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Sumedha Fiscal Services Ltd. Proxy Solicitation & Information Statement 2026
64098_rns_2026-06-02_2dd6ab36-e8d9-42ee-8d5e-6a89052aed62.pdf
Proxy Solicitation & Information Statement
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SUMEDHA adding values to value
Sumedha Fiscal Services Ltd.
CIN: L70101WB1989PLC047465
Registered & Corporate Office : 6A Geetanjali, 8B Middleton Street, Kolkata - 700071.
T - 91 33 2229 8936 / 6758
E - [email protected]
W - www.sumedhafiscal.com
June 02, 2026
BSE Ltd.
Corporate Relationship Department,
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai - 400 001
Email: [email protected]
BSE Code No. 530419
Dear Sirs/Madam,
Sub: Corrigendum to Notice of the Extra-Ordinary General Meeting dated May 15, 2026 of the Company to be held on Thursday, June 11, 2026.
This is in continuation to our earlier intimation dated May 19, 2026, wherein the Company had submitted the Notice of the Extra Ordinary General Meeting (Notice of EGM) to be held on Thursday, June 11, 2026 at 11:30 a.m. (IST) through Video Conference / Other Audio-Visual Means (OAVM).
Subsequently, pursuant to the application made by the Company for obtaining in-principle approval from BSE Ltd. ("BSE") in relation to Item Nos. 1 and 2 of the Notice of EGM (including explanatory statement thereto), BSE vide its communication dated May 26, 2026 has asked the Company to provide certain clarifications and additional information with respect to the proposed preferential issue, by way of a corrigendum to the Notice of EGM.
We are enclosing herewith the Corrigendum to the Notice of EGM dated May 15, 2026, giving notice of necessary changes/ amendments/ alterations/ clarifications to the Notice of EGM. The Corrigendum to the Notice of EGM shall form an integral part of the Notice of EGM, which has already been circulated to the Shareholders of the Company on May 19, 2026, and on and from the date hereof, the Notice of EGM along with its explanatory statement shall always be read in conjunction with the Corrigendum. All other contents of the Notice of EGM, save and except as modified or supplemented by the Corrigendum, shall remain unchanged.
The Corrigendum is being sent through e-mail today to the members whose email id is registered with the Company / Registrar and Transfer Agent / Depository Participant as on the Cut-off date for despatch of the Notice i.e. May 15, 2026.
Sumedha Fiscal Services Ltd.
CIN: L70101WB1989PLC047465
Registered & Corporate Office :
6A Geetanjali, 8B Middleton Street,
Kolkata – 700071.
T – 91 33 2229 8936 / 6758
E – [email protected]
W – www.sumedhafiscal.com
The aforesaid Corrigendum can also be accessed at the website of the Company at https://www.sumedhafiscal.com/ftp/Investors/Preferential%20Issue/2026-27_EGM_Notice_SFSL_corrigendum.pdf and the website of the stock exchanges at www.bseindia.com. The same is also available on the website of CDSL at https://www.evotingindia.com
This is for your information and records.
Thanking you.
Yours faithfully,
For Sumedha Fiscal Services Ltd.
DHWANI FATEHPURIA
Digitally signed by
DHWANI FATEHPURIA
Date: 2026.06.02
17:07:18 +05'30'
Dhwani Fatehpuria
Company Secretary & Compliance Officer
Encl: As above.
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SUMEDHA
adding values to value
Sumedha Fiscal Services Ltd.
CIN: L70101WB1989PLC047465
Registered & Corporate Office:
6A Geetanjali, 8B Middleton Street, Kolkata - 700071.
T - 91 33 2229 8936 / 6758
W - www.sumedhafiscal.com
CORREGINDUM TO THE NOTICE OF
EXTRA-ORDINARY GENERAL MEETING
Corrigendum to the Notice of the 01/2026-27 Extraordinary General Meeting of the Members of Sumedha Fiscal Services Limited to be held on Thursday, June 11, 2026, at 11:30 A.M. (IST) through Video Conferencing ("VC") or Other Audio-Visual Means ("OAVM")
This Corrigendum is being issued in continuation of the Notice dated May 15, 2026 for the 01/2026-27 Extraordinary General Meeting ("EGM") of Sumedha Fiscal Services Limited to be held on Thursday, June 11, 2026, at 11:30 A.M. (IST) through Video Conferencing ("VC") or Other Audio-Visual Means ("OAVM").
The Notice of the EGM has already been dispatched to the shareholders of the Company on May 19, 2026, in due compliance with the provisions of the Companies Act, 2013, as amended ("Companies Act") read with the relevant rules made thereunder and in compliance with Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015, as amended ("Listing Regulations").
