Sunshine Capital Ltd

Sunshine Capital Ltd - Trading window closed from 1st October 2026 till the completion of 48 hours after the declaration of un-audited Financial Results of the Company for the quarter and half year ended 30th September, 2026.

AGM Details

• Date and mode: 22 Sep 2026, 04:00–04:30 PM, VC/OAVM.
• Record date: 15 Sep 2026.
• Total shareholders on record: 65,534.
• Attendance via video: Promoters 5, Public 42.

Key Resolutions

• Adopt audited financial statements, auditor's report, and board's report for 2025-26.
• Retirement by rotation of director as per Section 152.
• Consolidation of equity shares approved (Special).
• Appointment of Secretarial Auditor for four-year term 2026-27 to 2029-30.

Voting Results

• Resolution 1: Passed; ~99.94% in favour.
• Resolution 2: Passed; ~99.92% in favour.
• Resolution 3: Passed; ~99.92% in favour.
• Resolution 4: Passed; ~99.92% in favour.

Director Changes

• Retirement by rotation of director(s) as per Companies Act; no replacement details disclosed.

Auditor Appointments

• Secretarial Auditor appointed for four-year term 2026-27 to 2029-30.

Other Material Approvals

• Special: Consolidation of equity shares approved.

AGM details

• AGM held on 22 September 2026 via VC/OAVM from 04:00 to 04:30 IST.

Resolutions proposed

• Ordinary: Adoption of audited financial statements and reports for year ended 31 March 2026.
• Ordinary: Retire by rotation under Section 152 of the Companies Act, 2013.
• Special: Consolidation of equity shares.
• Ordinary: Appointment of secretarial auditor for four-year term (FY 2026-27 to 2029-30).

Voting status

• Result of e-voting will be announced within 2 working days of the meeting's conclusion.

CFO appointment update

• Correct CFO name in filing: Mr. Pramod Kumar.
• Error was clerical; no misrepresentation to the Stock Exchange.
• Appointment date: 27-08-2026, subject to shareholders' approval at ensuing AGM.
• Term aligned with Companies Act 2013 and SEBI LODR Regulations.
• Profile notes experience in accounts and general administration.

Key results

• Total income ₹534.08 Lakh in FY2025-26, down from ₹892.68 Lakh.
• PAT ₹2932.88 Lakh in FY2025-26.
• EPS ₹0.06 (basic/diluted).
• Dividend not declared in FY2025-26.
• Share capital unchanged at ₹52,291.72 Lakh.
• Net worth ₹773.56 Crore as of 31 Mar 2026.
• Net cash flow from operations ₹(408.13) Lakh.

Capital & liquidity

• CRAR 86.66%; Tier I 86.64%, Tier II 0.02%.
• No public deposits accepted; NBFC RBI status maintained.
• NOF ₹127.35 Crore.
• Borrowings nil in FY26; ₹69.92 Crore in FY25.
• Investments ₹36,217.21 Lakh; associate Hologram Holdings 33.22%.
• Real estate exposure ₹34.49 Crore.

Operations & group structure

• One reportable segment: trading of shares and securities.
• Associate: Hologram Holdings Pvt Ltd; 33.22% holding.
• Subsidiaries: none; Associate present in group.
• Loans to body corporates ₹6,226.33 Lakh.
• Inventories ₹34,080.74 Lakh reported.

Governance changes

• Sanjay Tulsidas Bhanushali appointed Independent Director Aug 28, 2025.
• Rekha Bhandari resigned Aug 4, 2025.
• Luv Sharma resigned Nov 20, 2025.
• Bhupendra Kaushik resigned Jan 5, 2026.
• Priti Jain added to committees Nov 21, 2025.
• CFO Sangeeta resigned June 12, 2026.
• Board met 6 times in 2025-26.

Audit & risk governance

• Statutory auditors: M/s VRSK & Associates appointed for five-year term.
• Secretarial auditor: Parul Agrawal; four-year term 2025-2029.
• Impairment under ECL on loans ₹1,501.19 Lakh flagged.
• Ind AS 109 compliance is questioned in ECL computations.
• Related party approvals for transactions flagged; omnibus approvals used.

CSR & compliance

• CSR committee not formed; CSR expenditure below ₹50 Lakh.
• FY2025-26 CSR spend ₹2.83 Lakh.
• Related party disclosures; omnibus approvals used for repetitive items.
• Prominent holders include Calyx 8.22%, Hibiscus 12.74%, Abhijit 17.93%.

Outlook and risks

• NBFC sector outlook remains positive with reforms and securitization.
• Opportunities include growth in income, reforms, and new product lines.
• Risks include inflation, competition, and market fluctuations.

AGM Details

• AGM date/time: 22 September 2026 at 04:00 PM IST.
• Mode: VC/OAVM.
• Record/book closure: 16–22 September 2025.

Ordinary Business

• Adopt Audited Financial Statements for year ended 31 March 2026 and related reports.
• Re-appoint Ms Priti Jain as Director, retiring by rotation.

Special Business

• Consolidation of equity shares from ₹1 to ₹10; 10:1 ratio and MOA amendment.

Auditor Appointments

• Appointment of M/s Parul Agrawal & Associates as Secretarial Auditor for 2026-27 to 2029-30; remuneration to be fixed.

Other Material Approvals

• Alteration of the Capital Clause in the Memorandum of Association to reflect consolidation.

Board approvals

• Board approved consolidation of equity shares from ₹1 to ₹10, subject to AGM member approval and regulatory approvals.
• Alteration of MOA capital clause to reflect consolidation of share capital from ₹1 to ₹10.
• Board meeting held on 27 Aug 2026, 5:10–5:45 PM at the registered office, New Delhi.

Secretarial Auditor appointment

• Type of change: Appointment of Secretarial Auditor.
• Entity: Parul Agrawal & Associates appointed as Secretarial Auditor.
• Effective date: 27 August 2026, subject to shareholder approval at AGM.
• Brief profile: Delhi-based practising CS firm offering corporate and SEBI law services.
• Disclosure: Not applicable for inter-se director relationships.

Chief Financial Officer appointment

• Type of change: Appointment of Chief Financial Officer.
• Person: Mr. Pramod Kumar Jha appointed as CFO.
• Effective date: 27 August 2026, subject to AGM approval.
• Term: Per Companies Act 2013 and SEBI LPDR Regulations.
• Brief profile: Experience in accounts and general administrative matters.
• Relationship with directors: Not applicable.

AGM schedule and FY2025-26 financials

• 32nd AGM to be held on 22 September 2026 at 04:00 PM via video conferencing.
• Financial Statements and Board Report for the year ended 31 March 2026 approved.

Governance: Scrutinizer & Secretarial Auditor

• Parul Agrawal & Associates appointed as Scrutinizer for AGM e-voting.
• Ratification of Secretarial Auditor appointment recommended, subject to shareholder approval at AGM.

Share consolidation & MOA amendment

• Proposed consolidation of equity shares from ₹1 to ₹10 per share, subject to member and regulatory approvals.
• Consequential alteration in MOA Capital Clause approved for consolidation, subject to member approval.

Voting eligibility cutoff

• Cut-off date fixed at 15 September 2026 for eligibility to vote.

CFO transition

• CFO Sangeeta resigned effective 12 June 2026.
• Mr. Pramod Kumar Jha appointed CFO, effective 27 August 2026.