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Sanchay Finvest Ltd Proxy Solicitation & Information Statement 2026

Jan 14, 2026

63788_rns_2026-01-14_e57de680-5339-47f0-bab3-df8f9ebec90d.pdf

Proxy Solicitation & Information Statement

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SANCHAY FINVEST LTD.

806, Dev Plaza, 68, S. V. Road, Andheri (West), Mumbai - 400 058. Tel. : 2620 5500, 2671 6288 Fax : 2620 6072 E-mail : [email protected] Member : National Stock Exchange of India Ltd.

Date: 14 January, 2026

To,

The Secretary, The Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001.

~BSE CODE: 511563

A E I w o

As required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), we submit herewith the Notice of the Extra-Ordinary _General Meeting (EGM) scheduled to be held on Monday 9th February, 2026 at 3:00 P.M at the registered office of the Company i.e. No. 5-8-272, 276 & 322, Ayesha Residency, Public Garden Road, Nampally, Hyderabad, Telangana, 500001.

In compliance with above mentioned circulars, Notice of Extra-Ordinary General Meeting (EGM) has been sent in electronic mode to Members whose email IDs are registered with the Company or the Depository Participant(s).

In compliance with Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, Regulation 44 of the Listing Regulations and Secretarial Standard - 2 on General Meetings issued by The Institute of Company Secretaries of India, the Company is providing the facility to Members to exercise their right to vote by electronic means on Resolutions proposed to be passed at EGM. The Company has ~engaged Central Depository Service (India) Limited (CDSL) for providing facility for voting through remote e-Voting, for participation in the EGM and Voting during the EGM.

Key information:

Cut-off Date Monday 2nd February, 2026
Day, Date and time of commencement of remote Friday 6th February, 2026 at 9:00 a.m. (IST)
e-Voting
Day, Date and time of end of remote e-Voting Sunday, 8th February, 2026 at 5:00 p.m. (IST)
Extra-Ordinary General Meeting Monday 9th February, 2026 at 03:00 p.m.

806, Dev Plaza, 68, S. V. Road, Andheri (West), Mumbai -400 058. Tel. : 2620 5500, 2671 6288 Fax : 2620 6072 E-mail : [email protected] Member : National Stock Exchange of India Ltd.

The copy of the Notice of EGM is also available on the Website of the Company at www.sanchayfinvestin. and on the website of the Stock Exchange ie, BSE limited at www.bseindia.com

Kindly acknowledge and take on record the same.

Thanking you,

For Sanchay Finvest Limited,

Naresh Kumar 2o/l signedby Naresh Kumar Sharma Date:2026.01.1420:33:41 Sharma =T

Naresh Kumar Nandlal Sharma Managing Director (DIN: 00794218)

NOTICE

NOTICE is hereby given that the Extraordinary General Meeting (EOGM) of the members of SANCHAY FINVEST LIMITED will be held on Monday 9th February, 2026 at 3:00 P.M. at the Registered office of the company situated at 209, Rajani Bhuvan, 569 M.G. Road Indore, Madhya Pradesh 452001, to transact the following business(es):

1. INCREASE IN AUTHORISED SHARE CAPITAL:

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 13(1) read with Section 61 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or reenactment thereof) and rules made thereunder, the Authorised Share Capital of the Company be and is hereby increased from the existing Rs. 8,00,00,000 (Rupees Eight crores Only) divided into 80,00,000 (Eighty Lacs) Equity shares of Rs 10/- each into (i) Rs. 4,00,00,000 (Rupees Four crores) divided into 40,00,000 (Forty Lacs) Equity Shares of Rs. 10/- (Rupee Ten Only) each and (ii) Rs. 4,00,00,000 (Rupees Four crores) divided into 4,00,000 (Four Lacs) Non-cumulative redeemable Preference share of Rs 100/- each to Rs. 12,00,00,000 /- (Rupees Twelve Crores Only) divided into (i) Rs. 8,00,00,000 (Rupees Eight crores) divided into 80,00,000 (Eighty Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each and Rs. 4,00,00,000 (Rupees Four crores) divided into 4,00,000 (Four Lacs) Non-cumulative redeemable Preference share of Rs 100/- each.

RESOLVED FURTHER THAT the following Clause be substituted for Clause V of the Memorandum of Association of the Company:

"V. The Authorised Share Capital of the Company is Rs. 12,00,00,000 /-(Rupees Twelve Crores Only) divided into (i) Rs. 8,00,00,000 (Rupees Eight crores) divided into 80,00,000 (Eighty Lacs) Equity Shares of Rs. 10/- (Rupees Ten Only) each and Rs. 4,00,00,000 (Rupees Four crores) divided into 4,00,000 (Four Lacs) Non-cumulative redeemable Preference share of Rs 100/- each capable of being modified in accordance with the legislative provisions for the time being in force in this behalf."

RESOLVED FURTHER THAT any Directors of the Company and Company Secretary of the Company be and are hereby severally authorized to sign necessary e-forms and returns and other documents and to do all such acts, deeds and things as may be necessary or incidental to give effect to the above resolutions and to give such directions as may be necessary or expedient and to settle any question, difficulty or doubt that may arise in this regard as the Board in its absolute discretion may deem necessary or desirable."

2. ISSUE AND ALLOTMENT OF 48,50,000 EQUITY SHARES TO THE NON-PROMOTERS CATEGORIES OF PERSONS ON PREFERENTIAL BASIS:

To consider and if thought fit, to pass, with or without modification (s), the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014, as amended, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI (ICDR) Regulations"), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"), Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 ("SEBI Takeover Regulations") and any other applicable laws, rules and regulations, circulars, notifications, clarifications, guidelines issued by the Government of India, the Securities and Exchange Board of India ("SEBI") and the Stock Exchange where the shares of the Company are listed ("Stock Exchange"), or any other authority / body and enabling provisions in the Memorandum and Articles of Association of the Company, and subject to necessary approvals, sanctions, permissions of appropriate statutory / regulatory and / or other authorities and persons, if applicable and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals / sanctions / permissions and / or consents, if any, and which may be agreed by the Board of Directors of the Company (hereinafter referred to as "the Board" which term shall be deemed to include any committee(s), which the Board has constituted or may constitute to exercise its powers, including the powers conferred on the Board by this resolution), consent of the Members of the Company be and is hereby accorded to the Board, to create, issue, offer and allot, from time to time, in one or more tranches, upto 48,50,000 (Forty Eight Lakh and Fifty Thousand) Equity Shares at a price of Rs. 10/- per Equity Share ("Equity Share Issue Price") of the face value of Rs. 10/- (Rupees Ten Only) each of the Company, for an amount upto 4,85,00,000/- (Rupees Four Crore and Eighty Five Lakhs only) to, the below mentioned persons ("Proposed Allottee/s") for cash and in such form and manner and in accordance with the provisions of SEBI (ICDR) Regulations and SEBI Takeover Regulations or other applicable laws and on such terms and conditions as the Board may, in its absolute discretion think fit and without requiring any further approval or consent from the Members:

