S. P. Capital Financing Limited is a Mumbai-based **Non-Banking Financial Company (NBFC)** registered with the **Reserve Bank of India (RBI)** under Certificate of Registration No. **B_13.01087**. The company operates as an **Investment Company**, specializing in fund-based financing, strategic equity holdings, and the management of a diversified portfolio of securities. --- ### **Core Business Model & Asset Classification** The company’s operations are centralized in India and managed through a single reportable segment. The business model is designed to generate returns through a combination of long-term capital appreciation and interest income. * **Investment Management:** Holding and managing a portfolio of equity and debt instruments. * **Fund-based Financing:** Engaging in lending arrangements where returns are driven by the time value of money and credit risk margins. * **Asset Classification:** Financial assets are categorized into **Amortised Cost** or **Fair Value Through Profit or Loss (FVTPL)** based on contractual cash flow characteristics and management’s aggregated portfolio assessment. * **Operational Infrastructure:** Headquartered in **Dadar West, Mumbai**, the company operates from leased premises under standard **3-year** terms with renewal options. --- ### **Strategic Capital Restructuring & Fundraising** In **2023**, the company underwent a significant capital restructuring to expand its financing capacity and facilitate a major private placement. | Feature | Details | | :--- | :--- | | **Total Authorised Share Capital** | Increased to **Rs. 36,60,00,000** (from Rs. 12.10 Crore) | | **Equity Component** | **66,00,000** shares of **Rs. 10** each (**Rs. 6.60 Crore**) | | **Preference Component** | **30,00,000** shares of **Rs. 100** each (**Rs. 30.00 Crore**) | | **Instrument Issued** | **5% Non-Cumulative Redeemable Preference Shares (NCRPS)** | | **Allottee** | **Pride Hotels Limited** | | **Redemption Terms** | Non-listed; Redeemable at par within **10 years** | The issuance was finalized in **December 2023**, following the collection of balance call money of **Rs. 50 per share** on **20 lakh** partly paid shares. --- ### **Portfolio Monetization: The Pride Hotels Divestment** A central pillar of the company’s current strategy is the monetization of its long-term investment in the hospitality sector. As of **September 2025**, the company has initiated a partial exit from its significant stake in **Pride Hotels Limited**. * **Current Holding:** **98,03,700** equity shares, representing a **5.28%** stake in Pride Hotels Limited. * **Divestment Plan:** Participation in the proposed **Initial Public Offer (IPO)** of Pride Hotels as a selling shareholder. * **Volume:** Approved the sale of up to **32,67,900** equity shares (approximately **one-third** of its holding) via an **Offer for Sale (OFS)**. * **Strategic Associate:** The company also maintains a **45% shareholding** in **Pride Orchades Private Limited**. --- ### **Financial Performance & Leverage Trends** The company has significantly increased its borrowing profile over the last three fiscal years to fund its expanding operations, resulting in a notable rise in leverage. | Particulars (Rs. in Lakhs) | FY 2024-25 | FY 2023-24 | FY 2022-23 | | :--- | :--- | :--- | :--- | | **Short-term Debt** | **10,029.60** | **5,587.70** | **1,426.06** | | **Total Equity** | **2,152.54** | **2,121.67** | **1,894.88** | | **Total Debt to Equity Ratio** | **4.7** | **2.63** | **0.75** | **Shareholder Returns:** The company maintains a consistent dividend track record: * **FY 2025-26 (Interim):** **Rs. 0.50** per equity share (**5%** of face value). * **Preference Dividend:** **Rs. 5.00** per preference share (**5%** of face value). * **FY 2022-23:** Total dividend of **Rs. 1.75** per equity share (**17.5%**). --- ### **Risk Management & Liquidity Profile** The company operates under a **Board-appointed Risk Management Committee** that monitors credit, liquidity, and market risks. * **Liquidity Management:** Funding is managed through a mix of term loans, inter-corporate deposits, and mutual fund investments. * **Maturity Profile (as of March 31, 2024):** * **Borrowings (Up to 12 Months):** **Rs. 4,458.32 Lakhs** * **Borrowings (More than 12 Months):** **Rs. 1,129.38 Lakhs** * **Interest Rate Sensitivity:** As a lender using borrowed funds, the company is exposed to interest rate fluctuations, which it monitors via **gap analysis** and **earnings-at-risk** metrics. * **Credit Risk:** Mitigated by maintaining funds in **Current Accounts** and **Term Deposits** with reputable banks and assessing individual borrower characteristics. --- ### **Regulatory Compliance & Audit Qualifications** Investors should note several ongoing regulatory and accounting matters: * **BSE Non-Compliance Notice:** In **November 2024**, the **BSE** flagged non-compliance with **Regulation 17(1A)** regarding the age of a non-executive director (**Mr. Baldev Boolani**, over **75 years**). The company contests this, citing applicability thresholds. * **Secretarial Lapses:** Failure to file **Form MR-1** with the **ROC** for the re-appointment of the Managing Director, **Mr. Sureshchand P Jain**, in **2022**. * **Accounting Qualifications:** Statutory auditors have issued a **Qualified Opinion** because provisions for **Gratuity and Leave Encashment** are made on an **estimated basis** rather than through **actuarial valuation** required by **Ind AS 19**. * **Actuarial Risks:** Potential for increased costs due to variability in discount rates (linked to government bond yields), mortality rates, and salary growth.