceeds ("IPO Proceed") and modification of the time line for utilization of the IPO proceeds as stated in the prospectus dated December 14, 2024 ("Prospectus"), in connection with the IPO of the Company, which consisted of fresh issue of 20,501,765 equity shares at an issue price of INR 279+ per share aggregating to INR 3,719,988,868+ was made.
In pursuance of the said board resolution dated May 22, 2026, further notice is given that for approving the proposed variation of the object/terms of utilization of IPO proceeds and modification of the time line for utilization of IPO proceeds, a special resolution is proposed to be obtained through postal ballot.
The details regarding such variation/alteration are as follows:
- Particulars of the terms of the contract to be varied (or object to be altered): the Company had outlined the following items as the object towards the IPO proceeds in the Section "Objects of the Offer" in the Prospectus dated December 14, 2024, in connection with the IPO:
| Particulars | IPO Funds | FY25 | FY26 | FY27 |
|---|---|---|---|---|
| Funding organic growth in our financial services business | 1,500.00 | 968 | 552 | - |
| Funding organic growth in our payment services business | 1,350.00 | 537 | 428 | 374 |
| Research and development in data, ML and AI and product and technology | 1,070.00 | 651 | 419 | - |
| Capital expenditure for our payment devices business | 702.85 | 282.85 | 241 | 176 |
| General corporate purposes* | 682.32 | 682.32 | - | - |
| Net Proceeds | 5,305.17 | 3,121.17 | 1,631.00 | 553 |
*The total amount to be utilized towards general corporate purposes will not exceed 25% of the gross proceeds of the Fresh Issue, in accordance with the SEBI ICDIP-Regulations.
The Board at their meeting held on May 22, 2026, had approved the aforesaid proposal to vary the terms of the object/timelines for utilization of IPO proceeds, subject to approval of the Shareholders by way of special resolution.
The details regarding such variation are as follows:
| Object Cause | Original / Revised Objects as stated in the Prospectus | Total Proceeds dated (IN Btc.) | Proceeds utilized at the end of FY 2026 (in Btc.) | Proceeds unutilized at End of FY2026 (in Btc.) | Change (in Btc.) | FY2027 revised amount available after variation (in Btc.) | Details of Variation |
|---|---|---|---|---|---|---|---|
| Object 1 | Funding organic growth in our financial services business | 1,500.00 | 891.5 | 608.5 | -608.5 | - | F608.5 Mn allocated from Object 1 to revised Object 1 |
| Revised Object 1 | Investment in Mobikwik Distribution Services Private Limited (Formerly known as Mobikwik Credit Private Limited) (MDSPL), wholly-owned subsidiary of the Company to operate as a Landing Service Provider ("LSP") | - | - | - | +609.5 | 608.5 | F608.5 Mn allocated from Object 1 to revised Object 1 & Extension in timeline upto FY27 |
| Object 2 | Funding organic growth in our payment services business | 1,350.00 | 976 | 374 | + 336.5 | 710.5 | F266.5 Mn allocated from Object 4 to Object 2 |
| Object 3 | Research and development in data, ML and AI and product and technology | 1,070.00 | 817.4 | 252.6 | - | 252.6 | Extension in timeline upto FY27* |
| Object 4 | Capital expenditure for our payment devices business | 702.9 | 116.4 | 586.5 | -336.5 | 250 | F266.5 Mn allocated from Object 4 to Object 3 |
| Object 5 | General Corporate Purposes | 682.3 | 682.3 | - | + 39.1 | 39.1 | F26.1 Mn allocated from IPO Issue Expense to Object 5** |
| Total from Net Proceeds | 5,305.28 | 3,483.60 | 1,621.60 | 39.1 | 1,860.70 | ||
| IPO Issue Expense | 414.8 | 360.3 | 54.5 | -39.1 | 15.4** | F26.1 Mn allocated from IPO Issue Expense to Object 5** | |
| Total from Gross Proceeds | 5,720.00 | 3,843.90 | 1,878.10 | - | 1,879.10 |
-
F202 million would be utilized towards Product and technology and F52.6 million towards Data, ML and AI
**The remaining F10.4 Mn remains in the exome account owing to the objects between the Company & DAM Capital and SBI Caps & DAM Capital. Based on the outcome of the aforesaid dispute as decided by a court or adjudicating body, any amount awarded to the Company will also be reallocated to Object 5. -
Particulars of the proposed variation/alteration: please refer to table given in point 1 above for the details of original objects and the proposed variation & alteration.