Sr. Name of Allottees Category No.
of
Equity
Investment
No. Shares amount
(up to) (up to in Rs)
1 RUSHABH
PRAFUL
Non 9,30,000 93,00,000
SATRA Promoter
2 VRUTIKA
PRAFUL
Non 9,20,000 92,00,000
SATRA Promoter
3 ANIL
BABUBHAI
Non 15,00,000 1,50,00,000
MEHTA Promoter
4 SHANKAR
DAYAL
Non 5,00,000 50,00,000
SINGH Promoter
5 SAUMYA SINGH Non
Promoter
10,00,000 1,00,00,000
48,50,000 4,85,00,000
TOTAL

RESOLVED FURTHER THAT in accordance with the provisions of Chapter V of the SEBI (ICDR) Regulations the "Relevant Date" for the purpose of calculating the floor price for the issue of Equity Share be and is hereby fixed as Friday 9th January, 2026, being the date 30 days prior to the date of Extra-Ordinary General Meeting i.e. Monday, February 09, 2026.

RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of Equity Shares shall be subject to the following terms and conditions:

  • a) The Equity shares to be issued and allotted shall be fully paid up and rank paripassu with the existing equity shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof and be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company;
  • b) The Equity Shares shall be allotted by the Company to the Proposed Allottees in dematerialized form within a period of 15 (Fifteen) days from the date of receipt of Members approval, provided that, where the issue and allotment of the said Equity Shares is pending on account of pendency of approval of any Regulatory Authority (including, but not limited to BSE and/or SEBI) or the Government of India, the issue and allotment shall be completed within a period of 15 (Fifteen) days from the date of receipt of last of such approvals;
  • c) The price determined above shall be subject to appropriate adjustments as permitted under the rules, regulations, and laws, as applicable from time to time;
  • d) The entire pre-preferential equity shareholding of the Proposed Allottees, if any, shall be subject to lock-in as per Regulation 167(6) of the SEBI ICDR Regulations;
  • e) The Equity Shares to be allotted shall be subject to locked in for such period as specified in the provisions of Chapter V of SEBI ICDR Regulations and any other applicable law for the time being in force;
  • f) The Equity Shares to be issued & allotted to the Proposed Allottees pursuant to the Preferential Issue shall be listed and traded on the stock exchange where the existing equity shares of the Company are listed, subject to the receipt of necessary regulatory permissions and approvals, as the case may be;
  • g) The Equity shares to be offered/issued and allotted shall not be sold, transferred, hypothecated, or encumbered in any manner during the period of lock-in provided under the SEBI ICDR Regulations except to the extent and in the manner permitted thereunder;
  • h) The Proposed Allottees shall, on or before the date of allotment of equity shares, pay an amount equivalent to 100% of the consideration for the Equity Shares to be allotted in line with the requirements of Regulation 169(1) of the SEBI ICDR Regulations;

i) The consideration for allotment of Equity Shares shall be paid to the Company from the bank account of the Proposed Allottees;

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary or desirable to give effect to the above resolutions, including without limitation to issue and allot Equity Shares, to issue certificates/ clarifications on the issue and allotment Equity Shares, including making applications to Stock Exchange for obtaining of in-principle approval, filing of requisite documents with the Registrar of Companies (ROC), National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and/ or such other authorities as may be necessary for the purpose, seeking approvals from lenders (where applicable), to take all such steps as may be necessary for the admission of the Equity Shares with the depositories, viz. NSDL and CDSL and for the credit of such Shares to the respective dematerialized securities account of the proposed allottees, and to delegate all or any of the powers conferred by the aforesaid resolutions on it to any committee of Directors or any Director(s) or officer(s) of the Company and to revoke and substitute such delegation from time to time, to give effect to the above resolutions and also to initiate all necessary actions for and to settle all questions, difficulties, disputes or doubts whatsoever that may arise, including without limitation in connection with the issue and utilization of proceeds thereof, and take all steps and decisions in this regard."

RESOLVED FURTHER THAT all actions taken by the Board or committee(s) duly constituted for this purpose in connection with any matter(s) referred to or contemplated in the foregoing resolution be and are hereby approved, ratified, and confirmed in all respects."

3. SHIFTING OF REGISTERED OFFICE FROM STATE OF MADHYA PRADESH TO STATE OF MAHARASHTRA:-

To consider and if thought fit, pass with or without modification(s), following resolution as Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 12 read with Section 13 and other applicable provisions, if any, of the Companies Act, 2013 read with Articles of Association of the Company and subject to such approvals, consents, sanctions and permissions from any appropriate authority/(ies) as may be necessary and subject to the approval of shareholders of the company and approval of the Central Government , the consent of the board be and is hereby given to shift of registered office of the company from State of Madhya Pradesh to State of Maharashtra;

RESOLVED FURTHER THAT Clause II of the Memorandum of Association of the company is altered to read as:

"The registered office of the company will be situated in the State of Maharashtra."

RESOLVED FURTHER THAT Any director or Company secretary of the company be and are hereby authorized to enter file such e-forms with Registrar of Companies, Mumbai Maharashtra and authorize to do such act, deeds, and things as are necessary to give effect to above Resolution."

REGISTERED OFFICE:

209, Rajani Bhuvan, 569, M.G. Road, Indore (M.P.) - 452 001 CIN: L67120MP1991PLC006650

Email : [email protected] Website: www.sanchayfinvest.in

For and on behalf of Sanchay Finvest Limited

Sd/- Naresh Kumar Nandlal Sharma Managing Director DIN: 00794218

Date: 5th January, 2026 Place: Indore

NOTES :

(a) Explanatory Statement in respect of special businesses to be transacted pursuant to Section 102 of the Companies Act, 2013 and/or Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to Item Nos. 1 to 3 is annexed hereto.

