India’s benchmark equity indices hit fresh 52-week highs on Thursday. Despite the buoyancy in the frontline indices, the broader markets ended on a mixed note, with the Nifty Small-cap index closing in the red. Against this backdrop, one stock from the broader market stood out – ProFin Capital Services Limited, which rallied by nearly 9 per cent during the day.

Incorporated in July 1991 and headquartered in Mumbai, Pro Fin Capital Services is a registered non-banking financial company (NBFC). The company offers a comprehensive suite of financial services, including capital-market trading (equities, futures, options, currencies and commodities), depository services for secure securities management, and short-term loans and advances to under-banked individuals and businesses. In effect, it combines investment and trading solutions with credit-access capabilities.

Before we come to the bonus and the buyout details, here’s an alarming detail about Pro Fin Capital. The promoter holding has declined from 14% three years ago, to just a little over 4% presently. The fact that promoters have been consistently selling their stake should be a key point of consideration for anyone interested in the company.

The November 26 catalyst: Bonus & Buyout

In a recent development, the company has informed that a meeting of its Board of Directors will be held on Wednesday, November 26, 2025, to further discuss the proposed bonus issue and to consider a letter of intent (LoI) received from Excellence Creative Limited, Hong Kong.

Hong Kong-Based Firm Shows Interest in Acquiring Up to 25% Stake at 153% Premium

On November 13, Pro Fin Capital received an LoI from Excellence Creative Ltd, Hong Kong, expressing interest in acquiring up to 25 per cent of the company’s equity share capital at a proposed price of Rs 22 per share, on a non-binding basis.

For context, Pro Fin Capital’s share price closed at Rs 8.71 on November 20. The proposed price of Rs 22 per share thus implies a premium of around 153 per cent to the November 20 closing price. In simple words, LoI indicates that Excellence Creative Ltd, Hong Kong, has expressed interest in acquiring up to 25 per cent stake in the company at Rs 22 per share, a price that is about 153 per cent higher than the current market price of Rs 8.71.

Who is Excellence Creative Ltd Hong Kong

Hong Kong-based Excellence Creative Ltd is engaged in Wholesale Trading and Importer Exporter of highly efficient Conductive Inks, Semi Conductive Inks and Electrical parts like CPU Motherboard, Keyboards, Mouse, Hard disk and SD cards products Kowloon, Hong Kong.

1:1 Bonus Issue On the Cards

In the same November 26 board meeting, directors will also take up the bonus issue for further discussion. Earlier, at its meeting held on October 10, 2025, the board had already considered and approved a bonus issue in the ratio of 1:1. This means shareholders will receive one new fully paid-up equity share of Re 1 each for every existing fully paid-up equity share held.

The company has clarified that the proposal contained in the LoI is subject to approval by the board of directors of Pro Fin Capital Services Ltd, completion of due diligence, negotiation of definitive agreements and compliance with all applicable regulatory requirements under SEBI, BSE, RBI, FEMA and the Companies Act, 2013. It has also stated that the proposal is at an exploratory stage and that any further material developments will be duly intimated to the stock exchange in line with applicable regulations. The LoI does not constitute a binding commitment on either party.

Note: This is a non-binding LoI, it is just an expression of interest for now, not a final deal or legal commitment from either side.

On the financial front, the company reported a net profit of Rs 13.37 crore for Q2FY26 ended September 30, 2025, as against Rs 2.46 crore in the corresponding quarter of the previous year, a year-on-year rise of 443 per cent. Total income during Q2FY26 increased to Rs 44.62 crore compared with Rs 6.97 crore in the same period last year, registering a robust 540 per cent year-on-year growth.

Multibagger Status: Up 185% in One Year

The penny stock of Pro Fin Capital Services has already delivered multibagger returns, gaining 102.09 per cent in the last six months and 184.64 per cent over the past one year.

In conclusion, while the narrative of a bonus and buyout look exciting, one needs to study the underlying fundamentals of the company extremely carefully. Also, keep in mind the fact that the buyout offer is non-binding.

Disclaimer: The article is for informational purposes only and not investment advice.

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