3. Reasons/Justification for the variation:
Background and Rationale for Proposed Modification - Object 1
At the time of the Company's fund issue, an amount of $1000 million was allocated towards funding organic growth in the financial services business of the Company (Object 1). Out of the said amount, $581.5 million has already been utilized towards the financial services business in line with the stated object. Though the Company intended to utilize the entire proceeds under this object by the end of FY 2025-26, however, owing to the fact that the Company had only 3 months available in FY 2024-25 (Dec 2024 - Mar 2025) to utilize the funds allocated for the entire year, the proposed utilization could not be achieved. Further, the Company, in October 2025, for expansion of its financial services business footprint, applied for a license to operate as a Non-Banking Financial Company ("NBFC"), through its wholly owned subsidiary namely Mobikwik Financial Services Private Limited (MFSPL). The application was approved by the Reserve Bank of India on March 26, 2026, subject to fulfilment of certain procedure requirements. Including, near site, the transfer of the Landing Services Provided Business (LSP Business) from the Company to a wholly owned subsidiary namely Mobikwik Distribution Services Private Limited (MDSPL) (formerly known as Mobikwik Credit Private Limited). Accordingly, the unutilised proceeds from Object No 1, originally raised in IPO for the purpose of LSP business in the Company, are being proposed to be utilized for making an equity investment in MDSPL, for MDSPL to be able to carry out the LSP Business. Please note that the movement of the LSP Business from the holding Company to MDSPL is merely a restructuring activity, without impacting the operations and revenue of the LSP Business.
Background and Rationale to reallocate funds from Object 2 to Object 3
At the time of the Offer, the Company proposed to allocate $702.85 million under Object 4 towards capital expenditure for the payment devices business of the Company. Under this object, based on the prevailing market rates of soundbox and EDC acquisition, the Company had proposed to acquire 26,501 EDC machines and 500-250 soundboxes. At the end of March 31, 2026, F585.5 remains unutilised in Object 4. The Company is aiming to grow its offline merchant business substantially by the end of FY 2026. To achieve this target, the Company would require not only the capital to purchase hardware such as EDC machines and soundboxes but also capital to enable device deployment to merchants. Deployment costs include costs towards manpower, business promotion, advertisement and other merchant-related costs. The aforesaid costs were factored in Object 2. Funding organic growth in our payment services business' to be allocated towards acquisition of consumers (which includes customers and merchants). To achieve its growth objective influencing, the Company would require additional funds to be infused in Object 3 as stated above. Therefore, it is proposed that out of F586.5 unutilised in Object 4 will be used in following manner:
a. $255.0 million will be utilized for capital expenditure towards payment devices (EDC and soundboxes) in Object 4 (warringly proposed).
b. $336.5 million will be used towards the deployment costs in Object 2 (proposed reallocation from Object 4).
Extension in timeline for Object 3
The Company had filed DPHP on January 30, 2024 and planned to provide an IPO in 02 of FY 2024-25. However, the same was launched on December 15, 2024. As a result, the Company had only 3 months available in FY 2024-25 to utilize the funds allocated for the entire year. Due to the limited time available in FY 2024-2025, the Company was not able to utilize funds for recruitment of in-house personnel for research and development in data, ML and AI and product and technology as stated in Object 3. Accordingly, it is proposed to extend the timeline for utilization of the remaining proceeds upto FY 2026-27. The proposed extension strengthens overall objects of the issue and is considered to be in the best interests of the Company and its stakeholders.
