PMC Fincorp Ltd

Auditor appointment

• AGM 24 Sep 2026 approved appointment of Sunil K. Gupta & Associates as statutory auditors for five years.
• Appointment is for five consecutive years from AGM conclusion to the 46th AGM in FY 2031.
• FRN: 002154N.

AGM Details

• AGM held on 24 September 2026 at 11:00 A.M. IST via VC/OAVM.
• Record date for voting entitlements: 18 September 2026.
• Remote e-voting period: 21–23 September 2026.
• Deemed venue: Registered Office, Rampur, UP.

Resolutions and outcomes

• Resolution 1: adoption of audited standalone financial statements; passed with ~99.88% in favour.
• Resolution 2: director Raj Kumar Modi reappointment by rotation; approved with ~99.87%.
• Resolution 3: appointment of Sunil K. Gupta & Associates as statutory auditors; approved with ~99.88%.

Attendance & voting

• Promoter group attended via VC: 6; Public: 43 participants.
• Total votes polled across resolutions: around 199 million; in-favour about 99.88%.

Directors & Auditors

• Director: Raj Kumar Modi reappointed by rotation.
• Auditor: Sunil K. Gupta & Associates appointed as statutory auditors.

AGM Details

• Held on 24 Sep 2026 via VC/OAVM
• Commenced 11:00 a.m. and concluded 11:52 a.m. IST
• E-voting available for 15 minutes after conclusion
• Deemed venue: Registered Office

Ordinary Business Resolutions

• Adopt audited standalone financial statements for year ended 31 March 2026
• Re-appoint Raj Kumar Modi as director (retiring by rotation)
• Appoint Sunil K. Gupta & Associates as statutory auditors

Voting Results

• All resolutions passed with requisite majority

Dividend

• No dividend declared or proposed

Director Changes

• Raj Kumar Modi re-appointed as director (retiring by rotation)

Auditor Appointments

• Sunil K. Gupta & Associates appointed as statutory auditors

Material Related Party Transactions

• No material RPTs disclosed

Other Material Approvals

• No other material approvals reported

PMC Fincorp Limited — Trading Window closed from October 01, 2026 till 48 hours after the conclusion of the Board Meeting to consider Unaudited Standalone Financial Results for quarter and half year ending September 30, 2026

Director resignation

• Name and designation: Puneet Arora, Non-Executive Non-Independent Director.
• Directorship type is Non-Executive Non-Independent.
• Resignation becomes effective on September 02, 2026.
• Reason for resignation: preoccupation with other professional commitments; mutual decision.
• No material reasons beyond those stated.

AGM & Book Closure Details

• Book closure: Sep 18–24, 2026 (inclusive) for AGM.
• Record date for voting: Sep 18, 2026.
• AGM date and time: Sep 24, 2026 at 11:00 AM.
• E-voting window: Sep 21, 2026 9:00 AM to Sep 23, 2026 5:00 PM IST.
• Security type: shares.

Financial performance

• FY2026 revenue from operations: 1,823.67 lakh, down 14.16% YoY.
• EBITDA: 1,223.16 lakh; margin fell to 67.07%.
• PBT before tax: 879.59 lakh; PBT margin 48.23% vs 86.75% prior.
• PAT: 615.21 lakh; PAT margin 33.73% vs 67.55% prior.
• EPS: 0.09; YoY change -57.13%.
• Net worth: 18,569.72 lakh; Book value per share: ₹2.61.
• Dividend for FY2025-26 not declared; capital allocation via warrants planned.
• AGM 41st scheduled on 24 Sep 2026 via VC/OAVM.
• Authorized capital increased to ₹100 crore; up to 9 crore convertible warrants issued.

Capital structure & cash flows

• Issuance of up to 9 crore fully convertible warrants to non-promoters; aggregate issue up to ₹23.58 crore.
• Proceeds from warrants recognized; cash flow from financing shows ₹589.50 lakh from warrant issue.
• Cash and cash equivalents ended at ₹297.02 lakh; prior year ₹4,718.95 lakh.
• Net cash from operating activities: outflow ₹673.84 lakh; investing activities: inflow ₹356.78 lakh.
• Net cash from financing activities: outflow ₹4,104.88 lakh.
• Equity share capital stood at ₹7,120.82 lakh; total equity ₹18,569.72 lakh.

Governance & board changes

• Board size: 7 directors; 1 MD, 1 WTD, 3 independent non-executives, 2 non-exec non-independent.
• Puneet Arora appointed as Executive Director Feb 17, 2026; redesignated as Non-Executive Non-Independent Apr 1, 2026.
• Sunil K. Gupta & Associates appointed Statutory Auditors Dec 9, 2025; approved Jan 16, 2026.
• Pankaj Gupta & Co. resigned Nov 14, 2025; no adverse auditor remarks.
• Secretarial Auditor: Anamika Bhola & Associates; Secretarial Audit report unqualified.
• CSR Committee formed; independence declarations obtained from all Independent Directors.

Audit, risk & compliance

• NBFC RBI registration retained; no deposits accepted during 2025-26.
• SEBI PFUTP case: SAT quashed SEBI order; Supreme Court appeal filed by SEBI.
• Tax disputes: multiple demands (AY 2013-14 to 2019-20) under R. 153A, appeals filed.
• Internal controls: adequate IFS controls; independent auditor confirms effectiveness.
• Whistle blower policy in place; no complaints received during the year.

Dividends & capital allocation

• Dividend for FY2025-26 not recommended; profits conserved as RBI reserves.
• CSR spend: ₹15.72 lakh; project via Jan Kalyan Charitable Trust for Health/Livelihood.
• Rights issues/warrants used to augment capital base; 9 crore warrants issued to non-promoter group.

CSR & sustainability

• CSR policy aligned to Section 135; multiple governance approvals obtained.
• CSR project: Promoting Health, Livelihood Enhancement via Jan Kalyan Charitable Trust; ₹15.72 lakh spent.
• CSR Committee held two meetings in 2025-26; impact reporting annexed.

Related party transactions

• Related party transactions disclosed; all at arm's length and in ordinary course.
• Promoter group entities (RRP, Prabhat, etc.) and Filmcity Media Limited engaged for loans/advances.
• Remuneration paid to KMPs and directors disclosed; some balances outstanding with related parties.

Management discussion & outlook

• Outlook: profit in FY2025-26; focused on risk-managed capital deployment.
• Strategy emphasizes limiting leverage; repositioning portfolios to reflect market trends.
• Macro backdrop: Indian economy resilient; capital markets undergoing structural shifts.

Key governance disclosures

• Management discussion and analysis issued separately; governance certificate by statutory auditor.
• Board evaluation and committee evaluation completed; actions implemented from feedback.
• Compliance posters: confidentiality safeguards, insider trading code, and privacy disclosures.

AGM Details

• Mode: VC/OAVM; no physical attendance.
• Date/time: scheduled for 11:00 IST.
• Record/Book closure around the AGM period.
• VC access limited to 1000 members.
• Remote e-voting window opens before meeting; cut-off date disclosed.

Key Resolutions

• Adopt audited standalone financial statements for the year.
• Director to be reappointed by rotation.
• Statutory auditors appointed for five-year term; remuneration to be fixed by Board on recommendation of Audit Committee.