Dharni Capital Services Ltd

DHARNI CAPITAL SERVICES LIMITED — Trading window closure from 1st October, 2026 till expiry of 48 hours after the declaration of Un-audited Financial results for the half year ended 30th September, 2026

AGM Details

• Date and time: 18 September 2026, 11:00 AM.
• Mode: Physical AGM with ballot voting.
• Voting method: Ballot papers; no e-voting facility.
• Voting eligibility cut-off: 11 September 2026.
• Total shareholders on record: 170.

Key Resolutions

• Adoption of Audited Standalone and Consolidated Financial Statements.

Voting Results

• Resolution passed with requisite majority.
• Promoter votes in favour: 14,990,000; 0 against.
• Public votes in favour: 219,000; 0 against.
• Total votes cast: 15,209,000; 74.66% of shares.

Statutory Auditor Re-appointment

• Type: Re-appointment of Statutory Auditors.
• Name: M/s BSD & Co, Chartered Accountants.
• Term: Five-year term from the 11th AGM conclusion to the 16th AGM conclusion.
• Reason: Re-appointment of BSD & Co as Statutory Auditors.
• Remuneration: To be fixed by shareholders.
• Profile: Firm with over five decades in statutory audit and assurance.
• Relationships: No director relationships disclosed with company.
• Other disclosures: Not applicable.

AGM details

• 11th AGM held on 18 Sept 2026, 11:00–11:30 IST at the registered office.
• Ballot voting facility available; 11 members attended; chair and auditors present.
• Auditors' and Secretarial Auditor reports had no qualifications.

Resolutions proposed

• Adopt audited standalone financial statements for FY ended 31 March 2026.
• Adopt audited consolidated financial statements for FY ended 31 March 2026.
• Re-appoint Ms. Preeti Saraogi as director (retiring by rotation).
• Re-appoint M/s BSD & Co. as statutory auditors for five-year term (FY 2026-27 to 2030-31).

Voting & scrutiny

• Scrutinizer appointed: Ronak Jhuthawat & Co.
• Voting results to be displayed on website and intimated to stock exchanges.

AGM voting eligibility

• Cut-off date for voting eligibility fixed at 11 September 2026 ahead of AGM on 18 September 2026.

Financial snapshot

• Standalone revenue 667.05 Lakhs; PAT 286.03; FY2025-26.
• Consolidated revenue 1252.70 Lakhs; PAT 466.83; YoY revenue +37.09%, PAT +15.94%.
• Standalone net worth 2321.23 Lakhs; Consolidated net worth 2582.57 Lakhs; growth 14.05% / 22.07%.
• EPS: Standalone 1.40; Consolidated 2.29.
• Dividend: No dividend declared for the year.
• Share capital: Authorized Rs 2.10 crore; paid-up Rs 2.037 crore; 2,037,000 shares.
• Hemant Dharnidharka holds 68.48% of shares.

Performance and growth

• Consolidated revenue growth of 37.09%; PAT up 15.94%.
• Standalone revenue moderated; profitability maintained amid selective opportunities.
• Industry tailwinds: mutual fund AAUM ~₹73.75 lakh crore; SIP inflows rising.
• Outlook: expand advisory services and digital capabilities; governance and risk management focus.

Governance & capital structure

• Board of four directors as of 31.03.2026: Hemant (MD), Preeti, Jaideep, Shenaz.
• Hemant reappointed as MD for 3 years to Aug 2028.
• Shenaz appointed Independent Director from 02.08.2025; Vinay Agarwal resigned.
• Antima Kataria resigned; Disha Jain appointed Company Secretary on 08.09.2025.
• Statutory Auditor BSD & Co reappointed for five years (to 2031).
• Independent Directors met on 30.03.2026.
• CSR not applicable.

Subsidiaries & associate

• Subsidiary: Dharni Consulting Private Limited; 100% held; turnover 399.77 Lakhs; PAT 152.33.
• Associate: Dhanayu Finance Private Limited; 49.28% holding; turnover 79.37; PAT 57.77.
• AOC-1 attached; group comprises two entities.

Related party transactions

• Inter-company loan to Dharni Consulting Pvt Ltd: Rs 700 Lakhs at 12.5%.
• Loans and investments among MD, subsidiaries and associates disclosed; policy on website.
• Dharni Consulting is a subsidiary; Dhanayu Finance is an associate.
• Form AOC-2 not applicable; related party disclosures in notes.

Risks, controls & CSR

• CSR policy: not applicable for the year.
• Risk management framework in place; board oversight and monitoring.
• Internal controls: adequate; internal and secretarial audits conducted; no qualifications.
• No major regulator orders impacting going concern reported.

Outlook

• Strategic emphasis on advisory capabilities and technology-driven solutions.
• Risks include market volatility, regulatory changes, geopolitical factors, and cybersecurity.

Dematerialisation status

• No dematerialisation/rematerialisation requests were received; no physical folios or securities were received.

Target entity

• Dhanayu Finance Private Limited, an NBFC operating in India.
• Incorporated on 31.08.2024.
• Business presence is in India.

Scale and background

• Paid-up capital is Rs. 12.40 crore.
• Turnover was Rs. 45.39 lakh in 2025 and Rs. 79.37 lakh in 2026.
• It provides financial services and has sufficient capital adequacy and liquidity.

Transaction details

• Dharni Capital Services will invest Rs. 15.28 crore via rights issue.
• 1,52,77,500 equity shares of Rs. 10 each will be subscribed.
• Current holding is 49.28%; post-issue holding remains up to the same percentage if fully subscribed.

Related party and approvals

• The target is an associate company, making this a related party transaction.
• Promoter-director Hemant Dharnidharka is also a director in the target.
• No governmental or regulatory approval is required.

Purpose and timing

• Capital infusion supports working capital needs, liquidity, and business expansion.
• The target is outside the acquirer's main line of business.
• Completion is expected within one month.

Financial results

• Approved audited standalone and consolidated results for half year and year ended 31 March 2026.
• Standalone revenue from operations was Rs. 555.55 lakh; profit after tax was Rs. 286.03 lakh.
• Consolidated revenue from operations was Rs. 955.32 lakh; profit after tax was Rs. 466.83 lakh.
• Approved standalone and consolidated balance sheets and cash flow statements for 31 March 2026.

Investment approval

• Approved investment of Rs. 15.28 crore in Dhanayu Finance Private Limited through rights issue.
• Investment covers 1,52,77,500 equity shares of Rs. 10 each.
• Current holding is 49.28%; post-issue holding may remain at the same percentage if fully subscribed.

Auditor opinion

• Statutory auditor issued unmodified opinions on standalone and consolidated audited financial results.
• Auditor reported adequate and effective internal financial controls over financial reporting.
• Auditor noted no pending litigations impacting financial position in the standalone report.

Governance and disclosures

• Dhanayu Finance Private Limited is an associate company and related party of the company.
• The acquisition is stated to support working capital and business expansion.
• No investor complaints were pending, received, disposed, or unresolved during the year.