Rationale to reallocate funds from IPO Issue Expense to Object 5
The IPO issue expenses disclosed in the Prospectus were based on the estimated expenses at that relevant time. As per the offer document, the total IPO issue expenses estimated were $114.8 million. Out of the estimated amount, the Company utilized F260.3 million for fulfilment of its obligations. Accordingly, as on March 31, 2026 a balance of $54.5 million remains unutilized. Now, in order to ensure optimum utilization of the issue proceeds and align it with the present business and operational requirements of the Company, it is proposed to reallocate the aforesaid unutilized amount towards objects 5 as listed.
a. $30.1 million be reallocated to Object 5 in FY2027
b. The remaining $15.4 Mn remains in the exome account owing to the dispute between the Company & DAM Capital and SBI Caps & DAM Capital. Based on the outcome of the aforesaid dispute as decided by a court or adjudicating body, any amount awarded to the Company will also be reallocated to Object 5.
A Effect of the proposed variation/alteration on the financial position of the company
The proposed alteration/reallocation is not expected to have any adverse material impact on the existing operations, profitability, cash flows or financial position of the Company. The proposed utilization is intended towards efficient deployment of available funds in line with the business requirements and strategic objectives of the Company and is expected to support operational and financial efficiency in the long term.
1. Major Risk factors pertaining to the new Objects
The Company has received in principle approval from the Reserve Bank of India for registration of its subsidiary, Mobikwik Financial Services Private Limited (MFSPL), as a Non-Banking Financial Company (NBFC). However, the grant of the Certificate of Registration remains contingent, amongst other conditions, upon the successful transfer of LSP business to its subsidiary MDSPL, and there can be no assurance that such registration will be granted within the anticipated timeline, or at all. Also, the transfer of the LSP business to MDSPL by way of during sale involves migration of operations, systems, leading partner contracts and people, and may result in temporary disruption to loan-deducting activity and associated like income during the transition period. Further, certain existing lending partners may be unwilling to migrate their contractual arrangements to MDSPL or may seek to renegotiate on less favourable commercial terms. The revised deployment of funds, including investment in a wholly-owned subsidiary, expansion of payment services, research and development in data, machine learning and artificial intelligence, capital expenditure for payment devices, and general corporate purposes, may not yield the intended strategic, operational, or financial benefits, and delays, cost overruns, adverse market conditions, regulatory changes, technology obsolescence, integration challenges, or an adverse outcome in respect of the pending dispute relating to IPO issue expenses may materially and adversely affect the Company's business, financial condition, results of operations and cash flows. All forward-looking statements are subject to risks and uncertainties, and actual results may differ materially from those anticipated. Investors are advised to read the complete Notice and Explanatory Statement before exercising their vote.
6. Names of Directors who voted against the proposed variation/alteration
None of the Directors have voted against the proposed variation.
Any interested person may obtain the copy of the special resolution along with the explanatory statement free of charge at the registered office of the company at Unit No. 102, 1st Floor, Block B, Pegasus One, Gulf Course Road, Seckel 63, Gunugram, Haryana-122003, India or at the office of its Company Secretary- Ms. Amita Sharma at Unit No. 102, 1st Floor, Block-B, Pegasus One, Gulf Course Road, Seckel 63, Gunugram, Haryana-122003, India or visit the website of the Company via https://www.mobikwik.com/imwading/portal-batch/FY2026-27 for a copy of the same.
Place: Gurgaon
Date: June 02, 2026
For One Mobikwik Systems Limited
Ujasana Rujishidran Talu
Chief Financial Officer
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18 | जलखता | 3 जून, 2026 |
VobiKwik
ONE MONKWIK SYSTEMS LIMITED,
Registered Office: Unit No. 102, 1st Floor, Block-B, Pegasus One, Golf Course Road,
Sector-03, Gunugrem, Haryana-132053, India.