The Company through this corrigendum wishes to make certain changes, as follows, in the Explanatory Statement constituting an integral part of the Notice of EGM dated May 15, 2026, to the consideration of the Members and the said Explanatory Statement may please be read and considered with following altered provisions accordingly and except for the changes/ amendments/ alterations/ clarifications made as under, all contents of the Notice of the EGM dated May 15, 2026 as already sent to the Shareholders remain the same.
(a) Following clause be read as clause (c) after the existing clause (b) in Point No. 2 of the Explanatory Statement of both Item Nos. 1 and 2 of the EGM Notice:
The Company intends to utilize the proceeds raised through the Preferential Issue ("Issue Proceeds") towards the aforesaid purposes as follows:
| Sl. No. | Objects | Total estimated amount to be utilised for each of the Objects* (Amount in Rs.) | Tentative timeline for utilization of issue proceeds from the date of receipt of funds |
|---|---|---|---|
| (a) | Augmentation of Capital Base: To strengthen the capital structure and net worth of the Company for supporting existing and future business operations as well as to maintain adequate working capital liquidity for smooth business operations of the Company. | 2,00,11,875 | Within 6 months from receipt of funds for the Shares and Warrants.^ |
SUMEDHA adding values to value
| (b) | General Corporate Purposes **: To utilize funds for general corporate purposes including administrative expenses, business development, branding, operational exigencies, and other permitted corporate activities, subject to applicable laws. | 66,70,625 | |
|---|---|---|---|
| Total | 2,66,82,500 |
*Considering 100% subscription under Issue and conversion of 100% Warrants into Equity Shares within the stipulated time.
** The amount to be utilized towards general corporate purposes does not exceed 25% of the total amount mentioned in the table above.
Given that the Preferential Issue also involves issuance of Subscription Warrants, the entire Issue Proceeds will be received by the Company within 18 (Eighteen) months from the date of allotment of the Warrants. It is estimated by the management of the Company that the entire Issue Proceeds will be utilized for the specified Objects (as set out above), in phases, based on the Company's business needs and fund availability, within 6 months from the receipt of all funds.
In terms of the BSE Circular No. 20221213-47 dated December 13, 2022, the amounts specified for the Objects may deviate +/-10% as the fund requirements are based on management estimates, market conditions, business needs and other commercial and technical factors and the actual deployment of funds at each stage and the proposed utilization schedule will depend on a number of factors such as financial, market and sectoral conditions, business performance and strategy, and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilization of the net proceeds at the discretion of the Board (or a committee thereof), subject to compliance with applicable laws. Any deviation in estimation of the Objects, as permitted above, shall be used only towards the said Objects inter-se and shall not be utilised towards General Corporate Purposes.
If the Issue Proceeds are not utilised (in full or in part) for the Objects during the period stated above due to any such factors, the remaining Issue Proceeds shall be utilised in subsequent periods in such manner as may be determined by the Board (or a Committee thereof), in accordance with applicable laws. This may entail rescheduling and revising the planned expenditure and funding requirements and increasing or decreasing the expenditure for a particular purpose from the planned expenditure as may be determined by the Board (or a Committee thereof), subject to compliance with applicable laws.
(b) Point 19 of the Explanatory Statement of Item 1 of EGM notice shall be read as under:
The percentage of the post-preferential issue capital that may be held by the Proposed Allottees (as defined hereinabove) and change in control, if any, in the Company consequent to the Preferential Issue:
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| Sl. No. | Names | Category (Pre and Post Allotment) | PAN | Natural Person who are the Ultimate Beneficial Owners | Pre-preferential holding | Present Issue | Post-preferential holding * | |||
|---|---|---|---|---|---|---|---|---|---|---|
| No. of Shares | % | No. of Shares | No. of Warrants | No. of Shares | % | |||||
| 1. | Oasis Securities Ltd | Non-Promoter | AAACO0091J | NIL | NIL | - | 3,00,000 | 0 | 3,00,000 | 3.47 |
| 2. | Mrs. Savita Maheshwari | Promoter Group | AFAPM3020 R | NA | 1,06,933 | 1.34 | 1,00,000 | 2,50,000 | 4,56,933 | 5.29 |
*The above post-issue shareholding is prepared assuming allotment of entire Equity Shares as proposed and full conversion of Warrants issued, into Equity Shares.
Notes:
- The Pre-issue Shareholding is as on the Relevant Date, i.e., May 12, 2026.
- There will be no change in control consequent to the present preferential issue of Shares.
- Post the preferential issue the category of both the allottees will remain unchanged.
