Pro Fin Capital Services Ltd saw a significant change in its shareholder structure as Dilkhush Bafna J acquired a 5.00% equity stake in the company. The acquisition involved 29,666,754 shares purchased through open market transactions, completed on September 25, 2026.

The disclosure, filed under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, indicates that Dilkhush Bafna J is not part of the promoter or promoter group. The filing confirms that the total share capital and voting capital of the target company remained unchanged at ₹59,25,94,326, comprising 59,25,94,326 equity shares with a face value of ₹1 each.

Acquisition Details

The transaction marks a new entry for Dilkhush Bafna J into the shareholding pattern of Pro Fin Capital Services. Prior to this acquisition, there was no disclosed holding by the acquirer or persons acting in concert (PAC). The following table outlines the specific details of the shareholding before and after the transaction:

Regulatory Compliance

The disclosure was submitted to BSE Limited, where the shares of Pro Fin Capital Services are listed. The filing specifies that no warrants, convertible securities, or other instruments entitling the holder to receive shares carrying voting rights were involved in this transaction. Additionally, there are no encumbrances such as pledges, liens, or non-disposal undertakings associated with the acquired shares.

What the Numbers Show

The acquisition represents a single-block purchase of 29,666,754 shares, which constitutes exactly 5.00% of the company's total diluted share capital. Given that the total share capital remains static at 59,25,94,326 shares, this transaction reflects a direct transfer of ownership from existing shareholders to Dilkhush Bafna J without dilution or issuance of new equity. The precise alignment of the acquired quantity with the 5.00% threshold suggests a deliberate strategic entry to reach a significant minority stake.

Pro Fin Capital Services reported a net loss of ₹260.08 lakhs for the financial year ended March 31, 2026, reversing a net profit of ₹291.98 lakhs in the previous year, as the company prepares to hold its 35th Annual General Meeting on September 30, 2026.

Financial performance for FY26

Total income for FY26 rose sharply to ₹7,169.20 lakhs from ₹3,169.12 lakhs in FY25, driven by a significant increase in revenue from operations to ₹6,223.85 lakhs from ₹3,069.35 lakhs. However, total expenses surged to ₹7,455.20 lakhs from ₹2,669.68 lakhs, resulting in a pre-tax loss of ₹286.00 lakhs against a pre-tax profit of ₹499.44 lakhs in the prior year. The sharp rise in expenses was led by purchases of stock-in-trade (shares), which climbed to ₹7,239.15 lakhs from ₹496.97 lakhs.

The following table summarises the key profit and loss metrics:

Balance sheet position

Total assets as at March 31, 2026 stood at ₹38,976.50 lakhs, up from ₹37,649.01 lakhs a year earlier. Financial assets accounted for ₹36,698.74 lakhs of the total, with loans and advances forming the largest component at ₹34,424.21 lakhs. Total equity declined to ₹6,785.88 lakhs from ₹7,045.96 lakhs, reflecting the year's loss. Borrowings (other than debt securities) stood at ₹28,054.87 lakhs, down from ₹29,882.37 lakhs in FY25.

Capital adequacy and key ratios

Pro Fin Capital Services continues to be registered with the Reserve Bank of India as a Non-Banking Financial Company. The Capital to Risk-Weighted Assets Ratio (CRAR) improved to 10.56% as at March 31, 2026 from 7.61% as at March 31, 2025. The Liquidity Coverage Ratio also rose to 1.98 from 1.12 over the same period.

Share capital and shareholding

The paid-up share capital remained unchanged at ₹2,962.97 lakhs, comprising 29,62,97,163 equity shares of ₹1 each. As at March 31, 2026, 90.13% of shares were held in dematerialised form. The promoter and promoter group held 3.91% of share capital, while the public held 96.09%. Ramesh Sawalram Saraogi held 15.86% of shares, making him the largest individual shareholder. No dividend has been recommended by the Board for FY26.

AGM details and e-voting

The 35th Annual General Meeting is scheduled for Wednesday, September 30, 2026 at 11:00 am at the company's registered office at 503, Western Edge II, Western Express Highway, Borivali (East), Mumbai 400066. The register of members and share transfer books will remain closed from September 24, 2026 to September 30, 2026 (both days inclusive). Members eligible to vote are those recorded as on the cut-off date of September 23, 2026. Remote e-voting opens on September 27, 2026 at 9:00 am and closes on September 29, 2026 at 5:00 pm via the NSDL platform.

The AGM will transact the following ordinary business:

• Adoption of standalone audited financial statements for the year ended March 31, 2026
• Re-appointment of Anupam Narain Gupta (DIN: 02294687), who retires by rotation and offers himself for re-appointment