(b) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself / herself at the venue of the meeting and such proxy need not be a member of the company. The proxies to be effective should be deposited at the registered office of the Company not less than forty-eight (48) hours before the commencement of the meeting and in default, the instrument of proxy shall be treated as invalid. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution / authority, as applicable. A person can act as a proxy on behalf of members not exceeding 50 and holding in aggregate not more than 10% of the total share capital of the Company carrying voting rights. Accordingly, the facility for appointment of proxies by the Members will be available for the EGM and hence the Proxy Form and Attendance Slip are annexed to this Notice.

(c) In the case of Corporate Member, it is requested to send a scanned copy of the Board Resolution/Authorization authorizing the representative to attend the EGM physically and vote on its behalf at the meeting. The said Resolution / Authorization shall be sent to the Company Secretary by email through its registered email address to [email protected]

(d) The Route Map is annexed in this Notice. The proceedings of the EGM shall be deemed to be conducted at the Registered Office of the Company.

(e) In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, and Regulation 44 of the LODR Regulations, the Company has extended remote e-voting facility for its members to enable them to cast their votes electronically on the resolutions set forth in this notice. The instructions for remote evoting are provided in this notice. The remote e-voting commences on Friday 6th February, 2026 at 9:00 a.m. (IST) and end on Sunday, 8th February, 2026 at 5:00 p.m. (IST). The voting rights of the Shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date, i.e., Monday 2nd February, 2026.

(f) Any person who is not a member post cut-off date should treat this notice for information purposes only.

(g) A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting at the EGM.

(h) Any person, who acquires shares and becomes a Member of the Company after sending the notice and holding shares as of the cut-off date, i.e., Friday, 9th January, 2026 may obtain the login ID and password by sending a request at [email protected] or to the Registrar and Share Transfer Agent (RTA) [email protected]. However, if he/she is already registered with Central Depository Services (India) Limited (CDSL) for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.

(i) CS Ramesh Chandra Mishra, Practising Company Secretary (Membership No. FCS 5477 & COP No. 3987) from M/s Ramesh Chandra Mishra & Associates, has been appointed as the Scrutinizer to scrutinize the voting and e-voting process in a fair and transparent manner.

(j) The Scrutinizer shall within a period not exceeding 2 (Two) working days from the conclusion of the e-voting period unblock the votes in the presence of at least 2 (Two) witnesses not in the employment of the Company and make a Scrutinizer's report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company or a person authorised by him in writing.

(k) The Results shall be declared after the EGM of the Company. The Results declared along with the Scrutinizer's Report shall be placed on the Company's website viz. www.sanchayfinvest.in and on the website of CDSL within 2 (Two) working days of passing of the resolutions at the EGM of the Company and the same will also be communicated to the Stock Exchanges.

(l) To support the 'Green Initiative', Members who have not yet registered their email addresses are requested to register the same with their Depository Participants (DPs) in case the shares are held by them in electronic form and with RTA in case the shares are held by them in physical form.

(m) Members are requested to intimate changes, if any, pertaining to their name, postal address, email address, telephone/ mobile numbers, Permanent Account Number (PAN), mandates, nominations, power of attorney, bank details such as, name of the bank and branch details, bank account number, MICR code, IFSC code, etc., to their Depository Participants

(n) In compliance with the aforesaid MCA Circulars and SEBI Circular, Notice of the EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ RTA/ Depositories. Members may note that the Notice will also be available on the Company's website www.sanchayfinvest.in, websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of CDSL at https://[email protected]. The Company will also be publishing an advertisement in newspaper containing the details about the EGM, date and time of EGM, availability of notice of EGM at the Company's website, manner of registering the email IDs of those shareholders who have not registered their email addresses with the Company/ RTA and other matters as may be required.

(o) Members attending the EGM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

(p) In case of joint holders, only one of the members whose name appears the Register of Members of the Company will be entitled to vote in respect of the resolutions proposed at the EGM.

(q) The Members who have cast their vote by remote e-voting prior to the EGM may also attend/ participate in the EGM but shall not be entitled to cast their vote again.

(r) The Registers maintained under Section 170 & 189 of the Act, and the relevant documents referred to in the Notice will be available electronically for inspection till the conclusion of EGM by the members based on the request being sent on [email protected]

(s) Member(s) must quote their Folio Number/ DP ID & Client ID and contact details such as email address, contact no. etc. in all correspondences with the Company/ RTA.

(t) As per Regulation 40 of LODR Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the RTA for assistance in this regard.

(u) In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the EGM.

(v) Pursuant to the provisions of Section 72 of the Act the Member(s) holding shares in physical form may nominate, in the prescribed manner, any person to whom all the rights in the shares shall vest in the event of death of the sole holder or all the joint holders. A nomination form for this purpose is available with the Company or its RTA. Member(s) holding shares in demat form may contact their respective DPs for availing this facility.

(w) Member(s) holding shares in physical form is/ are requested to notify immediately any change of their respective addresses and bank account details. Please note that request for change of address, if found incomplete in any respect shall be rejected. Members holding shares in demat form are requested to notify any change in their addresses, e-mails and/or bank account mandates to their respective DPs only and not to the Company/ RTA for effecting such changes. The Company uses addresses, e-mails and bank account mandates furnished by the Depositories for updating its records of the Shareholders holding shares in electronic/demat form.

CDSL E-VOTING SYSTEM – FOR REMOTE E-VOTING

THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

(i) The remote e- voting period begins on Friday 6th February, 2026 at 9:00 a.m. (IST) and end on Sunday, 8th February, 2026 at 5:00 p.m. (IST). During this period shareholders' of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date , i.e., Monday 2nd February, 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii)Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii)Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

(iv)In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Type of shareholders Login Method
Individual
Shareholders
holding securities in
Demat mode with
CDSL Depository
1)
Users who have opted for CDSL Easi / Easiest facility, can login
through their existing user id and password. Option
will be made
available to reach e-Voting page without any further authentication. The
users to login to Easi / Easiest are requested to visit CDSL website
www.cdslindia.com
and click on login icon & New System Myeasi Tab.
2)
After successful login the Easi / Easiest user will be able to see
the e-Voting option for eligible companies where the e-voting is in
progress as per the information provided by company. On clicking the
e-voting option, the user will be able to see e-Voting page of the e-Voting
service provider for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.
Additionally, there is also links provided to access the system of all e-

Pursuant to abovesaid SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Voting Service Providers, so that the user can visit the e-Voting service providers' website directly.

3) If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option.

