Ramesh Sawalram Saraogi has disclosed the sale of shares in Pro Fin Capital Services Ltd, filing the mandatory disclosure under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011. The transaction was communicated to BSE Limited on January 3, 2026, following the completion of the share sale.

Transaction Details

The share sale transaction involved the disposal of 3.00 crore equity shares through open market operations. The following table summarizes the key transaction parameters:

Shareholding Changes

The transaction resulted in a reduction of Saraogi's stake in the company. His shareholding position, along with his Person Acting in Concert (PAC) Navratri Share Trading Private Limited, changed as follows:

Company Capital Structure

Pro Fin Capital Services Ltd maintains a consistent equity share capital structure. The company's capital composition remains unchanged following this transaction:

Regulatory Compliance

The disclosure was made pursuant to Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011. Saraogi, who does not belong to the promoter or promoter group, filed the necessary documentation with both BSE Limited and the company. The disclosure includes detailed annexures showing the transaction dates, share quantities, and percentage holdings before and after the sale.

The seller's contact details indicate he is based in Mumbai, with his registered address at Lodha World Towers, Lower Parel. The transaction represents a minor adjustment in his substantial shareholding position while maintaining his significant stake in the financial services company.

Pro Fin Capital Services Ltd. has disclosed the voting results of its Extraordinary General Meeting (EGM) held on December 23, 2025, revealing mixed outcomes for the two special resolutions. While shareholders approved the 1:1 bonus share issue, they rejected the proposal to increase authorized share capital, according to the scrutinizer's report submitted under Regulation 44 of SEBI regulations.

EGM Voting Results Overview

The EGM, conducted at the company's registered office in Mumbai, saw participation from shareholders holding a total of 5,30,39,718 shares. Scrutinizer Mr. Shailendra Kumar Dwivedi of M/s. SK Dwivedi Associates oversaw the voting process, which included both remote e-voting and physical ballot voting at the meeting venue.

Resolution-wise Voting Outcomes

Resolution 1: Authorized Share Capital Increase - REJECTED

The proposal to increase authorized share capital and alter the capital clause of the Memorandum of Association was rejected by shareholders.

Resolution 2: Bonus Share Issue - APPROVED

Shareholders overwhelmingly approved the 1:1 bonus share issue proposal with unanimous support.

Bonus Issue Implementation Details

With the approval of the bonus share issue, the company will proceed with the 1:1 bonus distribution as originally planned.

Regulatory Compliance and Next Steps

The voting results have been disclosed to BSE Limited under Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company provided comprehensive voting facilities including electronic voting through NSDL's platform and physical ballot voting at the EGM venue.

Despite the rejection of the authorized share capital increase proposal, the approved bonus issue will proceed as planned. The company maintains sufficient reserves of ₹53.18 crores to implement the bonus issue requiring ₹29.63 crores for capitalization, ensuring the corporate action can be completed without the need for additional authorized capital at this time.