Northern Arc Capital AGM 2026: ₹5,000 Cr NCD Plan

AGM set for August 18 via VC/OAVM

Northern Arc Capital has scheduled its 18th Annual General Meeting (AGM) for Tuesday, August 18, 2026 at 11:30 A.M. (IST). The meeting will be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). The agenda includes shareholder approvals linked to capital raising, higher borrowing powers, governance updates, and revisions to executive remuneration.

A key focus is the company’s plan to raise debt via private placement and expand overall borrowing capacity to support business expansion and loan disbursements. Alongside fundraising, the notice outlines a statutory audit change required under RBI norms for large NBFCs. The AGM will also consider amendments to the ESOP plan implementation process.

E-voting window, cut-off date, and service provider

Northern Arc Capital has laid out a remote e-voting schedule ahead of the AGM. Voting rights will be determined based on shareholding as of the cut-off date, August 12, 2026. Remote e-voting opens on August 14, 2026 and closes on August 17, 2026.

The company has appointed National Securities Depository Limited (NSDL) to facilitate e-voting services. This setup is intended to enable shareholder participation without physical attendance, consistent with a VC/OAVM AGM format. Investors who intend to vote are expected to do so within the stated window.

Key dates and logistics at a glance

The company’s notice provides a clear timeline for shareholders to track participation and voting.

Capital raising: NCD issuance of up to ₹5,000 crore

Shareholders will be asked to approve a special resolution for issuing Non-Convertible Debentures (NCDs) of up to ₹5,000 crore through private placement. The proposal is referenced under Section 42 of the Companies Act, 2013. As outlined, the company intends to use proceeds to augment resources for on-lending, refinance existing debt, meet working capital requirements, and fund general corporate purposes.

The NCD resolution aligns with Northern Arc Capital’s broader plan to expand its ability to fund lending activity. For investors, the detail that the fundraising is via private placement signals a debt issuance approach targeted at eligible investors, rather than a public issue.

Higher borrowing powers and asset charge approvals

The AGM notice also seeks shareholder consent to increase borrowing powers under Section 180(1)(c) of the Companies Act, 2013. The total borrowing limit, inclusive of interest and other monies payable, is proposed to rise from ₹15,000 crore to ₹17,000 crore.

In parallel, the Board is seeking consent to create charges on company assets under Section 180(1)(a) of the Companies Act, 2013. The proposed asset charge limit is up to ₹17,000 crore. Together, these resolutions are designed to provide flexibility for borrowing and securing such borrowings, subject to shareholder approval.

Joint statutory auditor appointment under RBI norms

Northern Arc Capital disclosed that, as per RBI guidelines for NBFCs with asset sizes exceeding ₹15,000 crore, it must appoint joint statutory auditors. The company has proposed appointing M/s. R. Subramaniyan and Company LLP as Joint Statutory Auditors alongside the existing auditors, M/s. Walker Chandiok & Co.

The proposed appointment is for a three-year term commencing from the conclusion of this AGM until the 21st AGM in FY29-30. The company has also stated that it has appointed M/s. R. Subramaniyan and Company LLP as its Joint Statutory Auditors for a period of three years, subject to shareholder approval. This item places a formal shareholder vote behind a governance requirement driven by regulatory thresholds.

Director re-appointment on rotation

The Board is seeking the re-appointment of Mr. Vijay Nallan Chakravarthi as a director liable to retire by rotation. The notice cites his experience in private equity and investment management as being aligned with the company’s strategic direction.

For shareholders, director rotation resolutions are routine but important governance checkpoints. They determine board continuity and reflect whether the board composition is being refreshed within the framework of applicable regulations.

Remuneration proposals for Chairperson and MD and CEO

The AGM will also consider revisions to remuneration for key leadership. For Mr. P S Jayakumar (Chairperson), shareholder approval is sought for a revised commission of ₹2.03 crore for FY26-27, excluding sitting fees. The notice states this amount represents 0.5% of net profits and exceeds 50% of the total annual remuneration payable to all non-executive directors, requiring shareholder approval under SEBI Listing Regulations.