4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual
Shareholders
holding securities
in demat mode
with NSDL
Depository
1)
If you are already registered for NSDL IDeAS facility, please visit
the e-Services website of NSDL. Open web browser by typing the
following URL: https://eservices.nsdl.com
either on a Personal
Computer or on a mobile. Once the home page of e-Services is launched,
click on the "Beneficial Owner" icon under "Login" which is available
under 'IDeAS' section. A new screen will open. You will have to enter
your User ID and Password. After successful authentication, you will be
able to see e-Voting services. Click on "Access to e-Voting" under e
Voting services and you will be able to see e-Voting page. Click on
company name or e-Voting service provider name and you will be re
directed to e-Voting service provider website for casting your vote
during the remote e-Voting period.
2)
If the user is not registered for IDeAS e-Services, option to
register is available at https://eservices.nsdl.com.
Select "Register
Online
for
IDeAS
"Portal
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3)
Visit the e-Voting website of NSDL. Open web browser by typing
the
following
URL:
https://www.evoting.nsdl.com/
either
on
a
Personal Computer or on a mobile. Once the home page of e-Voting
system is launched, click on the icon "Login" which is available under
'Shareholder/Member' section. A new screen will open. You will have
to enter your User ID (i.e. your sixteen digit demat account number
hold with NSDL), Password/OTP and a Verification Code as shown on
the screen. After successful authentication, you will be redirected to
NSDL Depository site wherein you can see e-Voting page. Click on
company name or e-Voting service provider name and you will be
redirected to e-Voting service provider website for casting your vote
during the remote e-Voting period.
Individual
Shareholders
(holding securities
in demat mode)
login through their
Depository
Participants (DP)
You can also login using the login credentials of your demat
account through your Depository Participant registered with
NSDL/CDSL for e-Voting facility. After Successful login, you will be
able to see e-Voting option. Once you click on e-Voting option, you will
be redirected to NSDL/CDSL Depository site after successful
authentication, wherein you can see e-Voting feature. Click on
company name or e-Voting service provider name and you will be
redirected to e-Voting service provider website for casting your vote
during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type Helpdesk details
Individual Shareholders holding
securities in Demat mode with CDSL
Members facing any technical issue in login can
contact CDSL helpdesk by sending a request at
[email protected]
or contact at
toll free no. 1800 22 55 33
Individual Shareholders holding
securities in Demat mode with NSDL
Members facing any technical issue in login can
contact NSDL helpdesk by sending a request at
[email protected] or call at toll free no.: 1800
1020 990 and 1800 22 44 30

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

(v)Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com.
  • 2) Click on "Shareholders" module.

3) Now enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

4) Next enter the Image Verification as displayed and Click on Login.

5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding
shares in Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department
(Applicable for both demat shareholders as well as physical shareholders)
Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/RTA or
contact Company/RTA.
Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
Bank recorded in your demat account or in the company records in order to login.
Details
If both the details are not recorded with the depository or company, please enter the
OR Date of member id / folio number in the Dividend Bank details field.
Birth
(DOB)

(vi)After entering these details appropriately, click on "SUBMIT" tab.

(vii)Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(viii)For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(i)Click on the EVSN for the relevant "SANCHAY FINVEST LIMITED" on which you choose to vote.

(ii)On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(iii)Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

(iv)After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

(v)Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

(vi)You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.

  • (vii)If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
  • (viii)There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(ix)Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
  • The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
  • It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favor of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
  • Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.

  2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

  3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 22 55 33

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no. 1800 22 55 33

For any other queries relating to the shares of the Company, you may contact the Registrar and Share Transfer Agent at the following address:

REGISTERED OFFICE OF RTA

ANKIT CONSULTANCY PVT LTD

02ND FLOOR ALANKAR POINT,

GITA BHAVAN CHOURAHA, A.B. ROAD, INDORE, MADHYA PRADESH, 452010

Website: www.ankitonline.com Tel No.: 0731-2491298

For and on behalf of Sanchay Finvest Limited

Sd/- Naresh Kumar Nandlal Sharma Managing Director DIN: 00794218

Date: 5th January, 2026

Place: Indore

EXPLANATORY STATEMENT

PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 AND REGULATION 36 OF THE SEBI LISTING REGULATIONS AND SECRETARIAL STANDARD-2 ON GENERAL MEETINGS

The following statement sets out all the material facts related to Special Business(es) mentioned under item No. 1,2, and 3 of the Notice dated January 05, 2026.

ITEM NO. 01: INCREASE IN AUTHORISED SHARE CAPITAL:

Your Company, in order to meet its long-term business requirements is required to generate resources. In view of the same the Board of Directors of the Company in their meeting held on January 05, 2026 has proposed to increase the Authorized Share Capital from existing Rs. 8,00,00,000/- to Rs. 12,00,00,000/- by creating 48,50,000 Equity Shares of Re.10/- each.

As per section 61(1) and other applicable provisions of the Companies Act, 2013, the consent of shareholders is required for increasing the authorised share capital of the Company. Consequent to increase in the authorised share capital, it is necessary to change the existing capital clause of the Memorandum of Association of the Company. It is, therefore proposed to alter the Memorandum of Association of the Company, pursuant to Section 13 of the Companies Act, 2013. Therefore, the Board of Directors recommends the proposed resolution for your approval as a Special Resolution.

A copy of the Memorandum of Association of the Company together with the proposed alterations is available for inspection by the Members at the Registered Office of the Company between 11:00 a.m. to 4:00 p.m. on all working days from the date hereof up to the date of the General Meeting.

The Board recommends Resolution at Item No. 1 as a Special Resolution for approval of the members.

None of the Directors, Key Managerial Personnel of the Company or their respective relatives, are in any way concerned or interested, financially or otherwise, in the said resolution.

ITEM NO. 02 : ISSUE AND ALLOTMENT OF 48,50,000 EQUITY SHARES TO THE NON-PROMOTER CATEGORIES OF PERSONS ON PREFERENTIAL BASIS:

The Board of Directors of the Company ("the Board") at its Meeting held on January 05, 2026, subject to necessary approval(s), in terms of provisions of Section 23, 42 and 62 of the Companies Act, 2013 ("the Act") read with the applicable rules made thereunder and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations), has approved the proposal to create, issue, offer and allot up to 48,50,000 (Forty Eight Lakh and Fifty Thousand) Equity Shares of face value of Rs. 10/- (Rupees Ten only), for Cash consideration by way of preferential basis at a price of Rs.10/- (Rupees Ten only) per Equity Share, for an aggregate amount of up to Rs.4,85,00,000/- (Rupees Four Crore and Eighty Five Lakhs only), to persons/entities belonging to the "Non-Promoter" category as detailed in the Resolution No. 2 of this Notice and as mentioned in the Explanatory Statement of this Notice.