(c) Point 20 of the Explanatory Statement of Item 2 of EGM notice shall be read as under:
The percentage of the post-preferential issue capital that may be held by the Proposed Allottees (as defined hereinabove) and change in control, if any, in the Company consequent to the Preferential Issue:
| Sl. No. | Names | Category (Pre and Post Allotment) | PAN | Natural Person who are the Ultimate Beneficial Owners | Pre-preferential holding | Present Issue | Post-preferential holding * | |||
|---|---|---|---|---|---|---|---|---|---|---|
| No. of Shares | % | No. of Shares | No. of Warrants | No. of Shares | % | |||||
| 1. | Mrs. Savita Maheshwari | Promoter Group | AFAPM3020R | NA | 1,06,933 | 1.34 | 1,00,000 | 2,50,000 | 4,56,933 | 5.29 |
*The above post-issue shareholding is prepared assuming allotment of entire Equity Shares as proposed and full conversion of Warrants issued, into Equity Shares.
Notes:
- The Pre-issue Shareholding is as on the Relevant Date, i.e., May 12, 2026.
- There will be no change in control consequent to the present preferential issue of Shares.
- Post the preferential issue the category of the allottee will remain unchanged.
SUMEDHA adding values to value
(d) Point 4 of the Explanatory Statement of Item 1 of EGM notice shall be read as under:
Basis on which the price has been arrived at:
In case of the frequently traded shares, as per Regulation 164(1) of the ICDR Regulations, a minimum issue price of the Equity Shares in preferential issues has to be calculated as:
a. the 90 trading days volume weighted average price of the related Equity Shares quoted on the recognized stock exchange preceding the relevant date; or
b. the 10 trading days volume weighted average price of the related Equity Shares quoted on a recognized stock exchange preceding the relevant date; whichever is higher.
Provided that if the Articles of Association of the issuer provide for a method of determination which results in a floor price higher than that determined under these regulations, then the same shall be considered as the floor price for equity shares to be allotted pursuant to the preferential issue.
In the proposed case, Articles of Association of the Company does not provide for any particular method of determination which results in a floor price higher than that determined under ICDR Regulations.
Further, as per Regulation 166A of the ICDR Regulations, 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 allottee(s) 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) 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.
Accordingly, the Company has taken a Valuation Report dated June 01, 2026 from CA Ambika Singh, Registered Valuer (Securities of Financial Assets) IBBI Regn. No. IBBI/RV/06/2019/12358 having office at 8B Middleton Street, 8G Geetanjali, Kolkata - 70071 and the copy of the same has been hosted on the website of the Company at https://www.sumedhafiscal.com/pref-issue/
Since, the Equity Shares of the Company are listed only with BSE Limited (BSE) and are frequently traded. For the purpose of computation of the price for each Equity Share, trading volumes at BSE for the period set out below has been accordingly considered. The pricing for the shares on preferential basis is calculated as per Regulation 164(1) read with Regulation 166A (1) of SEBI (ICDR) Regulations which is higher of A or B as detailed below:
A. The price which is higher of the following, as per Regulation 164(1):
a. the 90 trading days volume weighted average price of the related Equity Shares quoted on the recognized stock exchange preceding the relevant date – Rs. 37.29; or
b. the 10 trading days volume weighted average price of the related Equity Shares quoted on a recognized stock exchange preceding the relevant date – Rs. 41.01; whichever is higher.
SUMEDHA adding values to value
B. The price determined by an Independent Registered Valuer, as per Regulation 166A
Fair Value determined by CA Ambika Singh, Independent Registered Valuer (IBBI Reg. No.: IBBI/RV/06/2019/12358) vide the valuation report dated June 01, 2026 is Rs. 41.01/- per Share.
The aforesaid Valuation Report has been accessible on the website of the Company at https://www.sumedhafiscal.com/pref-issue/
In terms of the applicable provisions of the SEBI (ICDR) Regulations, the floor price shall be Rs. 41.01/- (Rupees Forty One and One Paisa only), being higher of the above A or B.
It is proposed that the Equity Shares shall be issued at an exercise price of Rs. 41.05/- (Rupees Forty One and Five Paise) each including a premium of Rs. 31.05/- (Rupees Thirty One and Five Paise) per Equity Share, which is higher than the issue price as determined as per the SEBI(ICDR) Regulations.
Since there is no capitalization of profit, right issue, bonus issue, re-classification of Shares or any other corporate action in the Company during last more than one year, there is no adjustment in pricing, required to be made, in terms of Regulation 166 of the SEBI (ICDR) Regulations.
