Tirupati Fincorp Ltd

Certificate details

• Certificate received from the RTA for the reporting period.

Tirupati Fincorp Ltd — Trading Window Closure from Oct 01, 2026 till the conclusion of the 48 hours post the board meeting for the Quarter & Half Year ended September 30, 2026

AGM details

• AGM held September 19, 2026 at 11:00 AM via VC/OAVM
• Record date: September 11, 2026
• Shareholders on cut-off: 1929; 20 public attended via VC; promoters absent
• Total resolutions passed: 9

Key resolutions

• Item 1: Ordinary – adopt standalone financials for year ended Mar 31, 2026
• Item 2: Ordinary – re-appointment of Mrs. Sheetal Shah
• Item 3: Ordinary – appoint M/s CGCA & Associates LLP as Statutory Auditor
• Item 4: Special – appoint Rajesh Shantilal Vakharia as Executive Director
• Item 5: Special – appoint Rajesh Shantilal Vakharia as CEO
• Item 6: Special – appoint Kinjal Darshit Parkhiya as Independent Director
• Item 7: Special – adopt new Memorandum of Association
• Item 8: Special – adopt new Articles of Association
• Item 9: Special – shift Registered Office from Rajasthan to Maharashtra

Voting results

• Item 1: Passed; 100% in favour
• Item 2: Passed; 100% in favour
• Item 3: Passed; 100% in favour
• Item 4: Passed; 100% in favour
• Item 5: Passed; 100% in favour
• Item 6: Passed; 100% in favour
• Item 7: Passed; 100% in favour
• Item 8: Passed; 100% in favour
• Item 9: Passed; 100% in favour

Dividend

• Dividend: Not proposed/declared

Auditors

• Statutory Auditor: M/s CGCA & Associates LLP appointed

Directors & governance

• Sheetal Shah re-appointed (retiring by rotation)
• Kinjal Darshit Parkhiya appointed as Independent Director
• Rajesh Shantilal Vakharia appointed as Executive Director and CEO

Other material approvals

• Adoption of new Memorandum of Association
• Adoption of new Articles of Association
• Shift Registered Office to Maharashtra

AGM Details

• Date and time: Sept 19, 2026 at 11:00 AM.
• Mode: VC/OAVM, no physical attendance.
• Record date: Sept 11, 2026.
• Cut-off shareholders: 1,929.
• VC attendance: 20 public; Promoters: 0.

Key Resolutions

• Item 1 Ordinary; adopt standalone financial statements for year ended March 31, 2026.
• Item 2 Ordinary; re-appoint Sheetal Shah on rotation.
• Item 3 Ordinary; CGCA & Associates LLP appointed Statutory Auditor.
• Item 4 Special; Rajesh Shantilal Vakharia appointed Executive Director.
• Item 5 Special; Rajesh Shantilal Vakharia appointed CEO.
• Item 6 Special; Kinjal Darshit Parkhiya appointed Independent Director.
• Item 7 Special; adopt new Memorandum of Association.
• Item 8 Special; adopt new Articles of Association.
• Item 9 Special; shift registered office from Rajasthan to Maharashtra.

Voting Results

• Item 1 passed with 100% in favour.
• Item 2 passed with 100% in favour.
• Item 3 passed with 100% in favour.
• Item 4 passed with 100% in favour.
• Item 5 passed with 100% in favour.
• Item 6 passed with 100% in favour.
• Item 7 passed with 100% in favour.
• Item 8 passed with 100% in favour.
• Item 9 passed with 100% in favour.

Appointments & Auditors

• Sheetal Shah re-appointed as Director.
• Kinjal Parkhiya appointed Independent Director.
• Rajesh Shantilal Vakharia appointed Executive Director.
• Rajesh Shantilal Vakharia appointed CEO.
• CGCA & Associates LLP appointed Statutory Auditor.

Constitutional Updates

• Adopted new Memorandum of Association.
• Adopted new Articles of Association.

AGM Details

• AGM held via VC/OVAM at 11:00 AM.

Resolutions & Outcomes

• Ordinary: adoption of Audited Financial Statements and reports — outcome not disclosed.
• Ordinary: re-appointment of director retiring by rotation.
• Ordinary: appointment of CGCA & Associates LLP as Statutory Auditor.
• Special: appointment of Executive Director.
• Special: appointment as Chief Executive Officer.
• Special: appointment of Independent Director.
• Special: adoption of new Memorandum of Association.
• Special: adoption of new Articles of Association.
• Special: shift of registered office to Maharashtra.