The details of the issue and other particulars as required in terms of Section 23, 42 and 62 of the Act read with Rule 14(1) of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Regulation 163 of the SEBI ICDR, Regulations are set forth below:

I. Objects of the Preferential Issue The proceeds of the issue of aforementioned Equity Shares will be utilized by the Company in the following manner:

S. Description of Object Amount Tentative
timelines
N. (in ₹
Crore)
for utilization of issue
proceeds
from
the
date
of
receipt
of
funds
1. Working capital requirements of the On or before
Company 3,85,00,000 31st March, 2027
2. General Corporate Purposes* On or before
Another
object
is
for
Business
1,00,00,000 31st March, 2027
development such as to hire or retain
staff and to upgrade technology and to
give deposit or payment to BSE/NSE as
part of obligation as a broker.
4,85,00,000 4,85,00,000
Total

*The requirement stipulated by BSE Notice No. 20221213-47 dated December 13, 2022 with respect to the additional disclosures for objects of the issue is not applicable as the issue size of the preferential issue is less than Rs. 100 Crore.

We confirm that the above deployment of funds is expected to be completed within the financial years 2025–26 and 2026–27 subject to actual business requirements and other external conditions.

Use of Proceeds

Our Company, in accordance with the policies formulated in accordance with the applicable laws and guidelines and description as given in this Notice, will have the flexibility to deploy the proceeds. Pending utilization of the proceeds from the Preferential Issue, the Company may invest such proceeds in as herein above mentioned object as permitted under applicable laws.

II. Relevant Date:

In terms of Regulation 161 of SEBI ICDR Regulations, the Relevant Date for determining the floor price for the Preferential Allotment of the Equity Shares has been reckoned as Friday, January 09, 2026.

III. Issue price

The Equity Shares of the Company are listed on the BSE Limited ("BSE") ("Stock Exchange"). The Equity Shares of the Company are infrequently traded within the meaning of explanation provided in Regulation *165 of Chapter V of the SEBI ICDR Regulations, 2018. In terms of Regulation 165 of Chapter V of the SEBI ICDR Regulations, the minimum price at which equity shares may be issued shall be determined by the issuer after due consideration of recognized valuation parameters, including book value, comparable trading multiples, and such other parameters as are customarily applied in the valuation of shares of similar companies, in accordance with applicable laws and regulations.

Hence, the minimum price at which a preferential issue shall be made as per the valuation report issued by the registered valuer named CA. Jay Ashok Shah, IBBI Registered Valuer (Reg No: IBBI/RV/07/2022/14720) dated January 05, 2026 and same is available at the website of the company at https://www.sanchayfinvest.in/investor relations/preferential issue 2025-26 and also available at the registered office of the company.

(*As the shares of the company is infrequently traded for last 90 trading days preceding the relevant date and the volume is less than 10% of the paid up capital during the 12 calendar months).

IV. Registered valuer certificate under regulation 166A of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Regulation 166A (1): Other conditions for pricing: Applicable

Any preferential issue, which may result in a change in control or allotment of more than five per cent. of the post issue fully diluted share capital of the issuer, to an allottee or to allottees acting in concert, shall require a valuation report from an independent registered valuer and consider the same for determining the price:

Provided that the floor price, in such cases, shall be higher of the floor price determined under sub regulation (1), (2) or (4) of regulation 164, as the case may be, or the price determined under the valuation report from the independent registered valuer or the price determined in accordance with the provisions of the Articles of Association of the issuer, if applicable.

Provided further that if any proposed preferential issue is likely to result in a change in control of the issuer, the valuation report from the registered valuer shall also cover guidance on control premium, which shall be computed over and above the price determined in terms of the first proviso.

Considering the aforesaid requirements under Regulation 165 & 166A(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the Articles of Association of the Company, we have determined the Fair Value of Equity Shares as per Regulation 165 read with Regulation 166A of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and the fair price for subscription as per their valuation report will be Rs. 10 /- per equity shares of Rs. 10/- each. Same certificate is available at the website of the company at www.sanchayfinvest.in/investorrelations/preferentialissue2025-26.

Particulars of the offer including date of passing of board resolution, kind of securities offered, maximum number of specified securities to be issued:

The Board of Directors of the Company at their meeting held on January 05, 2026, had subject to approval of the Members of the Company and such other approvals as may be required, approved the proposal to create, issue, offer and allot up to 48,50,000 (Forty Eight Lakh and Fifty Thousand) Equity Shares of face value of Rs.10/- (Rupees Ten only), for Cash consideration by way of preferential basis, for an aggregate amount of up to Rs. 4,85,00,000/- (Rupees Four Crore and Eighty-Five Lakhs only) determined in terms of Chapter V of SEBI ICDR Regulations in the following manner:

Sr. Name of Allottees Category No. of Equity Investment
No. Shares amount
(up to) (up to in Rs)
1 RUSHABH
PRAFUL
Non 930000 93,00,000
SATRA Promoter
2 VRUTIKA
PRAFUL
Non 920000 92,00,000
SATRA Promoter
3 ANIL
BABUBHAI
Non 1500000 1,50,00,000
MEHTA Promoter
4 SHANKAR
DAYAL
Non 500000 50,00,000
SINGH Promoter
5 SAUMYA SINGH Non 1000000 1,00,00,000
Promoter
48,50,000 4,85,00,000
TOTAL

In respect of the Equity Shares proposed to be allotted, an amount equivalent to 100% of the consideration for the Equity shares shall be payable on or before the date of allotment of Equity Shares.

V. The intent of the promoters, directors, key management personnel, or senior management of the issuer to subscribe to the offer.

None of the Promoters, Directors, Key Management Personnel ("KMP") or Senior Management of the Issuer intent to subscribe to the offer.

