Capfin India Ltd

Dematerialisation processing and listing

• Securities received for dematerialisation were confirmed to the depositories by the RTA.
• Dematerialised securities have been listed on the stock exchanges where existing securities are listed.
• Physical certificates for dematerialisation were mutilated and cancelled after verification.
• The depository name was substituted as registered owner within 15 days.

Capfin India Limited: Trading Window to Close from October 1, 2026 till 48 hours from the declaration of Financial Results for the quarter and half year ended September 30, 2026

Warrant forfeiture

• 150,000 warrants forfeited; none exercised; Rs 12.75 million forfeited; effective Sept 29, 2026; Sixth Venture Advisors LLP.

AGM Details

• AGM held on Sep 29, 2026 at 12:00 IST via VC/OAVM.
• Deemed venue: Registered office, Pune.
• Meeting concluded at 12:28 IST.
• Remote e-voting was open Sept 26–28, 2026.

Resolutions

• Ordinary: Adoption of Audited Financial Statements with reports.
• Ordinary: Re-appointment of Umesh Kumar Sahay by rotation.
• Special: Shift of Registered Office.

Voting & Results

• Results to be submitted to Stock Exchange with Scrutinizer report.
• E-voting facility used; remote period 26–28 Sept 2026.
• AGM concluded at 12:28 IST.

AGM Details

• Date/time/mode: Sept 29, 2026, 12:00 PM, VC/OAVM.
• Record date: 22-09-2026; 993 shareholders on record.
• AGM concluded at 12:28 PM.

Resolutions & Outcomes

• Ordinary: Adoption of audited financial statements; passed with 84 votes against.
• Ordinary: Re-appointment of Mr. Sahay by rotation; passed with 84 votes against.
• Special: Shift registered office; passed with no votes against.

AGM and annual report notices

• 34th AGM notice and FY2025-26 annual report emailed to registered shareholders
• Annual Report available on company site, BSE, and NSDL evoting portal
• Shareholders urged to update email addresses for timely communications

KYC and shareholder information

• Physical-shareholders must update PAN and KYC per SEBI/MCA circulars
• Submit ISR-1, ISR-2, SH-13 or ISR-3 with PAN, address proof, and bank details
• RTA Indus Shareshree Private Limited handles KYC updates

Special window for transfer of physical securities

• SEBI opened one-year window Feb 5, 2026 to Feb 4, 2027
• Transfers must be dematerialised and face a one-year lock-in post-registration
• Eligible transfer requests to be submitted to RTA; contact details provided

Financial performance

• Total income 23.50 Lakh; revenue from operations 23.49 Lakh for FY2025-26.
• Profit before tax: (76.66) Lakh; tax: (17.12) Lakh; net loss: (59.54) Lakh.
• Basic EPS: (2.02) INR.
• Net cash from operating activities: 158.32 Lakh.
• Dividends declared: none.
• Paid-up equity share capital: ₹396.82 Lakh as at 31 Mar 2026.
• Total equity: ₹983.04 Lakh as at 31 Mar 2026.
• Impairment on financial assets: 47.48 Lakh.
• Investments: 375.00 Lakh; includes Indigo Infracon Private Limited.

Capital structure & funding

• Authorized share capital increased to ₹10 crore.
• Paid-up capital increased to ₹3.9682 crore after preferential allotment.
• 31 Mar 2026: preferential allotment of 10,30,000 equity shares at ₹32.88 each.
• Proceeds from equity issue: ₹338.66 Lakh; share application money ₹49.32 Lakh.
• Convertible warrants: 1,50,000 issued on 28 Mar 2025; 25% upfront ₹127.50 Lakh.
• Post-year: 5,80,000 equity shares allotted on 14 Apr 2026.
• Promoter holdings: Abhishek Narbaria and Umesh Sahay each 35.55%; total promoter 71.10%.
• Investment in Indigo Infracon: ₹375.00 Lakh.