AGM Details

• Date and time: 19 Sep 2026 at 11:00 A.M. IST via VC/OAVM.
• AGM concluded at 11:50 A.M. IST; remote e-voting window Sep 14–18, 2026.
• Quorum: 20 members representing 4,15,510 shares.

Resolutions put to vote

• Ordinary: Adoption of annual audited financial statements and reports.
• Ordinary: Re-appointment of Sheetal Mitesh Shah as Director (retiring by rotation).
• Ordinary: Appoint M/s CGCA & Associates LLP as Statutory Auditor.
• Special: Appointment of Rajesh Shantilal Vakharia as Executive Director.
• Special: Appointment of Rajesh Shantilal Vakharia as CEO.
• Special: Appointment of Kinjal Darshit Parkhiya as Independent Director.
• Special: Adoption of new Memorandum of Association.
• Special: Adoption of new Articles of Association.
• Special: Shift Registered Office from Rajasthan to Maharashtra.

Voting status

• Outcomes to be declared after Scrutinizer's report.
• Voting conducted via remote e-voting and during the meeting.

Auditors / Secretarial

• Statutory Auditor appointment proposed: CGCA & Associates LLP.
• Secretarial Auditor/Scrutinizer appointed for vote scrutiny: Amruta Giradkar.
• Internal Auditor: Tanvi Shah.

Transaction details

• Target Company: Tirupati Foam Limited.
• Disclosing Party: Kalpesh B Kothari, Promoter Group.
• Transaction Type: Sale of equity shares in open market.
• Pre-Transaction Holding: 67,695 shares, about 1.536% voting rights.
• Transaction Details: Sold 21 equity shares, representing 0.001% of voting capital.
• Post-Transaction Holding: 67,674 shares, about 1.5359% voting rights.
• Date of Transaction: 9 September 2026.
• Share Capital Context: Rs 4,40,70,000; 4,407,000 equity shares.

Key dates

• Book closure: Sep 13, 2026 to Sep 19, 2026 (inclusive).
• Purpose: 44th AGM.
• Cut-off date: Sep 11, 2026; eligibility for remote e-voting and AGM voting.
• AGM date: Sep 19, 2026.
• Security: equity shares.
• E-voting: remote e-voting facility available to Members.

Financial highlights

• Revenue from operations: ₹2,512.54 lakhs in FY2025-26, down 77.31% YoY.
• Net loss after tax: ₹575.96 lakhs.
• Basic EPS: ₹-10.84.
• Total assets: ₹11,983.07 lakhs; borrowings: ₹10,503.90 lakhs.
• Net worth: ₹12.50 lakhs; other equity ₹(518.67) lakhs.
• Loans net: ₹8,721.75 lakhs.

Regulatory & transition

• RBI directed discontinuation of NBFC activities; NBFC CoR cancelled on 12 Jun 2025.
• Shift to automobile/EV sector; MOA amended accordingly.
• BSE trading suspended since 2015; revival uncertain.
• RBI order drives wind-down; management evaluating strategic options.

Capital structure & liquidity

• Equity share capital ₹531.17 lakhs; 5,311,725 shares outstanding.
• Net worth erosion; negative other equity ₹(518.67) lakhs.
• Borrowings reduced to ₹10,503.90 lakhs; leverage remains high.
• Cash & bank balances: ₹1.17 lakhs; ₹50.00 lakhs bank balances.

Operations & segments

• Two segments: Lending & Financing; Investment & Trading in Securities.
• FY2025-26 segment revenues: Lending ₹1,381.64; Securities ₹1,130.90.
• Segment PBT: Lending ₹-318.73; Securities ₹-332.05.

Governance & leadership

• Rajesh Shantilal Vakharia appointed CEO & Executive Director from 6 Aug 2026.
• Kinjal Darshit Parkhiya appointed Independent Director from 6 Aug 2026.
• Anita Chougule appointed Company Secretary & Compliance Officer from 11 Nov 2025.
• Arvind Jethalal Gala redesignated from Independent to Non-Independent on 29 May 2025.

Audit & controls

• Audit: JCR & Co. LLP issued a disclaimer of opinion on standalone FS.
• Secretarial audit: Amruta Giradkar & Associates; no major compliance gaps.
• Internal controls: adequate; RBI NBFC cancellation noted; actions to strengthen processes.

Subsidiaries & related party

• Subsidiary formed: TFL Supereco Automotive Pvt Ltd on 2 Jun 2026; investment up to ₹9.99 lakh.
• Related party disclosures: arm's-length; no material non-arm's length transactions.

Outlook & risks

• Outlook: assess future model; wind-down continuation or pivot to permissible non-NBFC activities.
• Risks: NBFC cancellation; BSE suspension; ongoing losses and net worth erosion.