For Mr. Ashish Mehrotra (MD and CEO), the Board has recommended revising managerial remuneration effective April 1, 2026. The proposed package includes fixed pay of ₹6.05 crore per annum and variable pay of ₹3.52 crore per annum, with 80% paid in FY26-27 and 20% deferred. Shareholders are also asked to ratify a Special Discretionary Payout of ₹2.10 crore for FY25-26, which the notice links to 22% YoY growth in lending AUM and 33% YoY growth in Profit After Tax.

ESOP Plan 2016 amendment: trust route to direct route

A special resolution will amend the Northern Arc Employee Stock Option Plan 2016 to shift implementation from the Trust Route to the Direct Route. As described, the change is intended to reduce administrative burden and operational delays associated with allotment through the Northern Arc Employee Welfare Trust. Under the direct route, equity shares would be allotted directly to eligible employees upon exercise of options.

The notice also provides the ESOP pool details: the total ESOP pool remains at 94,78,967 options, with 7,05,267 ungranted options available for future grants. This part of the agenda is procedural in nature, while still being relevant for shareholders monitoring dilution mechanics and employee incentives.

Earnings call scheduled for July 27, 2026

Separately from the AGM, Northern Arc Capital has scheduled an earnings conference call on Monday, July 27, 2026 at 18:30 IST. The call is to discuss operational and financial performance for the first quarter ended June 30, 2026.

The company has provided universal access numbers for participants in India and international locations, including Hong Kong, Singapore, the UK, and the USA. India dial-in numbers listed are +91 22 6280 1144 and +91 22 7115 8045.

Company and investor contact details disclosed

The notice includes key contact points for shareholders and investors. The registered office is listed as No 1, Kanagam Village, 10th Floor, IITM Research Park, Taramani, Chennai (Madras), Tamil Nadu 600113 (Tel: 044-66687000; Fax: 044-66687010; Email: cs@northernarc.com; Website: http://www.northernarc.com).

It also lists the registrar address in Hyderabad, Telangana, with contact emails including einward.ris@karvy.com, and separately references KFin Technologies Limited (formerly KFin Technologies Private Limited) with email einward.ris@kfintech.com. For investor grievances, the designated official is Prakash Chandra Panda, Company Secretary and Compliance Officer (Phone: 044-6668 7000; Email: prakash.panda@northernarc.com). The company has also shared a process for investors to claim unclaimed interest, dividend, or redemption amounts, including documentation and an email contact investors@northernarc.com.

Market context and what shareholders will be watching

The resolutions combine funding flexibility, governance alignment with RBI thresholds, and senior management pay approvals. The largest numeric items are the proposed NCD issuance cap of ₹5,000 crore and the increase in total borrowing powers to ₹17,000 crore from ₹15,000 crore, alongside an asset charge authorization of up to ₹17,000 crore.

Investors may also track the company’s stated lending and profitability momentum cited in the CEO payout proposal, including 22% YoY growth in lending AUM and 33% YoY growth in Profit After Tax. Separately, the notice data mentions the company’s minimum and maximum interest rates charged at 13.25% and 17.63% respectively. Stock and listing identifiers included are BSE Code 544260 and NSE Symbol NORTHARC, with the company listed on BSE Ltd. and the National Stock Exchange of India Ltd.

Conclusion

Northern Arc Capital’s August 18, 2026 AGM is structured around shareholder approvals for debt fundraising, expanded borrowing capacity, statutory audit changes, ESOP execution mechanics, and leadership remuneration. The e-voting process runs from August 14 to August 17, 2026, with eligibility based on holdings as of August 12, 2026. Before the AGM, the company has scheduled a Q1 earnings conference call for July 27, 2026 at 18:30 IST, offering investors a nearer-term checkpoint on performance.