Ph: +91 (124) 455-3344 | CIN: L45001V85200BFLC053786 | www.vodokwik.com | [email protected]
Form PA5-1
[Pursuant to section 37(1) and rule7(2) of Companies (Prospectus and Attainment of Securities) Rules, 2014]
Advertisement giving details of notice of special resolution for varying the terms of any contract referred to in the prospectus or altering the objects for which the prospectus was issued
Corporate Identification Number: (CIN) L44201V85200BFLC053786
Name of the Company: One Mobikwik Systems Limited
Registered office address: Unit 102, Block-B, Pegasus One, 1st Floor, Golf Course Road, Sector-03 Gunugrem 122053, Haryana, India
PUBLIC NOTICE
Notice is hereby given that by a resolution dated May 22, 2026, the Board of Directors ("the Board") has proposed to vary the objects' terms of utilisation of the Initial Public Offering ("IPO") proceeds ("IPO Process") and modification of the time line for utilisation of the IPO proceeds as stated in the prospectus dated December 14, 2024 ("Prospectus"), in connection with the IPO of the Company, which consisted of fresh issue of 20,501,792 equity shares at an issue price of INR 275/- per share aggregating to INR 5,719,999,966/- was made.
In pursuance of the said board resolution dated May 22, 2026, further notice is given that for approving the proposed variation of the objects/terms of utilisation of IPO proceeds and modification of the time line for utilisation of IPO proceeds, a special resolution is proposed to be obtained through postal ballot.
The details regarding such variation/alteration are as follows:
- Particulars of the terms of the contract to be varied (or object to be altered): the Company had outlined the following items as the object towards the IPO proceeds in the Section "Objects of the Offer" in the Prospectus dated December 14, 2024, in connection with the IPO:
| Particulars | IPO Funds | FY25 | FY26 | FY27 |
|---|---|---|---|---|
| Funding organic growth in our financial services business | 1,500.00 | 965 | 932 | - |
| Funding organic growth in our payment services business | 1,350.00 | 537 | -439 | 374 |
| Research and development in data, ML and AI and product and technology | 1,070.00 | 651 | -419 | - |
| Capital expenditure for our payment devices business | 752.85 | 292.85 | 241 | 179 |
| General corporate purposes* | 682.32 | 662.32 | ||
| Net Proceeds | 5,305.17 | 3,121.17 | 1,631.00 | 553 |
*The total amount to be utilised towards general corporate purposes will not exceed 25% of the gross proceeds of the Fresh Issue, in accordance with the SEBI ECR Regulations.
The Board at their meeting held on May 22, 2026, had approved the aforesaid proposal to vary the terms of the objects/metres for utilisation of IPO proceeds, subject to approval of the Shareholders by way of special resolution.
The details regarding such variation are as follows:
| Object Clause | Original / Revised Objects as stated in the Prospectus | Total Proceeds raised (IN M/c) | Proceeds utilised at the end of FY 2026 (in M/c) | Proceeds unutilised at End of FY2026 (in M/c) | Change (in M/c) | FY2027 revised amount available after variation (in M/c) | Details of Variation |
|---|---|---|---|---|---|---|---|
| Object 1 | Funding organic growth in our financial services business | 1,500.00 | 891.5 | 608.5 | -608.5 | - | R658.5 M/c allocated from Object 1 to revised Object 1 |
| Revised Object 1 | Investment in Mobihwik Distribution Services Private Limited (Formerly known as Mobihwik Credit Private Limited) (MDSPL), wholly-owned subsidiary of the Company to operate as a Landing Service Provider (1,6P*) | - | - | - | +608.5 | 608.5 | R658.5 M/c allocated from Object 1 to revised Object 1 & Extension in timeline upto FY27 |
| Object 2 | Funding organic growth in our payment services business | 1,350.00 | 976 | 374 | + 336.5 | 710.5 | F266.5 M/c allocated from Object 4 to Object 2 |
| Object 3 | Research and development in data, ML and AI and product and technology | 1,070.00 | 817.4 | 252.6 | - | 252.6 | Extension in timeline upto FY27* |
| Object 4 | Capital expenditure for our payment devices business | 702.9 | 116.4 | 586.5 | -206.5 | 250 | F266.5 M/c allocated from Object 4 to Object 2 |
| Object 5 | General Corporate Purposes | 682.3 | 682.3 | - | + 38.1 | 38.1 | F26.1 M/c allocated from IPO Issue Expense to Object 5** |
| Total from Net Proceeds | 5,305.20 | 3,483.60 | 1,621.60 | 39.1 | 1,800.70 | ||
| IPO Issue Expense | 414.8 | 360.3 | 54.5 | -39.1 | 15.4** | F26.1 M/c allocated from IPO Issue Expense to Object 5** | |
| Total from Gross Proceeds | 5,720.00 | 3,843.90 | 1,678.10 | - | 1,876.10 |
-
F2027 million would be utilised towards Product and technology and F53.6 million towards Data, ML and AI
** The remaining FY5.4 M/c remains in the source account owing to the dispute between the Company & DAM Capital and SBI Caps & DAM Capital. Based on the outcome of the aforesaid dispute as decided by a court or adjudicating body, any amount awarded to the Company will also be reallocated to Object 5. -
Particulars of the proposed variation/alteration: please refer to table given in point 1 above for the details of original objects and the proposed variation & alteration.
