notice of annual general meeting

Date: 02nd September, 2026 The Department of Corporate Services, BSE Limited Phiroze, Jeejeebhoy Towers, Dalal Street, Mumbai - 400001 Ref.: Scrip Code- 509053 Sub: notice of AGM Dear Sir(s), The 43rd Annual General Meeting (‘AGM’) of the Company will be held on Thursday, 24th September, 2026 AT 02.00 P.M. through Video Conference/Other Audio Visual Means, in accordance with the General Circular dated September 22, 2025 read together with circulars dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, December 8, 2021, December 14, 2021, May 5, 2022, December 28, 2022, September 25, 2023 and September 19, 2024 (collectively referred to as “MCA Circulars”), permitted convening the Annual General Meeting (“AGM” / “Meeting”) through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”), without physical presence of the members at a common venue. In accordance with the MCA Circulars and applicable provisions of the Companies Act, 2013 (“Act”) read with Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the AGM of the Company is being held through VC / OAVM. The deemed venue for the AGM shall be the registered office of the Company. The Annual Report of the Company is also available on the website of the Company at https://banasfinance.wordpress.com. Kindly take the aforesaid information on record in compliance of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. We request you to kindly take the above on your record. Thanking You Yours Faithfully, For Banas Finance Limited Prajna Naik Company Secretary 43RD ANNUAL GENERAL MEETING BANAS FY 2025-2026 FINANCE LIMIT NOTICE OF 43RD ANNUAL GENERAL MEETING Notice is hereby given that the 43rd ANNUAL GENERAL MEETING of the Members of BANAS FINANCE LIMITED (the ‘Company’) will be held on Thursday, 24th September, 2026 AT 02.00 P.M. IST through Video Conferencing (‘VC’)/Other Audio-Visual Means (‘OAVM’) to transact the following businesses: - ORDINARY BUSINESS: 1. ADOPTION OF AUDITED FINANCIAL STATEMENTS: To consider and adopt: (a) the Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2026 and the reports of the Board of Directors and Auditors thereon; and (b) The Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026 and the report of Auditors thereon and, in this regard, to consider and if thought fit, to pass the following resolutions with or without modifications, if any as Ordinary Resolutions: “RESOLVED THAT the Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2026 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.” “RESOLVED THAT the Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2026 and the report of Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.” “RESOLVED FURTHER THAT any Directors or Company Secretary of the company be and are hereby authorized, as the case may be, and file necessary form(s) with concerned ROC, to take all such steps as may be necessary, proper and expedient to give complete effect to this resolution.” 2. RE APPOINTMENT OF DIRECTOR: To appoint a Director in place of Mr. Girraj Kishor Agrawal (DIN-00290959), who is retiring by rotation in terms of Section 152(6) of the Companies Act, 2013 and, being eligible, offers himself for re-appointment in this regard, to consider and if thought fit, to pass the following resolutions with or without modifications, if any as Ordinary Resolutions: "RESOLVED THAT Mr. Girraj Kishor Agrawal (DIN-00290959) Director of the Company, who retires by rotation at this 43rd Annual General Meeting and being eligible offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company and that his period of office be liable to determination by retirement of Directors by rotation." SPECIAL BUSINESS: 3. APPOINTMENT OF M/S JAY BHATT & ASSOCIATES AS SECRETARIAL AUDITOR OF THE COMPANY. To consider and if thought fits to pass with or without modifications, if any, the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 204(1) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 24A and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including the latest amendments notified on 12th December 2024 and 31st December 2024, and other applicable laws, if any, and based upon the recommendation of Audit committee and Board of Directors of the Company, consent of the members of the Company be and is hereby accorded to appoint M/s. Jay Bhatt & Associates, Practicing Company Secretary, holding membership No. 46916 and Certificate of Practice No. 28320 as the Secretarial Auditor of the Company for 5 (five) consecutive years from the conclusion of this 43rd Annual General Meeting till the conclusion of 48th Annual General Meeting of the Company to be held in F.Y. 2030-31 at such remuneration as shall be fixed by the Board of Directors of the Company in addition to the reimbursement of Goods and Service Tax and actual out-of-pocket expenses, if any. RESOLVED FURTHER THAT any Director or Company Secretary of the Company, be and is hereby authorized to sign and submit the necessary application and forms with appropriate authorities and to perform all such acts, deeds, and things as he may in his absolute discretion deem necessary or desirable for and on behalf of the Company for the purpose of giving effect to aforesaid resolution. 4. RE-APPOINTMENT OF M R. VIKASH KULHRIYA (DIN: 09014921) AS AN INDEPENDENT DIRECTOR OF THE COMPANY FOR THE SECOND TERM To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution “RESOLVED THAT pursuant to Section 149, 150, 152 read with Schedule IV of the Companies Act, 2013, the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions of the Act, including any 43RD ANNUAL GENERAL MEETING BANAS FY 2025-2026 FINANCE LIMIT modification or re-enactment thereof, applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval and recommendation of the Nomination and Remuneration Committee and that of the Board, Mr. VIKASH KULHRIYA (DIN: 09014921) who was appointed as an Independent Director of the Company for a first term of five consecutive years and who holds office as an Independent Director up to 29th September, 2026 being eligible for reappointment and meets the criteria for independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the LODR Regulations and in respect of whom the Company has received a notice in writing from a member under Section 160(1) of the Act, be and is hereby re-appointed as an Independent Director of the Company, to hold office for a second term of 5 (Five) years effective from 30th September, 2026 to 29th September, 2031 and that he shall not be liable to retire by rotation. RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing resolutions, the Board (which term shall include any Committee thereof for the time being exercising the powers conferred on the Board by this resolution) be and is hereby authorised to do all such acts, deeds and things, as it may in its absolute discretion deem necessary, proper or desirable, and to settle any question, difficulty or doubt that may arise in respect of aforesaid without being required to seek any further consent or approval o [Showing first 8,000 characters — download PDF for full document]