Company Overview

Key Quantitative Figures

Financial Performance (FY 2025-26 vs FY 2024-25):

  • Total Income: ₹562.45 lakhs (Previous: ₹571.89 lakhs)
  • Loss before Depreciation: ₹380.64 lakhs (Previous: ₹261.95 lakhs)
  • Depreciation: ₹6.81 lakhs (Previous: ₹8.57 lakhs)
  • Loss before Tax: ₹387.45 lakhs (Previous: ₹270.52 lakhs)
  • Tax Expense:
  • Current Tax: ₹13.01 lakhs
  • Taxes for Earlier Years: ₹6.11 lakhs
  • Deferred Tax: (₹52.22) lakhs credit
  • Net Loss: ₹354.35 lakhs (Previous: ₹101.75 lakhs)
  • Earnings Per Share (EPS): (₹5.45) per share (Previous: (₹1.57))

Financial Position as at March 31, 2026:

  • Share Capital: ₹650.03 lakhs (Unchanged)
  • Reserves and Surplus: ₹1,208.25 lakhs
  • Investments: ₹1,641.46 lakhs (Previous: ₹2,228.01 lakhs)
  • Loans: ₹182.72 lakhs (Previous: ₹34.11 lakhs)
  • Cash and Cash Equivalents: ₹4.99 lakhs (Previous: ₹2.38 lakhs)
  • Total Assets: ₹1,911.94 lakhs (Previous: ₹2,369.01 lakhs)

Key Ratios:

  • Debt Equity Ratio: -4.00% (Previous: 3.50%)
  • Return on Net Worth: -20.85% (Previous: -12.23%)

AGM Details

32nd Annual General Meeting:

  • Date: September 29, 2026
  • Time: 12:00 Noon IST
  • Mode: Video Conferencing/Other Audio-Visual Means
  • Cut-off date for e-voting: September 22, 2026
  • Voting period: September 26, 2026 (9:00 AM) to September 28, 2026 (5:00 PM)

Agenda Items:

Ordinary Business:

1. Adoption of Audited Financial Statements for FY 2025-26 with reports of Board of Directors and Auditors

Special Business:

2. Appointment of Secretarial Auditors - Ordinary Resolution to appoint M/s. Kashyap R. Mehta & Partners as Secretarial Auditors for 5 years (FY 2026-27 to 2030-31) at remuneration of ₹75,000 per annum plus applicable taxes

3. Loans to Related Entities - Special Resolution to authorize loans/guarantees/security up to ₹50 crores to entities where directors are interested

4. Reappointment of Independent Director - Special Resolution for reappointment of Mr. Hemendrakumar C. Shah (DIN: 00077654) as Independent Director for second term of 5 years from December 4, 2026 to December 3, 2031. Mr. Shah is currently 74 years old and will turn 75 during this term.

Corporate Governance

Board of Directors (All Independent):

1. Mr. Hemendra C. Shah - Independent Director

2. Ms. Rajkumari R. Udhwani - Independent Director

3. Mr. Parth B. Thakkar - Independent Director

Board Meetings:

  • 6 meetings held during FY 2025-26
  • All directors attended all meetings

Key Managerial Personnel:

  • Mr. Chirag J. Desai - Chief Financial Officer (26% increase in remuneration)
  • Mr. Karan Gupta - Company Secretary & Compliance Officer

Committee Composition:

  • Audit Committee: Ms. Rajkumari Udhwani (Chairperson), Mr. Parth Thakkar, Mr. Hemendra Shah - 5 meetings held
  • Nomination & Remuneration Committee: Mr. Hemendra Shah (Chairperson), Mr. Parth Thakkar, Ms. Rajkumari Udhwani - 1 meeting held
  • Stakeholders Relationship Committee: Ms. Rajkumari Udhwani (Chairperson), Mr. Parth Thakkar, Mr. Hemendra Shah - 6 meetings held

Statutory Auditors:

M/s. H. K. Shah & Co., Chartered Accountants (FRN: 109583W) - Appointed till conclusion of 34th AGM in 2028

Secretarial Auditors:

M/s. Kashyap R. Mehta & Partners, Company Secretaries (FRN: P2025GJ106000) - Appointed for FY 2025-26 in casual vacancy after resignation of previous auditors

Key Audit Matters:

Valuation of Investments measured at Fair Value Through Profit or Loss (FVTPL) comprising listed and unlisted equity instruments and mutual funds

SEBI Compliance:

  • Corporate Governance provisions not applicable as paid-up capital ≤ ₹10 crores and net worth ≤ ₹25 crores
  • Filed Non-Applicability Certificate with exchange

RBI Compliance:

  • Registered as Non-Banking Financial Institution holding Certificate of Registration
  • Maintained Reserve Fund of ₹363.38 lakhs as per Section 45-IC of RBI Act, 1934

Other Compliances:

  • No CSR obligation as provisions not applicable
  • No fraud reported by auditors under Section 143(12)
  • No deposits accepted during the year
  • No pending proceedings under IBC

Operational Highlights

Business Performance:

  • Company operates as NBFC in investment and finance sector
  • Single segment operation - no segment-wise reporting required
  • Faced challenges due to economic slowdown and lower interest rate regime
  • Investment portfolio includes quoted and unquoted equity instruments

Related Party Transactions:

  • Loans granted to related parties: ₹189.43 lakhs to associate companies, ₹31.60 lakhs to KMP/relatives
  • Outstanding loans to related parties: ₹159.25 lakhs to associate companies, ₹19.06 lakhs to KMP/relatives
  • All transactions at arm's length and in ordinary course of business

Contingent Liabilities

Disputed Demands:

  • Income tax: ₹515.73 lakhs (Previous: Nil)
  • TRACES: ₹1.51 lakhs (Previous: ₹1.49 lakhs)

Other Contingencies:

  • No material orders passed by regulators/courts
  • No willful defaulter declarations
  • No benami property proceedings

Capital Structure

Shareholding Pattern:

  • Promoter Holding: 45.90% (mainly through Som Shiva Impex Ltd. - 30.11%)
  • Public Holding: 54.10%
  • Total Shares: 65,00,300 equity shares of ₹10 each

Dematerialization:

  • Shares held with both NSDL and CDSL
  • Physical shares cannot be traded per SEBI guidelines

Other Material Information

Dividend:

No dividend recommended for FY 2025-26 due to losses

Internal Financial Controls:

Auditors reported adequate internal financial controls system operating effectively

Going Concern:

Financial statements prepared on going concern basis

Green Initiative:

Annual Report sent only through electronic mode to registered email addresses

Important Dates:

  • Book Closure: August 7, 2026 (Benpos date)
  • AGM Date: September 29, 2026
  • E-voting Period: September 26-28, 2026

#Tags: #PrismFinanceLimited #AGM2026 #SEBIDisclosure #NBFC #FinancialResults #RegulatoryCompliance #CorporateGovernance #Neutral