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Reasons/Justification for the variation
Background and Rationale for Proposed Modification - Object 1
At the time of the Company's back issue, an amount of FY25 million was allocated towards funding organic growth in the financial services business of the Company (Object 1). Out of the said amount, R661.5 million has already been utilised towards the financial services business in line with the stated object. Though the Company intended to utilise the entire proceeds under this object by the end of FY 2026-26, however, owing to the fact that the Company had only 3 months available in FY 2024-25 (Dec 2024 - Mar 2025) to utilise the funds allocated for the entire year, the proposed utilisation could not be achieved. Further, the Company, in October 2025, for expansion of its financial services business footprint, applied for a license to operate as a Non-Banking Financial Company ("NBFC"), through its wholly owned subsidiary namely Mobihwik Financial Services Private Limited (MFSPL). The application was approved by the Reserve Bank of India on March 26, 2026, subject to fulfilment of certain procedural requirements, including, inter alia, the transfer of the Landing Services Provided Business (LSP Business) from the Company to a wholly owned subsidiary namely Mobihwik Distribution Services Private Limited (MDSPL) (formerly known as Mobihwik Credit Private Limited). Accordingly, the unutilised proceeds from Object No.1, originally raised in IPO for the purpose of LSP business in the Company, are being proposed to be utilised for making an equity investment in MDSPL, for MDSPL to be able to carry out the LSP Business. Please note that the movement of the LSP Business from the holding Company to MDSPL is merely a restructuring activity, without impacting the operations and revenue of the LSP Business.
Background and Rationale to reallocate funds from Object 4 to Object 2
At the time of the Offer, the Company proposed to allocate FY22.85 million under Object 4 towards capital expenditure for the payment devices business of the Company. Under this object, based on the prevailing market rates of securities and SOC acquisition, the Company had proposed to acquire 38,007 SOC machines and 600,000 foundations. At the end of March 31, 2026, R586.5 remains unutilised to Object 4. The Company is aiming to grow its offline merchant business substantially by finance of FY 2026. To achieve this target, the Company would require not only the capital to purchase hardware such as EDC machines and soundboxes but also capital to enable device deployment to merchants. Deployment costs include costs towards manpower, business promotion, advertisement and other merchant related costs. The aforesaid costs were factored in Object 2. Funding organic growth in our payment services business* to be allocated towards acquisition of consumers (which includes customers and merchants). To achieve its growth objective effectively, the Company would require additional funds to be utilised in Object 2 as stated above. Therefore, it is proposed that out of R586.5 unutilised in Object 4 will be used in following manner:
- R250.5 million will be utilised for capital expenditure towards payment devices (EDC and soundboxes) in Object 4 (euro/ginatly proposed)
- R336.5 million will be used towards the deployment costs in Object 2 (proposed reallocation from Object 4)
Extension in timeline for Object 3
The Company had filed CRHP on January 24, 2024 and planned to launch its IPO in Q1 of FY 2024-25; however, the same was launched on December 16, 2024. As a result, the Company had only 3 months available in FY 2024-25 to utilise the funds allocated for the entire year. Due to the limited time available in FY 2024-2025, the Company was not able to utilise funds for recruitment of in-house personnel for research and development in data, ML and AI and product and technology as stated in Object 3. Accordingly, it is proposed to extend the timeline for utilisation of the remaining proceeds upto FY 2026-27. The proposed extension strengthens overall objects of the Issue and is considered to be in the best interests of the Company and its stakeholders.
