Pro Fin Capital Services Ltd

AGM details

• AGM held on 30 September 2026 at 11:00 A.M.
• Mode: remote e-voting and e-voting at the Meeting
• No record/book closure dates mentioned

Resolutions passed

• Resolution 1 (Ordinary): Adoption of Audited Financial Statements for year ended 31 Mar 2026; passed
• Resolution 2 (Ordinary): Reappointment of Anupam Narain Gupta by rotation; passed

Director changes

• Anupam Narain Gupta reappointed by rotation

Voting results (summary)

• Resolution 1 passed with majority per Scrutinizer's report
• Resolution 2 passed by ordinary majority

AGM proceedings

• AGM held 30 September 2026 at 11:00 A.M. at the registered office (physical).
• Quorum was established and meeting proceeded with overview of performance and outlook.
• Item 1: Ordinary resolution to adopt Standalone Audited Financial Statements for year ended 31 March 2026.
• Item 2: Ordinary resolution to re-appoint director by rotation: Anupam Narain Gupta.
• Scrutinizer appointed: CS Chirag Jain, Practicing Company Secretary, to scrutinize e-voting.
• E-voting results to be declared after Scrutinizers report; to be hosted on company and CDS websites.
• Results to be sent to stock exchange within two working days from AGM.
• Chairman concluded meeting with vote of thanks at 11:30 A.M.

Meeting Details

• Board meeting scheduled for Thursday, October 01, 2026; time and venue not disclosed.

Key Agenda Items

• Increase the company's authorised share capital.
• Raise funds via preferential issue of equity shares and/or convertible warrants to promoters/non-promoters, subject to approvals.
• To transact other incidental and ancillary matters as decided by the Board with chairperson's permission.

Other Notes

• No additional material notes disclosed.

Transaction details

• Target company: Pro Fin Capital Services Ltd.
• Acquirer and PAC: Acquirer—DILKHUSH BAFNAJ; PAC: None.
• Promoter group: No.
• Stock exchange: BSE Ltd.
• Pre-acquisition holding: 29,666,754 shares (5.00%), encumbrances/VR/warrants: NA.
• Acquisition details: 29,666,754 voting shares acquired via open market; 5.00%.
• Post-acquisition holding: 29,666,754 shares (5.00%).
• Mode of acquisition: Open Market.
• Date of acquisition: 25-09-2026.
• Equity share capital before: Rs 592,594,326 (592,594,326 shares).
• Equity share capital after: Rs 592,594,326 (same as before).
• Total diluted share/voting capital after: Rs 592,594,326.
• Salient features: NA.

AGM & notices

• 35th AGM on 30 Sep 2026 at 11:00 AM, Borivali East, Mumbai.
• Remote e-voting: 27-29 Sep 2026; cut-off 23 Sep 2026.
• Annual Report & Notice available on company website.
• Notice is being sent electronically to registered members.

Financial performance

• Income for year: 7169.20 lakh; prior year 3169.12 lakh.
• Profit after tax: -260.08 lakh; prior year 291.99 lakh.
• No dividend declared for 2025-26.
• Paid-up capital: Rs 2962.97 lakh.

Capital structure & liquidity

• Borrowings (excluding debt securities): 28,054.87 lakh.
• Cash and cash equivalents: 21.48 lakh.
• Total assets: 38976.50 lakh; total equity: 6785.88 lakh.

Governance & audit

• Board of 6 directors; 3 executive, 3 independent.
• Audit Committee met 4 times; Chair Kinjal Vora.
• Secretarial audit flagged non-filing of annual returns & compliance calendar; scope limitations.
• Past SEBI LODR penalties noted (2022-23, 2022).
• Current year: no audit qualification; management to address gaps.

Related party transactions

• Loans to related parties outstanding: Loshika Bioscience 831.42 lakh; Triyamb Securities 21.65 lakh; Profin Commodities 105.67 lakh.
• All related party transactions at arm's length; disclosed in notes.

Market & listing

• Listed on BSE; scrip code 511557.
• Market data: Dec 2025 high 15.28; low 2.25.
• No GDRs/ADRs issued.

Shareholding & promoters

• Promoter & promoter group 3.91%; Public 96.09%.
• Largest holders: Ramesh Sawalram Saraogi 15.86%; Triyamb Securities 3.77%.

Outlook & risks

• NBFC sector remains growth-positive; performance linked to economy & capital markets.
• Key risks: operational, credit, regulatory, macroeconomic volatility.

Auditors & internal controls

• Statutory auditors: M/s KS Subrahmanyam & Co; unqualified opinion.
• Internal financial controls judged adequate and operating effectively.

Key outcomes

• The 35th AGM will be held on September 30, 2026.
• Book closure will be from September 24, 2026 to September 30, 2026 (inclusive).
• Directors’ Reports with annexures for FY 2024-25 approved.

Meeting Details

• Board meeting scheduled for Sep 3, 2026; time and venue not disclosed.

Key Agenda Items

• To fix AGM date, time, venue, and mode; approve Directors' Report with annexures.
• To approve book closure for the 35th AGM.
• To transact incidental matters with Chairperson's permission.

Other Notes

• No additional material notes disclosed.

Board actions

• Approved unaudited standalone results for the quarter ended June 30, 2026.
• Took note of the Limited Review Report by statutory auditors.
• Unaudited results available on the company's website.

Board meeting adjournment

• Board meeting for Q1 unaudited results postponed from 12 Aug 2026 to 13 Aug 2026.
• Consent of Chairman and directors obtained to adjourn the meeting.
• No other items finalized; adjournment to consider any items with Chairman's permission.

Meeting Details

• Board meeting scheduled for August 12, 2026; time and venue not disclosed.

Key Agenda Items

• Unaudited quarterly financial results for the quarter ended June 30, 2026.
• Limited review report on unaudited quarterly results for the quarter ended June 30, 2026.
• To transact incidental and ancillary matters with the Chairperson's permission.

Other Notes

• Trading window closed from July 1, 2026 until 48 hours after results declaration.