VI. The Shareholding Pattern of the Issuer before and after the Preferential Issue.

The shareholding pattern of the Company before and after the proposed preferential issue is likely to be as follows:

Category Pre-Issue Shareholding Equity Post issue Shareholding
Structure Shares to Structure
No. of % be No. of Shares %
Shares allotted
(A) Promoter Shareholding
(1) Indian -
(a)
Individuals
&
793700 25.20 - 793700 9.92
HUF
(b)
Bodies
1086163 34.48 - 1086163 13.58
Corporate
Sub Total (A)(1) 1879863 59.68 - 1879863 23.50
(2)
Foreign
- - -
Promoters
Sub Total (A)(2) 1879863 59.68 - 1879863 23.50
Total
Promoter
1879863 59.68 - 1879863 23.50
shareholding
A=A1+A2
(B)
Public
Shareholding
B1)
Institutional
-
Investors
Indian 200 0.01 - 200 0.00
Foreign - - - - -
B2)
Central
- - - - -
Govt./Stat
Govt./POI
B3)
Non
-
Institutional
Investors
Individual 1192917 37.87 48,50,000 6042917 75.54
Body Corporate 73514 2.33 - 73514 0.92
Others
(Including
3506 0.11 - 3506 0.04
NRI)
Total
Public
Shareholding
1270137 40.32 - 6120137 76.50
B=B1+B2+B3
C) Non-Promoter - - - - - -
Non-Public
Grand Total 3150000 100 48,50,000 8000000 100
(A+B+C)

Notes:

  1. The pre-issue shareholding pattern is as on the latest BENPOS date i.e. January 02, 2026.

  2. Post shareholding structure may change depending upon any other corporate action in between.

VII. Proposed time limit within which the allotment shall be completed:

As required under the SEBI ICDR Regulations, preferential allotment of the said equity shares shall be completed within a period of 15 (fifteen) days from the date of passing of special resolution at Item No. 2. Provided that where the allotment is pending on account of receipt of any approval or permission from any regulatory authority, if applicable, the allotment shall be completed within a period of 15 (fifteen) days from the date of receipt of such approvals or permissions.

VIII. Number of persons to whom allotment on preferential basis has already been made during the year, in terms of number of securities as well as price:

Not Applicable, since the Company has not made any allotment on a preferential basis during current financial year 2025-26.

IX. The identity of the natural persons who are the ultimate beneficial owners of the securities proposed to be allotted and/or who ultimately control the proposed allottee(s):

Identity of the ultimate beneficial owners of the securities proposed to be allotted:

Sr. Name of the Proposed Category Name of Ultimate
No. Allottees Beneficial Owners
1 RUSHABH PRAFUL SATRA Non-Promoter Not Applicable as allottee is a
Natural person
2 VRUTIKA PRAFUL SATRA Non-Promoter Not Applicable as allottee is a
Natural person
3 ANIL BABUBHAI MEHTA Non-Promoter Not Applicable as allottee is a
Natural person
4 SHANKAR DAYAL SINGH Non-Promoter Not Applicable as allottee is a
Natural person
5 SAUMYA SINGH Non-Promoter Not Applicable as allottee is a
Natural person

X. The percentage of post preferential issue capital that may be held by the allottee(s) pursuant to the preferential issue.

Name of the
Proposed
Allottees
Pre-Issue
Shareholding
Structure
Equity
Shares to
be allotted
Post issue Shareholding
Structure
No. of % No. of %
Shares Shares
RUSHABH
PRAFUL
- - 930000 930000 11.625
SATRA
VRUTIKA
PRAFUL
- - 920000 920000 11.5
SATRA
ANIL
BABUBHAI
- - 1500000 1500000 18.75
MEHTA
SHANKAR
DAYAL
- - 500000 500000 6.25
SINGH
SAUMYA SINGH - - 1000000 1000000 12.5

The Company has also taken valuation certificate for below mentioned proposed allottee as per Regulation 166A of SEBI (ICDR) Regulation, 2018:

Sr. Name of PAN/Passport Category Pre Pre No of equity Post Post
No. the
Proposed
in case of NRI
OR Foreign
Issue
holding
Issue
%
shares
proposed to
issue
holding
issue
%
Allottee national or be allotted
Fund of under this
ultimate preferential
beneficial issue
owner
1 RUSHABH BPUPS8796B Non 0 0 930000 930000 11.625
PRAFUL promoter
SATRA
2 VRUTIKA BXZPS9221A Non 0 0 920000 920000 11.5
PRAFUL promoter
SATRA
3 ANIL AACPM9386P Non 0 0 1500000 1500000 18.75
BABUBHAI promoter
MEHTA
4 SHANKAR AXOPS6225N Non 0 0 500000 500000 6.25
DAYAL promoter
SINGH
5 SAUMYA JKDPS8398B Non 0 0 1000000 1000000 12.5
SINGH promoter

XI. Consequential changes in the Voting Rights, change in control, and change in the Management, if any, in the issuer consequent to the preferential issue:

As a result of the proposed preferential issue of Equity Shares, there will be no change in the control or management of the Company. However, voting rights will change in tandem with the shareholding pattern.

XII. Lock-in Period:

(a) Equity Shares to be allotted shall be under lock-in for such period as may be prescribed under Chapter V of the SEBI ICDR Regulations.

(b) The entire pre-preferential shareholding, if any, of the Proposed Allottees, in the Company, shall be locked-in as per Chapter V of the SEBI ICDR Regulations.

XIII. Undertakings:

  • None of the Company, its Directors or Promoters are categorized as willful defaulter(s) or a fraudulent borrower by any bank or financial institution or consortium thereof, in accordance with the guidelines on willful defaulters issued by Reserve Bank of India. Consequently, the undertaking required under Regulation 163(1)(i) is not applicable.
  • None of its Directors or Promoters are fugitive economic offenders as defined under the SEBI ICDR Regulations.
  • As the equity shares have been listed on a recognized Stock Exchange for a period of more than 90 trading days as on the Relevant Date, the provisions of Regulation 164(3) of SEBI ICDR Regulations governing re-computation of the price of shares shall not be applicable. Consequently, the undertaking required under Regulation 163(1)(g) and Regulation163(1)(h) is not applicable.
  • The Company shall re-compute the price of the relevant securities to be allotted under the Preferential Allotment in terms of the provisions of SEBI (ICDR) Regulations where it is required to do so, including pursuant to Regulation 166 of the SEBI (ICDR) Regulations, if required.
  • If the amount payable on account of the re-computation of price is not paid within the time stipulated in SEBI (ICDR) Regulations, the relevant securities to be allotted under the Preferential Allotment shall continue to be locked-in till the time such amount is paid by the Proposed Allottee.
  • None of the proposed allottees have sold or transferred any Equity Shares during the 90 trading days preceding the relevant date.

