SI Capital & Financial Services Ltd

SI Capital & Financial Services Ltd trading window closed from Oct 01, 2026 until expiry of 48 hours after the declaration of the unaudited financial results for the quarter ended 30 September 2026

AGM Details

• AGM held on 18 September 2026; hybrid mode (physical and video conferencing).
• Record date: 11 September 2026; shareholders on record: 2,469.
• Shareholders attended meeting via video conferencing: 27.

Resolutions and Outcomes

• Resolution 1: Adoption of audited financial statements; passed.
• Resolution 2: Appointment of director in place of Mr T.B. [name garbled]; passed.
• Resolution 3: Re-appointment of Ms Jitha C Hummar, retires by rotation; passed.
• Resolution 4: Revision in remuneration of Managing Director; passed.
• Resolution 5: Issuance of non-convertible debentures via private placement; passed.
• Overall voting: all resolutions passed with 100% in favour.

Governance and Directors

• Directors changes: resolutions 2 and 3 involved director appointments/re-appointments.
• Managing Director remuneration approved; special resolution.

AGM Details

• 32nd AGM held on 18 September 2026 at 11:30 AM via VC/OAVM.
• Record date for voting: 11 September 2026.
• Quorum met; 27 members attended via VC/OAVM.
• Remote e-voting facility provided for members.

Resolutions & outcomes

• Adoption of Audited Financial Statements for year ended 31 March 2026: Passed.
• To appoint Mr T.B. Ramakrishnan as Director (retiring by rotation): Passed.
• To appoint Ms Jitha Chummar as Director (retiring by rotation): Passed.
• Remuneration revision of MD Anto Mekkattukulam Jayson: Approved.
• Issuance of Non-Convertible Debentures via Private Placement: Approved.

Director changes

• Directors re-appointed: T.B. Ramakrishnan and Jitha Chummar.

Voting summary

• Total votes polled: 7,763,380 (61.49% of outstanding shares).
• All resolutions passed with requisite majority.

AGM Details

• AGM conducted via VC at 11:30 IST on the scheduled date.
• Record date for e-voting: cut-off date announced.
• Remote e-voting window: mid-September 2026.
• Quorum present; 27 members attended.
• Proxies not applicable as meeting held via VC.

Resolutions Put to Vote

• Adopt Audited Financial Statements for year ended March 31, 2026.
• Ordinary: Appoint Mr. T.B. Ramakrishnan, retires by rotation.
• Ordinary: Appoint Ms Jitha Chummar, retires by rotation.
• Special: Remuneration revision for Managing Director.
• Special: Issuance of Non-Convertible Debentures via Private Placement.

Voting Status

• Voting results awaited; to be declared and published on company/RTA websites.
• Scrutinizer appointed; e-voting results to be submitted.
• Meeting concluded at 11:48 IST.

Directors & Changes

• Directors reappointed: Ramakrishnan and Jitha Chummar (retire by rotation).
• No other director changes reported.

Auditors

• No auditor changes disclosed.
• Audit summaries presented; final results to be posted.

Dividend

• Dividend: no proposal disclosed.

Related Party Transactions

• Material related party transactions: none disclosed.

Other Approvals

• Other material approvals: none disclosed.

Rights issue and capital increase

• Allotment of 75,75,000 fully paid-up Rights Equity shares at Rs 10 per share approved.
• Post-allotment paid-up capital increased from Rs 5,05,00,000 to Rs 12,62,50,000.
• Basis of allotment finalized per LOF dated July 24, 2026.
• Board meeting on Sept 9, 2026 approved the allotment.

Financial performance

• Total Income rose to Rs 373.49 lakhs in FY2025-26; up 42.7% YoY.
• Total Revenue from Operations stood at Rs 371.21 lakhs.
• PAT of Rs 33.37 lakhs; up 93.6% YoY.
• Gross Loan Portfolio rose 18.5% to Rs 1,362.75 lakhs.
• Vehicle loan book grew to Rs 620.97 lakhs; 87.6% growth.
• CRAR remained robust at 40.87%.
• NPA reduced to 3.48% by year-end.
• Total assets rose to Rs 1,444.21 lakhs.
• Lok Adalat One-Time Settlement aided NPAs reduction.

Capital structure & fundraising

• Rights Issue approved to raise Rs 757.50 lakhs; Aug 10–Sep 3, 2026.
• Debt raised: Rs 386.50 lakhs via NCDs; outstanding Rs 794.60.
• Equity share capital increased to Rs 505.00 lakhs; authorized Rs 1,600 lakhs.
• Promoter group holds 39.47% equity; top holders listed.
• Rights issue to deploy capital for growth.

Operations and regulatory initiatives

• Corporate office relocated to Thrissur for efficiency.
• Adopted revised Fair Practices Code and KYC policy per RBI 2025.
• Dormant banking accounts closed; internal controls strengthened.
• Technology and compliance infrastructure enhanced to support scale.

Governance & leadership

• MD & CEO appointed from 1-Apr-2025; CFO from 27-May-2025.
• Vinod Manazhy reappointed as Independent Director.
• George Abraham resigned; Anu Cheriyan ceased during 2025.
• Board size stood at 8 directors as of 31-Mar-2026.
• MD remuneration revised: Rs 1.25 lakh salary; 15% PBT bonus.

Dividends and reserves

• Dividend not recommended for FY2025-26.
• Statutory Reserve transferred Rs 6.67 lakhs.

Risks and internal controls

• CRAR above regulatory minimum; risk governance in place.
• Impairment measured via ECL three-stage model.
• Internal financial controls adequate; no material weaknesses reported.

Outlook and roadmap

• Complete Rights Issue; deploy capital to grow Net Owned Funds.
• Disciplined growth in Vehicle Loans; diversify with Gold/Business/Personal loans.
• Sustain asset quality via provisioning and Lok Adalat recoveries.

AGM details

• Date and time: 18 September 2026, 11:30 IST.
• Mode: VC/OAVM.
• Remote e-voting: 15–17 September 2026; record date 11 September 2026.
• No proxy facility; VC/OAVM attendance capped for 1000 members on first-come basis.
• Notice and explanatory statements available on the company website.

Ordinary business

• Adoption of Audited Standalone Financial Statements for year ended 31 March 2026.
• Re-appointment of Mr. T.B. Ramakrishnan as Director (retiring by rotation).
• Re-appointment of Ms. Jitha Chummar as Director (retiring by rotation).

Special business

• Remuneration revision for Managing Director from 1 April 2026; may exceed Schedule V.
• Fixed salary: Rs 1.25 lakh per month; term to 31 March 2030.
• Performance-linked commission: 15% of profit before tax over Rs 70 lakh.
• No additional perquisites; reimburse official expenses as per policy.
• NCD issuance via private placement up to Rs 10 crore within 1 year.
• Board authorized to execute actions to give effect to resolutions.

Directors and appointments

• Directors retiring by rotation: Ramakrishnan and Chummar; eligible for re-appointment.

Governance & annual report

• Approved FY2025-26 Annual Report, including Board's Report, MD&A, and Corporate Governance Report.

Debt issuance plan

• Board to seek shareholder approval for NCD issuance up to Rs 10 crore at AGM.

AGM scheduling and notice

• 32nd AGM scheduled for 18 Sep 2026 at 11:30 AM via video conferencing; draft notice approved.

MD remuneration revision

• Remuneration revised to Rs 1,25,000/month plus 15% of PBT above Rs 70 lakh.
• Existing remuneration: Rs 75,000/month plus 15% of PBT above Rs 60 lakh.
• Effective 01-Apr-2026; tenure till remaining appointment; subject to AGM approval.