Premier Capital Services Ltd

Premier Capital Services Limited trading window closure from Thursday, 1st October, 2026 until 48 hours after the announcement of the Unaudited financial results of the Company for the quarter & half year ended 30th September, 2026.

Appointments & term details

• Bhupesh Kothari – Additional Non-Executive Director; 28 Sep 2026; next General Meeting.
• Saroj Kumar Choudhury – Additional Non-Executive Director; 28 Sep 2026; next General Meeting.
• Manas Ranjan Palo – Independent Director; appointed 28 Sep 2026; 5-year term to 27 Sep 2031, pending approval.
• Iranee Tripathy – Independent Director; appointed 28 Sep 2026; 5-year term to 27 Sep 2031, pending approval.
• Bhupesh Kothari – Profile: Commerce graduate; 25+ years agro-business; Director at Hargo Enterprises.
• Saroj Kumar Choudhury – Profile: MBA; 25+ years in business management.
• Manas Ranjan Palo – Profile: MBA; 24+ years in e-learning/software; 2 years UK.
• Iranee Tripathy – Profile: BA; pursuing CS (ICSI) and LL.B.
• Bhupesh Kothari – Relationship: Not related to other directors; Not debarred by SEBI.
• Saroj Kumar Choudhury – Relationship: Not related to other directors; Not debarred by SEBI.
• Manas Ranjan Palo – Relationship: Not related to other directors; Not debarred by SEBI.
• Iranee Tripathy – Relationship: Not related to other directors; Not debarred by SEBI.

Resignations & key KMP changes

• Manoj Sumatikumar Kasliwal – resigns as Non-Executive Director; 28 Sep 2026; per SPA.
• Sharda Manoj Kasliwal – resigns as Non-Executive Director; 28 Sep 2026; per SPA.
• Aman Sanghvi – resigns as Independent Director; 28 Sep 2026; no other material reasons.
• Neeraj Goenka – resigns as Independent Director; 28 Sep 2026; no other material reasons.
• Rajendra Kumar Mungar – CFO; resigns; 28 Sep 2026.
• Deepti Dubey – CEO; resigns; 28 Sep 2026; per SPA.

Parties and target

• Target company: Premier Capital Services Ltd.
• Acquirers are Hitesh Kothari HUF and Hargo Enterprises Private Limited.

AGM Details

• The 43rd AGM was held on 16 September 2026 at 12:30 PM via VC/OAVM.
• Book closure ran from 10 to 16 September 2026.
• Record date was 9 September 2026.
• Attendance: 22 members present via VC/OAVM.

Resolutions

• Item 1 Ordinary: Adoption of audited financial statements; passed.
• Item 2 Ordinary: Re-appointment of Sharda Manoj Kasliwal; passed.
• Item 3 Special: Approval of limits under section 186; passed.

Director changes

• Sharda Manoj Kasliwal re-appointed as director.

Related party transactions

• No material related party transactions approved.

Other material approvals

• No other material approvals disclosed.

AGM details

• Date and time: 16 September 2026, 12:30 PM IST
• Mode: Video Conferencing (VC/OAVM)

Key resolutions

• Adoption of Audited Standalone Financial Statements for year ended 31 March 2026
• Re-appointment by rotation of Mrs. Sharda Manoj Kasliwal as Director
• Special: approve limits under section 186 of the Companies Act 2013

Voting status

• Voting via CDSL; results to be declared with Scrutinizer's Report on website and exchanges

Director/ownership changes

• Promoter stake disposed; change in control/management effective 11 September 2026
• Director Sharda Kasliwal re-appointed (retires by rotation)

Key details

• Target Company: Premier Capital Services Limited.
• Disclosing Party: Pumarth Infrastructure Private Limited (Promoter).
• Transaction Type: Disposal of 1,22,89,790 shares (33.16%).
• Pre-Transaction Holding: 1,22,89,790 shares, 33.16%.
• Acquirers and holdings: Hitesh Kothari 18,53,103 (5%), Hitesh Kothari HUF 33,35,596 (9%), Hargo Enterprises Private Limited 71,01,091 (19.16%).
• Mode of transaction: Off-market under SPA dated 14 February 2025.
• Date of transaction: 11 September 2026.
• Post-Transaction Holding: promoter stake reduced; post-holding not disclosed.
• Share Capital Context: before/after Rs 3,70,60,920 equity shares.
• Total diluted share/voting capital: Rs 3,70,60,920.

Financials

• Total income stood at ₹94.52 Lakhs for year ended 31 Mar 2026.
• Revenue from operations: ₹57.23 Lakhs; purchases ₹55.84 Lakhs.
• Profit after tax: ₹20.70 Lakhs; EPS ₹0.06.
• Total assets: ₹818.62 Lakhs; total equity: ₹704.00 Lakhs.

Capital structure & liquidity

• Borrowings (current) ₹70.61 Lakhs.
• Net debt ₹72.81 Lakhs; net debt to equity 0.10.
• Cash flow from operations: (₹13.54) Lakhs.
• End-year cash balance ₹2.19 Lakhs.

Governance & board

• Board comprises four directors; two independent.
• CS: Mansi Birla appointed 03 Mar 2026; Poonam Sharma resigned 04 Dec 2025.
• Board meetings: 7; Committee meetings: 12.
• 43rd AGM via VC/OAVM on 16 Sep 2026.

Audit & compliance flags

• Secretarial audit notes website disclosures incomplete.
• Listing fee delayed; compliance flagged.
• Delay appointing Company Secretary; fine ₹33,040 paid.
• Board intimation not filed in XBRL on time.
• SDD certificate late; four insider trading events recorded.

Related party transactions & open offer

• Remuneration to KMP ₹3.57 Lakhs.
• Loans from directors: ₹12.22 Lakhs.
• Outstanding director loan: ₹70.61 Lakhs.
• Investment in Pumarth Infra ₹698.46 Lakhs.
• Open offer opened; SPA terminated; arbitration ongoing.
• Promoter stake via Pumarth Infra 33.16%.

Outlook & risks

• FY2026-27 GDP growth projected 7.0-7.4%.
• Risks: global slowdown, price volatility, regulatory changes.

CSR & compliance

• CSR not applicable for FY2025-26.

Regulatory & disclosures

• AGM notices and e-voting procedures outlined.
• VC/AVM access limited to 1000 members.

Fraud & going concern

• Auditors found no fraud.
• No material uncertainty about going concern.

AGM Details

• AGM scheduled for 16 September 2026 at 12:30 PM via VC/OAVM.
• Venue deemed at registered office for VC/OAVM.
• Record closure: 10 September to 16 September 2026 (inclusive).
• E-voting window: 13–15 September 2026; cutoff 9 September 2026.
• Scrutinizer appointed: CS Dinesh Kumar Gupta.
• Notice publicly available on company website.

Ordinary Business

• Adopt Audited Financial Statements for FY 2025-26.
• Reappointment of Sharda Manoj Kasliwal on rotation.

Special Business

• Special Resolution to enable Board loans/guarantees/investments up to Rs 15 crore.
• Authority may exceed Section 186 limits as needed.

Director Changes

• Reappointment of Sharda Manoj Kasliwal (DIN 00345386) on rotation.

Auditors / RPT / Other

• No auditor changes disclosed.