XIV. Disclosures specified in Schedule VI of ICDR Regulations, whether the issuer or any of its promoters or directors is a wilful defaulter or fraudulent borrower:

Not Applicable, since none of the Directors or Promoters are categorized as wilful defaulter(s) or a fraudulent borrower by any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by Reserve Bank of India.

Sr. Name of Allottees Address PAN Current Post Status
No. Status
1 RUSHABH
PRAFUL
SATRA
401/402,
Friends
CHS,
Sagar
surh
shakit, North siuth
road no 5, J V
P D
Scheme, Vile parle
west,
Mumbai
400056
BPUPS8796B Non
Promoter
Non
Promoter
2 VRUTIKA
PRAFUL
SATRA
A/16, Sarthak CHS,
Aarey road, Peru
baug,
Goregaon
East,
Mumbai
400063
BXZPS9221A Non
Promoter
Non
Promoter
3 ANIL
BABUBHAI
MEHTA
Flat No. 42, Shreeji
Kutir
Ram
galli,
Swami
Vivekanand
road,
Opposite Balbharti
school,
Kandivali
West,
Mumbai
400067
AACPM9386P Non
Promoter
Non
Promoter
4 SHANKAR
DAYAL
SINGH
B/19, New Devrup
CHS,
1ST
Floor,
Reliet
road,
Opp
Raheja
College,
Santacruz
West,
Mumbai-400054
AXOPS6225N Non
Promoter
Non
Promoter
5 SAUMYA SINGH Flat
No.
1804,
Imperial
Court
tower-1, JP Greens
wish town sector
128,
Noida,
Gautam
Buddha
nagar
Uttar
Pradesh
-201304
JKDPS8398B Non
Promoter
Non
Promoter

XV. The current and proposed status of the allottee(s) post the preferential issues:

XVI. Practicing Company Secretary's Certificate:

The certificate from M/s. Ramesh Chandra Mishra & Associates, Practicing Company Secretaries, certifying that the preferential issue of Equity Shares is being made in accordance with requirements of Chapter V of SEBI ICDR Regulations has been obtained considering the said preferential issue. The copy of said certificate shall be available for inspection by the members and the same may be accessed on the Company's website viz; www.sanchayfinvest.in/investorrelations/preferentialissue2025-26 /PCS Certificate .pdf.

The approval of the Members of the Company is accordingly being sought by way of a Special Resolution under Sections 42, and 62(1)(c) of the Act, read with the rules made thereunder, and Regulation 160 of the SEBI ICDR Regulations.

The Board of Directors believe that the proposed Preferential Issue is in the best interest of the Company and its Members. Accordingly, the Board recommends the resolution as set out at Item No. 2 of this Notice, for approval of the Members, as a Special Resolution for the issue and allotment of Equity Shares on a preferential basis to the Proposed Allottees.

ITEM NO. 3: CHANGE OF REGISTERED OFFICE OF THE COMPANY FROM STATE OF MADHYA PRADESH TO STATE OF MAHARASHTRA:

The Management is operating from Mumbai in the state of Maharashtra. Presently, the Company's Registered Office is located in Indore, Madhya Pradesh. The Board of Directors of your Company at their meeting held on 5th January, 2026 has proposed to shift the Registered Office of the Company from the State of Madhya Pradesh to the State of Maharashtra, within the jurisdiction of the Registrar of Companies, Mumbai to carry on the business of the Company more economically and efficiently and with better operational convenience. As per provisions of Section 12 and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder, shifting of Registered Office of the Company from one state to another state requires approval of the Members by way of Special Resolution.

  • I. The Company was incorporated under the provision of the Companies Act, 1956 in the State of Madhya Pradesh on 06/09/1991 as an Unlisted Private Limited Company. As per Clause II of the Memorandum of Association of the Company the registered office of the Company is located in the state of Madhya Pradesh.
  • II. The Registered Office is at 209, Rajani Bhuvan, 569 M.G. road Indore MP 452001 IN and the Corporate Office of the company is at 806,Dev Plaza, 68 ,S.V. Road,Andheri (west),Mumbai 400058 and in the State of Maharashtra wherein presently all the books of accounts and papers are maintained. The proposed shifting will enable the company to have a better and effective control over the working of its registered office.

  • III. At present, all Promoters ,Directors are residing and located at Mumbai. The majority of shareholders are also stays in the state of Maharashtra where the registered office of the Company is proposed to be shifting.

  • IV. The company is in need of financial assistance for which it has approached Bank/Financial Institution, which is situated in the State of Maharashtra. They are on principle/ agreeable to extend the financial accommodation provided the registered office has to be located in the State of Maharashtra.
  • V. The market condition & the scope of the business are very bright and conducive in the 'State of Maharashtra'.
  • VI. All the business activities and day-to-day affairs of the Company are being controlled and managed from the Corporate Office situated at 806, Dev Plaza, 68 ,S.V. Road, Andheri(west),Mumbai -400058 in the State of Maharashtra. The Company propose to start its business activities in the State of Maharashtra. No useful purpose will be served by continued maintenance of the registered office at Indore and in the State of Madhya Pradesh and it has become uneconomical and inconvenient to run the registered office at M.P. It will be just, necessary, expedient, desirable and convenient for the Company to plan, execute, organize and co-ordinate its business activities if the Registered Office is shifted from the State of M.P. to the State of Maharashtra. It would be commercially expedient, justified and logical that the company is allowed to shift its registered office from the State of Madhya to the State of Maharashtra
  • VII. The proposed change in the situation of the registered office will enable the directors to manage and conduct the affairs of the company most conveniently, efficiently and advantageously. Such change will also enable the company to carry on its activities more economically. It will create administrative convenience for advantageously managing the affairs of the company. It will enable the company to carry on its business more efficiently and economically as well as more efficiently. It would be advantageous, expedient, necessary, convenient and conducive to the business activities of the company to have the registered office in the State of Maharashtra.
  • VIII. The Company has no employee and staffs in the state of M.P, hence the proposed shifting will neither lead to retrenchment of any employee of the company, whether in the State of Maharashtra or any other place nor cause any prejudice to any other person.
  • IX. There is no amount outstanding in respect of undisputed Income Tax, Wealth Tax, Sales Tax, and Custom duty and excise duty.
  • X. The Company has no dues outstanding towards Govt. of Madhya Pradesh on account of Sales Tax.
  • XI. The Company has not taken any loan and/or subsidy from the Govt. of Madhya Pradesh and/or State run Financial Institution.
  • XII. The proposed alteration would not prejudice the rights or interest what so ever of any person whomsoever.
  • XIII. The company has not issued any debentures and the Company has not accepted any Fixed Deposits.
  • XIV. No instrument in pending for conversion into shares capital.

