JFJMJ Fintech538834Board key decisions

Board approves Rs.15 crore loan limit to related party, Rs.7 crore NCD issue, director re-designations

Loan limit/financial assistance to JMJ Finance Limited (a related party) raised from Rs.10 Crores to Rs.15 Crores, subject to shareholder approval via Postal Ballot.

By ScoutQuest · Thu 22 Oct 2026, 6:20 PM IST · 3 min read

Loan limit to related party

raised from Rs.10 Crores to Rs.15 Crores

NCD issue size

Secured, unrated, redeemable NCDs up to ₹7,00,00,000/- on private placement

NCD coupon rates

10.50%, 12.00%, 12.50% & 13.40%

Board meeting outcome, 22 October 2026

The Board of Directors of the company met on Thursday, 22 October 2026, from 01:30 P.M. to 05:35 P.M. and approved the items below. Most of them are subject to approval of shareholders through Postal Ballot.

Lending to a related party

• The Board approved increasing the loan limit/financial assistance to JMJ Finance Limited, a related party entity, from Rs.10 Crores to Rs.15 Crores.
• This is subject to the approval of shareholders through Postal Ballot.

Fund raising through debentures

• The Board approved issuance of Secured, Unlisted, Unrated, Redeemable Non-Convertible Debentures (NCDs) aggregating up to ₹7,00,00,000/- (Rupees Seven Crores Only) on a private placement basis, in one or more tranches.
• It also approved the core terms and conditions, the draft Private Placement Offer Letter (Form PAS-4), opening of an Escrow Account, and related agreements.
• IDBI Trusteeship Services Limited has been appointed as Debenture Trustee for the proposed NCD issue; the trustee has given prior consent to act as trustee.

Key NCD terms

• Face value: Rs. 10,000/- each; minimum application size: 5 Debentures of Rs.10,000/- each.
• Interest rates: 10.50%, 12.00%, 12.50% & 13.40%.
• Subscription period: 28.10.2026 to 26.11.2026; deemed date of allotment: 27.11.2026.
• Security: first pari-passu / exclusive charge over identified assets/receivables of the Company.
• Redemption: bullet payment at par at the end of the tenure subscribed.
• Refund of application money within 15 days from the date of allotment, by direct credit/NECS/RTGS/NEFT or another mode permitted by RBI.

Changes in leadership

• Mrs Shiny Joju (DIN: 08205263) approved for appointment as Executive Director (Whole-time Director), subject to shareholders' approval through Postal Ballot and prior written approval from the Reserve Bank of India, with effect from the date whichever is later.
• Mr. Johny Madathumpady Lonappan (DIN: 00017895) approved for re-appointment and re-designation from Executive Chairman (Whole-time Director) to Executive Director (Whole-time Director), with effect from 01 December 2026, subject to shareholder approval through Postal Ballot.
• Mr. Joju Madathumpady Johny (DIN: 02712125) approved for re-appointment and re-designation from Managing Director to Chairman & Managing Director, with effect from 09 December 2026, subject to shareholder approval through Postal Ballot.
• The disclosure table notes that each of these three directors is related to the other two. None of them holds a Managing Director/CEO/Whole Time Director/Secretary/CFO/Manager position in any other company, per the update.
• The update states that none of the three is debarred from holding the office of Director by virtue of any SEBI order or statutory authority.

Next steps

• The Board approved the draft Postal Ballot Notice, Explanatory Statement and Calendar of Events, and fixed Friday, October 23, 2026 as the cut-off date for determining which members are eligible to receive the Postal Ballot Notice and vote electronically.
• M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, appointed as Scrutinizer for the Postal Ballot e-voting process.
• Central Depository Services (India) Limited (CDSL) appointed to provide remote e-voting facilities.

What this means for a retail holder

• The decision on the higher lending limit to a related party and on the director appointments/re-designations will be put to shareholders through the Postal Ballot, so members get to vote on them.
• The NCD issue is a borrowing by the company. The update describes the debentures as secured, unlisted, unrated and redeemable, with coupon rates between 10.50% and 13.40%.
• The three re-designations and the new appointment keep the senior leadership within the same set of related directors, as disclosed in the update's relationship table.

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