Rationale to reallocate funds from IPO Issue Expense to Object 3
The IPO issue expenses disclosed in the Prospectus were based on estimated expenses at that relevant time. As per the offer document, the total IPO issue expenses estimated were R114.9 million. Out of the estimated amount, the Company utilised R366.3 million for fulfilment of its obligations. Accordingly, as on March 31, 2026 a balance of R34.5 million remains un-utilised. Now, in order to ensure optimum utilisation of the Issue proceeds and align it with the present business and operational requirements of the Company, it is proposed to reallocate the aforesaid unutilised amount towards objects it as below:
- R36.1 million be reallocated to Object 3 in FY2027
-
The remaining FY5.4 M/c remains in the source account owing to the dispute between the Company & DAM Capital and SBI Caps & DAM Capital. Based on the outcome of the aforesaid dispute as decided by a court or adjudicating body, any amount awarded to the Company will also be reallocated to Object 5.
-
Effect of the proposed variation/alteration on the financial position of the company- The proposed alteration/reallocation is not expected to have any adverse material impact on the existing operations, profitability, cash flows or financial position of the Company. The proposed utilisation is intended towards efficient deployment of available funds in line with the business requirements and strategic objectives of the Company and is expected to support operational and financial efficiency in the long term.
-
Major Risk factors pertaining to the new Objects- The Company has received in principal approval from the Reserve Bank of India for registration of its subsidiary, Mobihwik Financial Services Private Limited (MFSPL), as a Non-Banking Financial Company (NBFC). However, the grant of the Certificate of Registration remains contingent, amongst other conditions, upon the successful transfer of LSP business to its subsidiary MDSPL, and there can be no assurance that such registration will be granted within the applicable timeline, or at all, also, the transfer of the LSP business to MDSPL to policy, or policy upon the new migration of operations, systems, lending partner contracts and people, and may result in temporary disruption to loan disbursal activity and/or insurance during the transition period. Further, certain existing lending partners may be unwilling to migrate their contractual arrangements to MDSPL or may seek to renegotiate on less favourable commercial terms. The revised deployment of funds, including investment in a wholly-owned subsidiary, expansion of payment services, research and development in data, machine learning and artificial intelligence, capital expenditure for payment devices, and general corporate purposes, may not yield the intended strategic, operational, or financial benefits, and delays, cost overturns, adverse market conditions, regulatory changes, technology obsolescence, integration challenges, or an adverse outcome in respect of the pending dispute relating to IPO issue expenses may materially and adversely affect the Company's business, financial condition, results of operations and cash flows. All forward-looking statements are subject to risks and uncertainties, and actual results may differ materially from those anticipated. Investors are advised to read the complete Notice and Opportunity Statement before exercising their role.
-
Names of Directors who voted against the proposed variation/alteration- None of the Directors have voted against the proposed variation.
Any interested person may obtain the copy of the special resolution along with the explanatory statement free of charge at the registered office of the company at Unit No. 102, 1st Floor, Block-B, Pegasus One, Golf Course Road, Sector-03, Gunugrem, Haryana-132053, India or at the office of its Company Secretary- Ms. Amita Sharma at Unit No. 102, 1st Floor, Block-B, Pegasus One, Golf Course Road, Sector-03, Gunugrem, Haryana-132053, India or visit the website of the Company at: https://www.vodokwik.com/mixed/ngs/pocket ballot/FY2026-27 for a copy of the same.
Please: Gunugrem
Date: June 02, 2026
For One Mobihwik Systems Limited
Sidi
Upasana Rujidnishan Talks
Chief Financial Officer