Governance & board

• Board meetings held: 7 during the year; attendance up to 100%.
• Umesh Kumar Sahay appointed Chairperson with effect from May 11, 2026.
• Independent Directors: Gayathri Srinivasan Iyer and Mangina Srinivas Rao.
• Audit Committee chaired by Mangina Srinivas Rao; NRC chaired by Gayathri Srinivasan Iyer.
• Risk Management Committee: Abhishek Narbaria (MD) as Chair.
• Vigil Mechanism in place; no complaints received.
• Familiarisation programs for independent directors conducted.
• Policy on Nomination, Remuneration and Board Diversity updated May 11, 2026.

Audit & compliance

• Statutory Auditors: Mehra Goel & Co LLP.
• Internal Auditors: Dhirubhai Shah & Co LLP; re-appointed for FY2026-27.
• Secretarial Audit: delays in DNBS-13 & DNBS-02; signed list of allottees not attached to PAS-3.
• NBFC compliance: Base Layer; no material fraud reported in FY2025-26.
• Internal controls: disclaimer of opinion on certain IFRS controls; ongoing strengthening planned.

Operations & strategy

• Single operating segment: providing loans to corporates and non-corporates in India.
• Outlook: NBFC sector constructive; co-lending directions support growth; digital underwriting.
• Strategy: strengthen capital base, reconstitute board, diversify offerings, and enhance governance.
• Market exposure concentrated in NBFC sector with ongoing regulatory evolution.
• RBI framework: SBP/Co-Lending Directions shaping future lending partnerships.

Risks & management

• Key risks: credit risk, liquidity risk, operational risk, regulatory risk, concentration risk.
• Provisioning under RBI IRACP vs Ind AS 109 shows higher Stage 3 provisioning for NPAs.
• Liquidity planning and ALM to maintain adequate buffers.
• Management focus on governance, compliance, and internal controls to mitigate risk.

Related party transactions

• Total related party transactions: ₹405.77 Lakh in FY2025-26.
• Promoter-related: 144.67 Lakh each for Abhishek Narbaria and Umesh Sahay (preferential allotment).
• Sitting fees: ~1.25 Lakh each to promoters/directors.
• Six Venture Advisors LLP: earlier convertible warrants; related-party exposure disclosed.
• EFC Limited: rent ₹1.80 Lakh; deposits ₹80.00 Lakh.

Corporate actions & regulatory

• Registered office shift proposed to Sprint Tower, Hinjewadi, Pune; outside Pune city limits.
• 34th AGM scheduled for Sep 29, 2026; VC/OAVM; e-voting details disclosed.
• Mandatory dematerialisation: transfers in demat form; physical transfers not processed.
• DNBS reporting delays acknowledged; list of allottees attached in Excel format.

AGM Details

• AGM on Sept 29, 2026 at 12:00 P.M. IST via VC/OAVM.
• No physical attendance; venue deemed at the registered office.
• Cut-off for e-voting: Sept 22, 2026.

Ordinary Business

• Adoption of Audited Financial Statements for FY 2025-26.
• Re-appointment of Umesh Kumar Sahay as Director by rotation.

Special Business

• Shift registered office to Hinjewadi, Pune within Maharashtra.
• Board authorised to file with RoC and exchanges.
• Subject to member approval; effective date to be determined by Board.

March 31, 2026 funding

• Mode: Preferential issue of equity shares.
• Date raised: March 31, 2026.
• Amount raised: Rs 338.66 lakhs.
• Status: Fully utilised against original allocation.
• Monitoring agency: Not Applicable.

April 14, 2026 funding

• Mode: Preferential issue of equity shares.
• Date raised: April 14, 2026.
• Amount raised: Rs 190.70 lakhs.
• Utilised till 30 Jun 2026: Rs 141.00 lakhs.
• Deviation: No deviation.
• Monitoring agency: Not Applicable.