Prism Finance Ltd

Independent Director Re-appointment

• Re-appointment of Hemendrakumar C. Shah as Independent Director for a second five-year term, effective 4 December 2026.
• Term: 4 December 2026 to 3 December 2031; reason: completion of first five-year term.
• Profile: Independent Director with B.Com, LL.B, M.Com, ACMA, CAIIB, ACS; 44+ years in finance and governance.
• Relationship: Not related to any other director.
• Debarment: Not debarred by SEBI or other authorities.

AGM details

• AGM held on 29 September 2026 at 12:00 IST via VC/OAVM.
• Remote e-voting conducted from 26 to 28 September 2026; AGM e-voting available.
• Voting eligibility cut-off date was 22 September 2026.

Resolutions

• Resolution 1 (Ordinary): Adoption of Audited Financial Statements and board/auditor reports.
• Resolution 2 (Ordinary): Appointment of Kashyap R. Mehta & Partners as Secretarial Auditors for 2026–2031.
• Resolution 3 (Special): Authority to advance loan or provide guarantees/security under Section 185.
• Resolution 4 (Special): Re-appointment of Hemendrakumar C. Shah as Independent Director for 2026–2031.

Voting results

• Resolution 1 passed; 94.54% in favour.
• Resolution 2 passed; 94.54% in favour.
• Resolution 3 passed; 94.54% in favour.
• Resolution 4 passed; 94.54% in favour.

Directors & auditors

• Independent director re-appointed for a second term, ending December 2031.
• Secretarial auditors appointed for five-year tenure from 2026–27 to 2030–31.

AGM Details

• AGM held via VC/OAVM on 29 Sep 2026, 12:00 Noon to 12:14 PM IST.
• Deemed venue: registered office.

Key Resolutions

• Adoption of Audited Financial Statements for year ended 31 March 2026.
• Appointment of Secretarial Auditor for five-year term 2026–2031.
• Providing authority to Board to advance loan, guarantee, or security under Section 185.
• Re-appointment of Hemendra Shah as Independent Director for 2026–2031.

Voting Results

• Voting outcomes not disclosed in AGM proceedings.

Directors / Chair

• Rajkumari Udhwani elected Chairperson of the AGM (Independent Director).
• Hemendra Shah re-appointed as Independent Director for second five-year term.

Auditors

• Statutory Auditor H. K. Shah & Co. issued an unqualified opinion.
• Secretarial Auditor appointed: Kashyap R. Mehta & Partners for 2026–31.

Governance Notes

• The company does not have a Managing Director.
• Secretarial Audit notes delays in uploading information on the company website.

PRISM FINANCE LIMITED — Trading Window closed from 1 October 2026 till 48 hours after the declaration of Unaudited Financial Results for the quarter ended 30 September 2026

Litigation: ITAT appeals vs NFAC reassessments

• Filed appeals with ITAT Ahmedabad against NFAC reassessment orders under section 147.
• AY 2016-17: NFAC order dismissed appeal; additions of INR 76,56,360 (Sec 68) and INR 1,91,410 (Sec 69C) upheld.
• AY 2018-19: NFAC order upheld additions of INR 3,09,30,615 (Sec 68) and INR 7,73,265 (Sec 69C).
• Tax demands challenged: INR 53,63,710 for AY 2016-17; INR 4,62,09,520 for AY 2018-19.
• Company does not foresee significant financial implications at this stage.
• Appeals filed and information enclosed per Annexure A of SEBI Listing requirements.
• Company will update exchanges on subsequent developments.

Board actions

• Board approved unaudited standalone results for quarter ended 30 June 2026.
• Limited Review Report from statutory auditors obtained and placed before meeting.
• Rajkumari Udhwani authorised to sign and submit results to BSE.
• Draft newspaper advertisement for the results approved for publication.
• Results to be submitted to BSE and published as per SEBI LODR.

Financial highlights

• Standalone revenue from operations: 680.12; profit for the period: 550.66.
• Earnings per share (continuing operations) basic: 8.47.
• Notes: results prepared under Ind AS and reviewed by Audit Committee.

Audit & regulatory

• Independent Auditor's Review Report by HK Shah & Co. concluded no material misstatement.
• Audit Committee reviewed and Board approved on 13 August 2026.

Key updates

• Notice of 32nd AGM and Annual Report FY2025-26; AGM via VC on 29 Sep 2026.
• Appointment of Kashyap R. Mehta & Partners as Secretarial Auditors for 2026-31; fee Rs 75,000 plus taxes.
• Board may avail other services from Secretarial Auditor; remuneration to be determined by Audit Committee/Board.
• Special Resolution to empower Board to advance loans up to Rs 50 crore to entities with director interest.
• Hemendrakumar C. Shah re-appointed as Independent Director for second term 2026-2031; he will be 75 during term.
• FY2025-26 total income Rs 562.45 lakh; net loss after tax Rs 354.35 lakh.
• Dividend for 2025-26 not recommended due to losses.

Meeting Details

• Date: 13 August 2026; time and location not disclosed.

Key Agenda Items

• Consider and approve unaudited financial results for quarter ended 30 June 2026.

Other Notes

• Trading window remains closed for designated persons until 48 hours after results declaration.