Pro Fin Capital Services Limited passed all resolutions proposed at its 35th Annual General Meeting (AGM) held on September 30, 2026. The meeting, conducted via remote e-voting and physical ballot forms, saw members approve the adoption of audited financial statements for FY26 and the reappointment of a director.

The Board of Directors appointed Mr. Chirag Jain, Practicing Company Secretary from M/s JCA & Co., as the Scrutinizer to oversee the voting process. The results were submitted to BSE Limited in compliance with Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Voting participation and results

Voting rights were determined based on shareholding as on the cut-off date of September 23, 2026. The remote e-voting period commenced on September 27, 2026, and concluded on September 29, 2026. Physical voting took place at the AGM venue for shareholders who had not voted electronically.

For both Resolution 1 (Adoption of Financial Statements) and Resolution 2 (Reappointment of Director), the voting pattern was identical. The vast majority of votes were cast through physical ballot forms, accounting for over 99% of the total valid votes cast in favor.

Key resolutions passed

Resolution 1: Adoption of Financial Statements The members approved the Audited Financial Statements of the Company for the financial year ended March 31, 2026, along with the Reports of the Board of Directors and the Auditors. This resolution was classified as an Ordinary Resolution. Promoter and promoter group interest in this agenda item was declared as "No".

Resolution 2: Director Reappointment The members approved the reappointment of Mr. Anupam Narain Gupta as a Director liable to retire by rotation. Mr. Gupta retired by rotation and offered himself for reappointment pursuant to Section 152 of the Companies Act, 2013. This resolution was also classified as an Ordinary Resolution with no promoter interest declared.

Scrutinizer's observations

The Scrutinizer's report noted that no votes were cast through the company's direct e-voting facility; all electronic votes were processed via the National Securities Depository Limited (NSDL) platform. The physical ballot forms received at the venue were scrutinized after the closure of remote e-voting.

A total of 164 members voted in favor of both resolutions, while only 2 members voted against. The total number of invalid votes was zero for both resolutions. The promoter and promoter group, holding 2,28,55,210 shares, did not cast any votes through e-voting or poll during the meeting.

Pro Fin Capital Services Limited has approved a fund-raising plan via the issuance of up to 33 crore convertible equity share warrants, aggregating to ₹92.40 crore. The decision was taken at its board meeting held on October 5, 2026.

The board also approved increasing the authorized share capital from ₹65 crore to ₹94 crore to facilitate this issuance and future business requirements. These proposals are subject to shareholder approval through an Extraordinary General Meeting (EGM).

Key Board Approvals

The Board of Directors considered and approved the following key items:

1. Increase in Authorized Share Capital: The authorized capital will rise from ₹65,00,00,000 to ₹94,00,00,000. This involves altering Clause V of the Memorandum of Association.
2. Preferential Issue of Warrants: The company will issue up to 33,00,00,000 convertible equity share warrants at an issue price of ₹2.80 per warrant (face value ₹1, premium ₹1.80). The warrants are convertible into equity shares within 18 months from allotment.
3. EGM Notice Approval: The draft notice for the EGM seeking member approval for the capital increase and preferential issue was approved.
4. Scrutinizer Appointment: CS Chirag Jain was appointed as the scrutinizer for remote e-voting at the EGM.

Preferential Issue Details

The proposed allottees include various public shareholders and entities. The largest allocation is to Correm Advisory India Private Limited with 10 crore warrants. Upon conversion, these warrants will rank pari passu with existing equity shares regarding dividend and voting rights.

Meeting Details

The board meeting commenced at 5:30 pm and concluded at 8:00 pm on October 5, 2026. The initial meeting scheduled for October 1, 2026, was adjourned to this date to allow for further deliberation on the agenda items.