(e) Point 4 of the Explanatory Statement of Item 2 of EGM notice shall be read as under:
Basis on which the price has been arrived at:
In case of the frequently traded shares, as per Regulation 164(1) of the ICDR Regulations, a minimum issue price of the Warrants in preferential issues has to be calculated as:
a. the 90 trading days volume weighted average price of the related Equity Shares quoted on the recognized stock exchange preceding the relevant date; or
b. the 10 trading days volume weighted average price of the related Equity Shares quoted on a recognized stock exchange preceding the relevant date; whichever is higher.
Provided that if the Articles of Association of the issuer provide for a method of determination which results in a floor price higher than that determined under these regulations, then the same shall be considered as the floor price for warrants to be allotted pursuant to the preferential issue.
In the proposed case, Articles of Association of the Company does not provide for any particular method of determination which results in a floor price higher than that determined under ICDR Regulations.
Further, as per Regulation 166A of the ICDR Regulations, 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 allottee(s) 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) 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.
SUMEDHA adding values to value
Accordingly, the Company has taken a Valuation Report dated June 01, 2026 from CA Ambika Singh, Registered Valuer (Securities of Financial Assets) IBBI Regn. No. IBBI/RV/06/2019/12358 having office at 8B Middleton Street, 8G Geetanjali, Kolkata - 70071 and the copy of the same has been hosted on the website of the Company at https://www.sumedhafiscal.com/pref-issue/
Since, the Equity Shares of the Company are listed only with BSE Limited (BSE) and are frequently traded. For the purpose of computation of the price for each Warrant, trading volumes at BSE for the period set out below has been accordingly considered. The pricing for the warrants on preferential basis is calculated as per Regulation 164(1) read with Regulation 166A (1) of SEBI (ICDR) Regulations which is higher of A or B as detailed below:
A. The price which is higher of the following, as per Regulation 164(1):
a. the 90 trading days volume weighted average price of the related Equity Shares quoted on the recognized stock exchange preceding the relevant date – Rs. 37.29; or
b. the 10 trading days volume weighted average price of the related Equity Shares quoted on a recognized stock exchange preceding the relevant date – Rs. 41.01; whichever is higher.
B. The price determined by an Independent Registered Valuer, as per Regulation 166A
Fair Value determined by CA Ambika Singh, Independent Registered Valuer (IBBI Reg. No.: IBBI/RV/06/2019/12358) vide the valuation report dated June 01, 2026 is Rs. 41.01/- per Warrant.
The aforesaid Valuation Report has been accessible on the website of the Company at https://www.sumedhafiscal.com/pref-issue/
In terms of the applicable provisions of the SEBI (ICDR) Regulations, the floor price shall be Rs. 41.01/- (Rupees Forty One and One Paisa only), being higher of the above A or B.
It is proposed that the Warrants shall be issued at an exercise price of Rs. 41.05/- (Rupees Forty One and Five Paise) each including a premium of Rs. 31.05/- (Rupees Thirty One and Five Paise) per Warrants, which is higher than the issue price as determined as per the SEBI(ICDR) Regulations. The resultant Equity Shares shall be treated as issued at an issue price of Rs. 41.05 (Rupees Forty One and Five paise only) per Equity share of the Face Value of Rs. 10/- (Rupees Ten) each including a premium of Rs. 31.05 (Rupees Thirty One and Five paise only) per Equity Share, which is higher than the issue price as determined as per the SEBI (ICDR) Regulations.
Since there is no capitalization of profit, right issue, bonus issue, re-classification of Shares or any other corporate action in the Company during last more than one year, there is no adjustment in pricing, required to be made, in terms of Regulation 166 of the SEBI (ICDR) Regulations.
All other contents of the EGM Notice together with the explanatory statement thereof, save and except as modified or supplemented by the Corrigendum, shall remain unchanged. Capitalized terms used but not defined herein shall have the same meaning ascribed to them in the EGM Notice and the explanatory statement thereof.
This Corrigendum shall form an integral part of the EGM Notice together with the explanatory statement thereof, which has already been circulated to the members of the Company on May 19, 2026, and on and from the date hereof, the EGM Notice together with the explanatory statement
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thereto shall always be read in conjunction with this Corrigendum. Accordingly, all concerned shareholders, Stock Exchanges, depositories, registrar and share transfer agent, agencies appointed for e-voting, other authorities, regulators, and all other concerned persons are requested to take note of the above changes.
This Corrigendum is available on the website of the Company at www.sumedhafiscal.com, the websites of the Stock Exchange at www.bseindia.com and is also available on the website of CDSL at www.evotingindia.com.
Registered Office:
6A Geetanjali,
8B Middleton Street,
Kolkata – 700 071
Date: June 02, 2026
By Order of the Board
For Sumedha Fiscal Services Ltd.
Sd/-
Dhwani Fatehpuria
Company Secretary & Compliance Officer
Membership No. FCS12817