Ontic Finserve Limited shareholders approved the adoption of audited financial statements for the year ended March 31, 2026, alongside a reduction and consolidation of share capital. The resolutions were passed during the Annual General Meeting held on September 30, 2026.

The meeting commenced at 1:00 pm and concluded at 2:30 pm at the company's registered office. The proceedings were conducted in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key agenda items

Two primary business items were transacted during the assembly:

1. Adoption of the Audited Profit and Loss Account for the year ended March 31, 2026, and the Balance Sheet as on that date, along with the Auditors' Report.
2. Approval of the Reduction and Consolidation of Share Capital.

Voting results and scrutiny

The consolidated scrutinizer's report, submitted by Jitendra Parmar & Associates on October 1, 2026, detailed the voting outcomes. The remote e-voting period ran from September 27 to September 29, 2026, via the CDSL platform. A total of 48 members cast votes across both resolutions, representing 26,008,333 shares in aggregate for Resolution 1 and 25,969,227 shares for Resolution 2.

Resolution 1: Adoption of FY26 financial statements

The first resolution received unanimous support from all participating members. No dissenting votes or invalid ballots were recorded.

Resolution 2: Reduction and consolidation of shares

The second resolution also passed with a requisite majority, though it saw minor opposition. Four members voted against the proposal, casting 39,106 votes against, while 44 members voted in favor with 25,969,227 votes.

Corporate governance details

The notice was signed by Director Bhupendrakumar Raiyani. The company confirmed that all proposed resolutions were duly approved by the members present. The scrutinizer noted that promoter group members did not attend the meeting or cast votes, with all participation coming from public shareholders.

Ontic Finserve Limited reported a net profit of ₹54.17 lakh for FY26, a sharp decline from ₹131.34 lakh in FY25. Revenue from operations dropped nearly 50% to ₹96.18 lakh, reflecting weaker trading volumes in financial services.

The Board of Directors approved the annual report and a scheme for the reduction and consolidation of share capital on September 4, 2026. An Annual General Meeting (AGM) is scheduled for September 30, 2026, to seek shareholder approval for the restructuring.

Financial Performance

The company’s total income fell to ₹109.42 lakh from ₹202.23 lakh in the previous year. While other income rose slightly to ₹13.23 lakh from ₹12.07 lakh, the decline in revenue from operations drove the overall contraction. Total expenses increased to ₹36.20 lakh from ₹22.82 lakh, primarily due to higher employee benefits and miscellaneous expenses.

Despite the lower profit, the company generated positive operating cash flow of ₹54.83 lakh, compared to ₹123.66 lakh in FY25. Cash and cash equivalents rose significantly to ₹25.91 lakh from ₹3.45 lakh.

Capital Restructuring Scheme

The approved scheme aims to eliminate accumulated losses by reducing paid-up equity share capital from ₹9,00,03,000 to ₹90,00,300. This involves cancelling 8,10,02,700 equity shares, aggregating ₹8,10,02,700, which will be used to offset accumulated losses.

Following the reduction, shares will be consolidated at a ratio of 10:1. The face value will increase from ₹1 to ₹10, resulting in 9,00,030 fully paid-up equity shares. The total post-consolidation paid-up capital will remain ₹90,00,300. The company stated that the rights of promoter and public shareholders will remain unchanged, with no alteration in the shareholding pattern.

AGM and Regulatory Approvals

The AGM will be held on September 30, 2026, at 1:00 pm at the registered office in Ahmedabad. Share transfer books will remain closed from September 23, 2026, to September 30, 2026. Remote e-voting will be available from September 27, 2026, to September 29, 2026.

The scheme requires approval from shareholders and the Ahmedabad Bench of the National Company Law Tribunal (NCLT). The company confirmed that no specific observation or permission from BSE or SEBI is required under Regulation 37(6)(b) of the SEBI LODR Regulations, 2015, as the scheme solely provides for writing off accumulated losses against share capital on a pro-rata basis.

What the Numbers Show

The proposed capital reduction of ₹8,10,02,700 represents approximately 90% of the pre-reduction paid-up capital. By offsetting this amount against accumulated losses, the company aims to reset its equity base. The subsequent 10:1 consolidation reduces the total number of outstanding shares by 99%, from 9,00,03,000 to 9,00,030, while maintaining the same total equity value per shareholder proportionally. This move simplifies the capital structure without involving any cash outflow.