Shareholders meeting

NOTICE NOTICE is hereby given that the 91st Annual General Meeting of N.B.I. Industrial Finance Co. Ltd. will be held on Friday, the 21st August, 2026 at 11:00 A.M. at 21, Strand Road, Top floor, Kolkata – 700 001 to transact the following business: ORDINARY BUSINESS: 1. To receive, consider and adopt the Annual Audited Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Board of Directors and the Auditors thereon. 2. To declare Dividend on Equity Shares for the financial year ended 31st March, 2026. 3. To consider and, if thought fit, to pass the following resolution, as a Special Resolution: To appoint a Director in place of Shri Bankat Lal Gaggar (DIN: 00404123), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment. RESOLVED THAT pursuant to the provisions of Regulation 17 (1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, if any, and pursuant to other laws and regulations, if any, as amended from time to time, consent of the members of the Company be and is hereby accorded for re-appointment of directorship of Shri Bankat Lal Gaggar (DIN: 00404123) who has attained the age of seventy five years, as Non-Executive Non - Independent Director. 4. To consider and, if thought fit, to pass the following resolution, as a Special Resolution: To appoint a Director in place of Shri Jagdish Prasad Mundra (DIN: 00630475), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment. RESOLVED THAT pursuant to the provisions of Regulation 17 (1A) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions, if any, and pursuant to other laws and regulations, if any, as amended from time to time, consent of the members of the Company be and is hereby accorded for re -appointment of directorship of Shri Jagdish Prasad Mundra (DIN: 00630475) who has attained the age of seventy five years, as Non-Executive Non - Independent Director. 5. To fix remuneration of Statutory Auditors M/s. R Kothari & Co LLP, Chartered Accountants, (Firm Registration No. 307069E), for the financial year ending 31st March, 2027 and, in this connection, to consider and if thought fit to pass with or without modification the following Resolution as an Ordinary Resolution: “Resolved that the Board of Directors (including the Audit Committee of the Board or any other person(s) authorised by the Board or Audit Committee in this regard) be and is hereby authorised to fix the remuneration of Statutory Auditors M/s. R Kothari & Co LLP, Chartered Accountants, (Firm Registration No. 307069E), for the year ending 31st March, 2027 in consultation with the Auditors and reimbursement of out pocket expenses, if any, in addition thereto and taxes as applicable.” SPECIAL BUSINESS: 6. To consider and, if thought fit, to pass the following resolution, as a Special Resolution: To re-appoint Shri Sundrapandiyapuram Pichumani Kumar as Manager and Chief Financial Officer of the Company and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to sections 196, 197 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Rules framed thereunder (including any statutory modifications or re-enactments thereof for the time being in force), Shri Sundrapandiyapuram Pichumani Kumar be and is hereby re-appointed as Manager and Chief Financial Officer of the Company for a period of 2 (two) years commencing from 27th September, 2026 on the following remuneration with other terms and conditions as follows : A SALARY: Basic Salary Rs.1,32,890/- (Rupees One Lac Eleven Thousand Two Hundred Eighty only) per month. B OTHERS: i) House Rent Allowance 28% of Basic Salary ii) Medical Allowance/Medical 20% of Basic Salary Reimbursement/ Conveyance Allowance iii) Leave Travel Assistance Upto 15% of yearly Basic Salary payable once every year and accumulable upto 2 years at the option of the appointee. iv) Ex-gratia 10% of Yearly Basic Salary of previous financial year payable once every year. v) Contributory Provident Fund Benefit of Contributory Provident Fund with Company’s contribution being 12% of Basic salary. C OTHER TERMS AND CONDITIONS: i) Board of Directors at its sole discretion may grant increments from time to time including arrears thereof. Gratuity as per provisions of the Payment of Gratuity Act, 1972 iii) Privilege & Other Leave as per Rules of the Company. iv) Reimbursement of actual expenses incurred in connection with the Company’s business and such other benefits / amenities and privileges as may, from time to time, be determined by the Board of Directors of the Company. FURTHER RESOLVED THAT in the event of there being no profit or inadequacy of profits for any financial year, Shri Sundrapandiyapuram Pichumani Kumar shall be entitled to the above remuneration as minimum remuneration subject however to the ceiling specified in Schedule V of the Act.” By Order of the Board of Directors Registered Office: For N. B. I. Industrial Finance Co. Ltd. HMP House, 4, Fairlie Place, 2nd Floor, Room No. 229, Kolkata – 700 001 Place: Kolkata Ashish Kedia Company Secretary & Compliance Officer Date: 13th May, 2026 Membership No.: A69190 NOTES: 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“Act”) setting out material facts concerning the business under Item Nos. 6 of the Notice is annexed hereto. The relevant details, pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standards - 2 on General Meetings issued by the Institute of Company Secretaries of India, in respect of Manager and Chief Financial Officer seeking re-appointment at this AGM is also annexed. 2. The details required pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Directors Shri Bankat Lal Gaggar (DIN: 00404123) and Shri Jagdish Prasad Mundra (DIN: 00630475) seeking re-appointment at the 91st Annual General Meeting is also annexed. 3. The voting rights of Members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut- off date of Friday, 14th August, 2026. 4. Members seeking any information with regard to the Accounts or any matter to be placed at the AGM, are requested to write to the Company on or before Friday, 14th August, 2026 through e -mail at nbifinance@ymail.com to enable the company reply suitably during the AGM. 5. Pursuant to the provisions of the Act, a MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (THE “MEETING”) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS/HER BEHALF ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXY IN ORDER TO BE EFFECTIVE MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY, DULY COMPLETED AND SIGNED, NOT LESS THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING. The proxy form for the purpose is enclosed. A person can act as a proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent (10%) of the total share capital of the company carrying voting rights. A member holding more than ten percent of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. A member may vote either for or against each resolution. 6. Members are requested to intimate/update changes, if any, pertaining to their name, postal address, e- mail address, teleph [Showing first 8,000 characters — download PDF for full document]