The Board hereby recommends to the change of registered office of the company as per Section 13 of the companies Act, 2013 and Rule 30 of the Companies (Incorporation) Rules, 2014 and sought your approval by way of Special resolution.

None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financial or otherwise, in the resolution set out in Item No.3.

Therefore, the Board recommends the Resolution as set out in Item No. 3 for approval of the Members as Special Resolution.

REGISTERED OFFICE:

209, Rajani Bhuvan, 569, M.G. Road, Indore (M.P.) - 452 001 CIN: L67120MP1991PLC006650

Email : [email protected] Website: www.sanchayfinvest.in

For and on behalf of

Sanchay Finvest Limited

Sd/- Naresh Kumar Nandlal Sharma Managing Director DIN: 00794218

Date: 5th January, 2026 Place: Indore

SANCHAY FINVEST LIMITED

CIN: L67120MP1991PLC006650

REGD. OFFICE: 209, Rajani Bhavan, 569, M.G .Road, Indore (M.P.) - 452 001

ATTENDANCE SLIP

EXTRAORDINARY GENERAL MEETING (2025-2026) EVSN NO IS. 260108003

I hereby record my presence at the Extraordinary General Meeting of the Company to be held on Monday 9th February, 2026 at 3:00 P.M at Registered office of the company i.e. 209, Rajani Bhavan, 569 M.G. Road Indore MP 452001 IN.

Name of the Member:

Folio/Client ID No.:

Name of the Proxy/ Representative (in Block Letters)

(To be fill in if the Proxy/Representative attends Instead of the Member)

I certify that I am a member / proxy / authorized representative for the member of the Company.

Signature of the Member or Proxy/Representative:

Note:

1) Members are requested to bring their copies of the Annual Report to the meeting, since further copies will not be available.

2) The Proxy, to be effective should be deposited at the Registered Office of the Company not less than FORTY-EIGHT HOURS before the commencement of the meeting.

3) A Proxy need not be a member of the Company.

4) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by Proxy, shall be accepted to the exclusion of the vote of the other joint holders. Seniority shall be determined by the order in which the names stand in the Register of Members.

5) The submission by a member of this form of proxy will not preclude such member from attending in person and voting at the meeting.

SANCHAY FINVEST LIMITED

CIN: L67120MP1991PLC006650

REGD. OFFICE: 209, Rajani Bhavan, 569, M.G.Road, Indore (M.P.) - 452 001

PROXY FORM EXTRAORDINARY GENERAL MEETING

[Pursuant to this Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Company: SANCHAY FINVEST LIMITED

Registered office:- 209, Rajani Bhavan, 569 M.G. Road Indore MP 452001 IN .

Tel.No.;- 2620 5500, 2671 6288, E-Mail;- [email protected] Website: www.sanchayfinvest.in

Name of the Member (s):

Registered Address:

Email-Id: ___________________________________________

DP ID:

I/We, being the member (s) holding shares of the above named company, hereby appoint,

1. Name: ________________________________________________________________________

Address: ______________________________________________________________________________________________

E-mail Id: : ______________________________________________________________________________________________

Signature: __________,
2. Name:
____________
Address: ________________
E-mail
Id: : ________________
Signature: __________,
3 Name:
____________
Address: ________________
E-mail
Id: : ________________
Signature: __________,

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at Extraordinary General Meeting of Sanchay Finvest Limited to be held on Monday 9th February, 2026 at 3:00 P.M.. at registered office i.e. 209, Rajani Bhavan, 569 M.G. Road, Indore, Madhya Pradesh, 452001. And at any adjournment thereof in respect of such resolutions as are indicated below:

Sr. No. Resolutions For Against Abstain
Special
Business
1) INCREASE IN AUTHORISED SHARE CAPITAL:
2) ISSUE AND ALLOTMENT OF
48,50,000
EQUITY SHARES
TO THE NON-PROMOTERS
CATEGORIES OF PERSONS ON
PREFERENTIAL BASIS.
3) SHIFTING OF REGISTERED OFFICE FROM STATE OF
MADHYA PRADESH TO STATE OF MAHARASHTRA
Signed this____ day of_________2026
Affix
Revenue
Stamp
Signature of shareholder: _____________
Signature of Proxy holder(s): ____________

Notes:

    1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.
    1. Please complete all details including details of member(s) before submission.

FORM NO.MGT-12

POLLING PAPER

[Pursuant to section 109 (5) of the Companies Act, 2013 and Rule 21 (1) (c) of the Companies (Management and Administration) Rules, 2014]

Name of the Company: SANCHAY FINVEST LIMITED
CIN: L67120MP1991PLC006650
Registered Office: 209, Rajani Bhavan, 569M.G. Road Indore MP 452001 IN
Website: www.sanchayfinvest.in
Email: [email protected]

BALLOT PAPER

Sr. No. Sr. No. Particulars Detail
1 Name of the First-named Shareholder (In
BLOCK letters)
2 Postal address
3 Registered Folio No./ DP ID and Client ID
No.
(
Applicable
to
investors
holding
shares in dematerialized form)

I hereby exercise my vote in respect of / Special Resolution/s enumerated below by recording my assent or dissent to the said Resolution in the following manner:

Sr.
No.
Resolutions No.
of
shares
held
by
me
I assent to
the
Resolution
I
dissent
from
the
Resolution
SPECIAL BUSINESS:-
1 INCREASE
IN
AUTHORISED
SHARE
CAPITAL
2 ISSUE AND ALLOTMENT OF
48,50,000
EQUITY
SHARES
TO
THE
NON
PROMOTERS
CATEGORIES OF PERSONS
ON PREFERENTIAL BASIS.
3 SHIFTING OF REGISTERED OFFICE FROM
STATE OF MADHYA PRADESH TO STATE OF
MAHARASHTRA
-- --- ------------------------------------------------------------------------------------------ -- -- --

Place: INDORE

Date: 09/02/2026

(Signature of the shareholder)

Google Maps Rajani Bhawan

Rajani Bhawan Building

Mahatma Gandhi Rd, Opposite High Court, Nehru Park 2, Dhenu Market, Indore, Madhya Pradesh 452001

Photos