Pro Fin Capital Services Limited is a **Mumbai-based Non-Banking Financial Company (NBFC)** registered with the **Reserve Bank of India (RBI)** under **Section 45-IA** of the RBI Act, 1934. The company operates as a non-deposit-taking entity, focusing on credit extension through a mix of secured and unsecured loans. Currently in a "progressive stage" of operations, the company is aggressively restructuring its capital base to transition from a boutique lender to a more robust financial services player. --- ### **Strategic Capital Restructuring & Fundraising Roadmap** The company has undertaken a series of aggressive corporate actions designed to enhance market liquidity, reward long-term shareholders, and build a war chest for asset acquisition. * **Bonus Issue (January 2026):** Successfully allotted **29,62,97,163 Equity Shares** in a **1:1 ratio**. This involved capitalizing **₹29.63 Crore** from free reserves and retained earnings. * **Rights Issue (February 2025):** Raised approximately **₹37.93 Crore** through the issuance of **8,42,90,163 shares** at an issue price of **₹4.50 per share**. * **Authorized Capital Expansion:** To facilitate these issuances, the company increased its authorized share capital from **₹32 Crore** to **₹60 Crore** in December 2025, following a prior expansion to **₹65 Crore** in September 2024. * **Convertible Warrants:** In September 2023, the company issued **9,75,00,000 convertible warrants** to both promoters and non-promoters to raise up to **₹11 Crore**. * **International Strategic Interest:** The company received a non-binding **Letter of Intent (LoI)** from **Excellence Creative Limited, Hong Kong**, expressing interest in acquiring up to a **25% equity stake** at a premium price of **₹22 per share**. * **Future Fundraising Mandate:** Management holds an active approval (as of November 2025) to raise up to **₹100 Crore** via Equity, Preference Shares, Debentures, or **Qualified Institutional Placement (QIP)**. --- ### **Financial Performance & Solvency Metrics** The company demonstrated a significant financial turnaround in **FY 2024-25**, moving from a loss-making position to profitability while simultaneously improving its capital adequacy. | Particulars | FY 2024-25 | FY 2023-24 | FY 2022-23 | | :--- | :--- | :--- | :--- | | **Total Income** | **₹31.69 crore** | **₹21.79 crore** | **₹20.15 crore** | | **Net Profit / (Loss)** | **₹2.92 crore** | **(₹39.96 lakhs)** | **₹55.64 lakhs** | | **CRAR / Tier I CRAR** | **10.56%** | **7.61%** | **8.00%** | | **Liquidity Coverage Ratio** | - | **1.12** | **1.04** | *Note: Historical data from 2021-2022 showed a much lower CRAR of **2.21% to 3.79%**, indicating that recent capital infusions have been critical in stabilizing the company’s regulatory standing.* --- ### **Lending Model & Asset Quality** Pro Fin Capital’s revenue model is primarily driven by interest income from a loan book that emphasizes liquidity and short-term recovery. * **Loan Structure:** Loans are primarily **repayable on demand**. This structure allows the company to report a **0% overdue amount**, as repayments are classified as regular under the "on-demand" terms. * **Related Party Exposure:** The company maintains lending/borrowing relationships with **Milgrey Finance And Investments** and **Triyamb Securities**, with approved annual limits of up to **₹50 Crore** through 2028. As of recent disclosures, related party loans totaled **₹9.93 Crores** (**3.36%** of the total loan book). * **Collateral & Liabilities:** The company utilizes secured loan facilities from **Indiabulls Commercial Credit Limited**, which are backed by property assets in the **Bandra Kurla Complex (BKC), Mumbai**. * **Accounting Standards:** The company prepares financial statements in accordance with **Indian Accounting Standards (Ind AS)** and maintains an internal audit system scaled to its operations. --- ### **Governance & Leadership Structure** The company is currently led by a management team appointed for five-year tenures to ensure operational continuity. * **Key Management:** * **Mr. Anupam Gupta:** Managing Director (Appointed April 1, 2023). * **Mr. Abhay Gupta:** Whole Time Director / Jt. Managing Director (Appointed April 1, 2023). * **Operational Focus:** The leadership is currently focused on **resource augmentation**, specifically the acquisition of financial assets and increasing the liquidity of the company's shares on the **BSE** to attract a broader institutional and retail investor base. --- ### **Risk Factors & Regulatory Challenges** Investors should weigh the company’s growth trajectory against several systemic and internal risks: **1. Regulatory Compliance Lapses** The company has faced challenges in meeting **SEBI (LODR)** and **RBI** statutory timelines: * **KMP Vacancies:** Failure to fill the **Company Secretary** position within the mandatory **6-month** window following a resignation in October 2023. * **Board Appointments:** Delays in obtaining shareholder approval for **Additional Independent Directors** within the required **3-month** timeframe. * **Compliance Officer:** Failure to appoint a Compliance Officer as per **SEBI Regulation 6 (1A)** within the stipulated period. **2. Credit & Macroeconomic Risks** * **NPA Recognition:** Under the **RBI’s Scale-Based Regulation**, stricter NPA recognition norms could impact the bottom line. Industry experts suggest potential **Gross NPA inflation** of up to **300 bps** across the NBFC sector. * **Interest Rate Volatility:** Elevated interest rates and commodity price fluctuations may temper the projected **8-10% AUM growth** expected in the broader industry. **3. Operational & Human Capital** * **Skill Gaps:** Management has identified a gap between organizational goals and current workforce skills, necessitating ongoing investment in upskilling. * **Concentration Risk:** Operations are heavily concentrated in the **Mumbai** region, making the company sensitive to local economic shifts.