Explicit Finance Ltd

Explicit Finance Limited: Closure of Trading Window from October 01, 2026 till 48 hours after declaration of unaudited financial results for the quarter and half year ended September 30, 2026

Financial highlights

• Total revenue 327.07 Lacs for year ended 31 Mar 2026, down from 678.94 Lacs.
• Revenue from operations 254.51 Lacs; other income 72.56 Lacs.
• PAT after tax -0.87 Lacs; EPS -0.01 Rs.
• Dividend not declared for FY2025-26.

Balance sheet snapshot

• Equity share capital 926.76 Lacs; total equity 789.59 Lacs.
• Total assets 798.62 Lacs; loans and advances 747.96 Lacs (non-current).
• Borrowings 0.00 Lacs; no debt outstanding.
• Net worth positive at 789.59 Lacs.

Cash flow and liquidity

• Cash and cash equivalents end of year 25.88 Lacs.
• Net cash from operating activities: outflow 161.16 Lacs.
• Net cash used in investing activities: 1.41 Lacs outflow.
• Net cash decrease for year: 162.57 Lacs.

Capital structure and holdings

• Shares issued: 9,267,600; promoter 12.09%, public 87.91%.
• Demat holdings: 86.11% of shares in demat form.
• Promoters fully dematerialised (100%).

Governance & controls

• Auditor: GMCS & Co; unqualified standalone report.
• Key audit matter: impairment of financial assets (ECL).
• Secretarial Audit: one qualification; fine paid.
• Related party transactions on arm's length basis; policy on company website.
• NBFC regulated by RBI; compliant with RBI norms.

Shareholder information & governance events

• AGM scheduled for Sep 30, 2026; book closure Sep 23-30, 2026.
• Board meetings held: four in 2025-26; independent director meeting on 14-02-2026.
• CFO change during year: Siddhesh Patil ceased; Narendrasinh Zala appointed Aug 14, 2025.

Regulatory & risk disclosures

• NBFC status; RBI registration 13.00685; compliance with applicable laws.
• Industry risks: regulatory, liquidity, and market volatility; NBFC sector dynamics.

Resignation details

• Ms. Vandana Kalokhe, Additional Director (Non-Executive Independent), resigned with immediate effect.
• Resignation date: 31 August 2026.
• Reason: pre-occupation of work.
• There are no other material reasons for resignation.
• Post vacated: Independent Additional Director.

Board actions

• Standalone unaudited results for quarter ended June 30, 2026 approved.
• AGM date, notices, and remote e-voting cut-off fixed.
• Scrutiniser for remote e-voting appointed.
• Ms. Dipali Rajendra Marathe appointed as additional Independent Director.
• Independent Director term five years from Aug 12, 2026, subject to shareholders approval.

Auditor remarks

• Independent Auditor's Limited Review: no material misstatement observed.

Financial results

• Un-audited standalone results for quarter ended June 30, 2026 approved

AGM and governance actions

• Fixed date, time and venue of AGM for FY ended March 31, 2026 approved
• Directors' report for FY ended March 31, 2026 approved
• Notice convening AGM along with Annual Report approved
• Cut-off dates fixed for dispatch of AGM notice and for remote e-voting
• Scrutiniser for remote e-voting and AGM voting appointed

Director appointment

• Ms. Dipali Rajendra Marathe appointed as additional director (Non-Executive Independent) w.e.f. 12 Aug 2026
• Term five years to 11 Aug 2031, subject to shareholders' approval
• DIN 11853543; not related to any director or KMP
• Not debarred from holding office by SEBI or any authority

Meeting Details

• Board meeting scheduled for August 12, 2026 at the registered office (time not disclosed).

Key Agenda Items

• To consider and approve unaudited standalone financial results for quarter ended June 30, 2026.
• To fix date, time and venue of AGM for FY ended March 31, 2026.
• To approve directors' report for FY ended March 31, 2026.
• To approve the notice convening AGM along with Annual Report for FY ended March 31, 2026.
• To fix cut-off date for dispatch of AGM notice.
• To fix cut-off date for remote e-voting and voting at AGM for FY ended March 31, 2026.
• To appoint the scrutiniser for remote e-voting and voting process for AGM.
• To appoint Dipali Rajendra Marathe (DIN: 11853543) as additional Independent Director.

Other Notes

• Trading window closure periods not specified in filing.

Dematerialisation status for period

• Dematerialisation requests were confirmed as processed to depositories.
• Securities dematerialised have been listed on stock exchanges where existing securities are listed.
• Physical certificates were mutilated and cancelled after verification; depository name substituted as registered owner within 15 days.

Meeting Details

• Board meeting scheduled for Tuesday, 16 June 2026.
• Meeting location: registered office of Explicit Finance Limited.

Key Agenda Items

• Appointment of an Independent Director.

Other Notes

• No additional material items disclosed.