Board meeting outcome

05th October, 2026 Listing Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001 Company name: PROFINC Scrip Code: 511557 Subject: Outcome of the Meeting of the Board of Directors of Pro Fin Capital services Limited held on Monday, October 05, 2026. Ref: Regulation 30 and Regulation 42 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”); Dear Sir/Madam, Pursuant to Regulation 30 and Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), and we hereby inform you that the Meeting of the Board of Directors of Pro Fin Capital services Limited (“the Company”) was held on Monday, October 05, 2026, which commenced at 5:30 P.M. (IST) and concluded at 8:00 P.M. (IST). The Board of Directors has, inter alia, considered and approved the following: AGENDA NO. 1: INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY AND CONSEQUENT ALTERATION OF CAPITAL CLAUSE OF MEMORANDUM OF ASSOCIATION The Board of Directors of the Company, inter alia, considered and approved the increase in the Authorized Share Capital of the Company from Rs. 65,00,00,000/- (Rupees sixty five Crores only) divided into 65,00,00,000 (Sixty five Crores) Equity Shares of Rs. 1/- each to Rs. 94,00,00,000/- (Rupees Ninety four Crores only) divided into 94,00,00,000 (Ninety four Crores) Equity Shares of Rs. 1/- each and consequent alteration of Clause V of the Memorandum of Association of the Company, subject to approval of the shareholders of the Company through Extraordinary General Meeting (EGM) in accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder. The details as required under SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 are set out in Annexure – A to this outcome. AGENDA NO. 2: ISSUE OF CONVERTIBLE EQUITY SHARE WARRANTS ON PREFERENTIAL BASIS The Board of Directors of the Company, at its meeting held on October 05, 2026, inter alia, considered and approved the issuance of up to 33,00,00,000 (Thirty three crores) convertible equity share warrants of face value of Rs. 1/- (Rupees One only) each, at an issue price of Rs. 2.80/- (Rupees Two and Eighty Paisa only) per convertible equity share warrant, including a premium of Rs. 1.80/- (Rupees One and Eighty Paisa only) per warrant, aggregating up to Rs. 92,40,00,000/- (Rupees Ninety two Crore Forty Lakhs only), on a preferential basis, to the proposed allottees as set out in Annexure – B, in accordance with the provisions of Sections 42 and 62(1)(c) of the Companies Act, 2013, read with the rules made thereunder, and Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"), subject to the approval of the shareholders of the Company by way of Special Resolution through an Extraordinary General Meeting (EGM), and subject to receipt of such other statutory and regulatory approvals as may be required. The convertible equity share warrants proposed to be allotted on a preferential basis shall, upon conversion into equity shares, rank pari passu with the existing equity shares of the Company in all respects, including as to dividend and voting rights, and shall be subject to lock-in requirements as prescribed under Chapter V of the SEBI ICDR Regulations. The relevant date for determination of the floor price / issue price, in accordance with Regulation 161 of the SEBI ICDR Regulations, is October 05, 2026. The details as required under SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 are set out in Annexure –B to this outcome. AGENDA ITEM 3: APPROVAL OF NOTICE OF EXTRAORDINARY GENERAL MEETING (EGM) The Board of Directors of the Company, at its meeting held on October 05, 2026, considered and approved the draft Notice of the Extraordinary General Meeting (EGM) of the Company, to be convened for seeking the approval of the Members of the Company for the following matters: 1. Increase in the Authorised Share Capital of the Company and consequent alteration of Clause V of the Memorandum of Association by way of Ordinary Resolution in accordance with Section 61 read with Section 13 of the Companies Act, 2013; 2. Issuance of up to 33,00,00,000 (Thirty three crores) Convertible Equity Share Warrants on a preferential basis to Public in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 by way of Special Resolution in accordance with Sections 42 and 62(1)(c) of the Companies Act, 2013; and The Notice of the EGM along with the Explanatory Statement, prepared in accordance with Section 102 of the Companies Act, 2013, will be dispatched / transmitted to the Members of the Company and filed with BSE Limited in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The same will also be made available on the website of the Company and on the website of BSE Limited in due course. AGENDA ITEM 4: APPOINTMENT OF SCRUTINIZER FOR REMOTE E-VOTING AT THE EXTRAORDINARY GENERAL MEETING The Board of Directors of the Company, at its meeting held on October 05, 2026, appointed CS Chirag Jain, Practicing Company Secretary (Membership No.: 11127; Certificate of Practice No.: 13687), Partner of M/s JCA & Co., Company Secretaries, as the Scrutinizer to scrutinize the remote e-voting process and voting at the Extraordinary General Meeting (EGM) in a fair and transparent manner, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This is for the information and records of the Exchange. Thanking You For Pro Fin Capital Services Limited Annexure – A Details pertaining to Increase in Authorised Share Capital of the Company and Consequent Alteration of Capital Clause of Memorandum of Association S. Particulars Details 1 Existing Authorized Share Capital Rs. 65,00,00,000/- divided into 65,00,00,000 Equity Shares of Rs. 1/- each 2 Revised Authorized Share Capital Rs. 94,00,00,000/- divided into 94,00,00,000 Equity Shares of Rs. 1/- each 3 Reason for Increase in Authorized To facilitate the proposed preferential issue of Share Capital Convertible Equity Share Warrants and consequent allotment of Equity Shares upon exercise thereof, and for future business requirements of the Company 4 Nature of Approval Required Approval of Shareholders through Extraordinary General meeting (EGM) 5 Proposed Amendment in Alteration of Clause V of Memorandum of Memorandum of Association Association relating to Authorized Share Capital 6 Existing Clause V The Authorized Share Capital of the Company is Rs. 65,00,00,000/- divided into 65,00,00,000 Equity Shares of Rs. 1/- each 7 Proposed Clause V The Authorized Share Capital of the Company shall be Rs. 94,00,00,000/- divided into 94,00,00,000 Equity Shares of Rs. 1/- each 8 Applicable Provisions Sections 13, 61 and 64 of the Companies Act, 2013 9 Mode of Approval Extraordinary General Meeting (EGM) / Remote E- Voting Annexure – B Disclosure pursuant to Regulation 163 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 S. Particulars Details 1 Type of securities proposed to be Equity Share Warrants for cash, with a right to apply issued (viz. equity shares, convertible for and get allotted, within a period of 18 (Eighteen) securities etc.). months from the date of allotment of warrants, one Equity Share of face value of Rs 1/- each for each Warrant. 2 Type of issue (further public offering, Preferential issue of Equity Share Warrants in rights issue, depository receipts, accordance with the provisions of the Companies Act, qualified institutional placement, 2013 read with the rules made there under and preferential allotment etc.). provisions of [Showing first 8,000 characters — download PDF for full document]