AGM Details

The 11th AGM is scheduled to be held on Friday, September 18, 2026 at 11:00 AM at the company's registered office at 816, 7th Floor, Oxford Towers, Old Airport Road, Kodihalli, Bangalore - 560008.

Cut-off date for shareholder eligibility: September 11, 2026

Register of Members & Share Transfer Books closure: September 11, 2026 to September 18, 2026 (both days inclusive)

Agenda Items

Ordinary Business:

1. To receive, consider and adopt:

  • Audited Standalone Financial Statements for FY 2025-26 with cash flow statement, Board of Directors report, and Auditors' report
  • Audited Consolidated Financial Statements for FY 2025-26 with cash flow statement and Auditors' report

2. To appoint Ms. Preeti Saraogi (DIN: 07339758) as director who is retiring by rotation and offers herself for re-appointment

3. Re-appointment of M/S BSD & Co., Chartered Accountants (Firm Registration No. 000312S) as Statutory Auditors for a second term of five consecutive years from conclusion of 11th AGM until conclusion of 16th AGM

Financial Performance Highlights (FY 2025-26)

Standalone Performance:
  • Revenue: ₹667.05 lakhs (previous year: ₹722.39 lakhs)
  • Profit Before Tax: ₹380.94 lakhs (previous year: ₹427.73 lakhs)
  • Profit After Tax: ₹286.03 lakhs (previous year: ₹321.55 lakhs)
  • Net Worth: ₹2,321.23 lakhs (increased by 14.05% from ₹2,035.20 lakhs)
Consolidated Performance:
  • Revenue: ₹1,252.70 lakhs (previous year: ₹913.79 lakhs), growth of 37.09%
  • Profit Before Tax: ₹584.50 lakhs (previous year: ₹503.31 lakhs), growth of 16.13%
  • Profit After Tax: ₹466.83 lakhs (previous year: ₹378.10 lakhs), growth of 15.94%
  • Net Worth: ₹2,582.57 lakhs (increased by 22.07% from ₹2,115.74 lakhs)

Dividend and Reserves

No dividend recommended for the year under review. The profit of ₹286.03 lakhs is proposed to be retained in the Profit and Loss Account.

Share Capital

  • Authorized Share Capital: ₹2.10 crore (2.10 crore equity shares of ₹1 each)
  • Paid-up Equity Share Capital: ₹2.037 crore (2.037 crore equity shares of ₹1 each)
  • No change in share capital during the year

Loans and Investments

  • Provided loan of ₹700 lakhs to Aparoksha Financial Services Private Limited at 12.5% interest rate (Board approval dated January 14, 2026)
  • Investments include holdings in Dharni Consulting Private Limited (100% subsidiary) and Dhanayu Finance Private Limited (49.28% associate)

Director Information

Ms. Preeti Saraogi (DIN: 07339758) seeking re-appointment:

  • Date of Birth: September 23, 1986 (Age: 40)
  • Date of Appointment: November 12, 2015
  • Qualification: B.Com, PGD in Human Resource Management
  • Relationship: Wife of Mr. Hemant Dharnidharka, Managing Director
  • Expertise: Handles HR and admin matters
  • Shareholding: 10,00,000 equity shares
  • Remuneration: ₹36 lakh per annum (approved limit: ₹1.2 crore)
  • Board Meetings attended: 7 out of 7 during 2025-26

Auditor Reappointment

M/S BSD & Co., Chartered Accountants (Firm Registration No. 000312S) proposed for reappointment as statutory auditors for five years from conclusion of 11th AGM until conclusion of 16th AGM.

Corporate Governance

  • Board comprises 4 directors (1 Managing Director, 1 Non-Executive Director, 2 Independent Directors)
  • Board met 7 times during the year
  • Various committees constituted: Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee
  • Secretarial Auditor: M/S Ronak Jhuthawat & Co.
  • Internal Auditor: M/S Bagrodia & Co.

Subsidiaries and Associates

  • Dharni Consulting Private Limited (100% subsidiary, incorporated April 27, 2022)
  • Dhanayu Finance Private Limited (49.28% associate, incorporated August 31, 2024)

Other Disclosures

  • No investor complaints during the year
  • No funds required to be transferred to Investor Education and Protection Fund
  • No material changes affecting financial position post financial year-end
  • Company has adequate internal financial controls and risk management framework
  • No fraud reported by auditors
  • No sexual harassment complaints during the year

Voting Arrangements

  • Voting through ballot paper at AGM venue
  • Scrutinizer: M/S Ronak Jhuthawat & Co.
  • No electronic voting facility provided due to non-applicability

Documents Availability

Annual report containing notice of AGM available on company website www.dharnicapital.com and for inspection at registered office during business hours.