Asia Capital Limited has announced a postal ballot notice dated February 12, 2026, seeking shareholder approval for increasing its authorised share capital. The company is proposing to enhance its capital base to facilitate future operational requirements through a structured e-voting process.

Proposed Capital Structure Changes

The postal ballot seeks approval for a significant expansion of the company's authorised share capital structure:

The increase involves creating additional 47,50,000 equity shares of face value Rs. 10 each, which will rank pari-passu with existing equity shares in all respects. This expansion will require consequential alteration to Clause V of the company's Memorandum of Association.

E-Voting Schedule and Process

The company has established a comprehensive timeline for the postal ballot process:

The voting will be conducted exclusively through remote e-voting via NSDL's platform. Shareholders whose email addresses are registered with depositories or the company's Registrar and Share Transfer Agent, Indus Shareshree Private Limited, will receive the notice electronically. Physical copies of the postal ballot form will not be distributed.

Regulatory Compliance and Scrutinizer Appointment

The postal ballot process adheres to multiple regulatory frameworks including Section 110 of the Companies Act, 2013, Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of SEBI Listing Regulations. The company has appointed Saloni Goyal & Associates, a Practicing Company Secretary (ACS – 62831, COP- 23699), as the scrutinizer to conduct the postal ballot in a fair and transparent manner.

Shareholder Participation Guidelines

Voting rights will be calculated based on the paid-up value of shares registered in shareholders' names as on the cut-off date of February 06, 2026. The resolution, if passed by requisite majority, will be deemed to have been passed on March 16, 2026. Results will be announced within 48 hours of the e-voting conclusion and will be available on the company's website at https://www.asiacapital.in/postal-ballot.html .

The Board of Directors has recommended the resolution for approval, noting that no directors, key managerial personnel, or their relatives have any financial interest in the resolution except to the extent of their shareholding. The proposed increase aims to provide the company with enhanced financial flexibility for future operational requirements.

Asia Capital Limited has released its unaudited financial results for the quarter and nine months ended December 31, 2025, showing mixed performance compared to the previous year periods. The Mumbai-based financial services company reported steady profitability despite facing some operational challenges during the reporting period.

Financial Performance Overview

The company's financial performance for Q3 FY26 and nine-month period presents the following key metrics:

Revenue Composition and Analysis

Asia Capital's revenue structure remained consistent with its core business model, primarily driven by interest income from its lending operations. For Q3 FY26, interest income constituted ₹868.47 thousand of the total income of ₹1,217.37 thousand. Other income contributed ₹348.90 thousand during the quarter, showing significant improvement from ₹55.91 thousand in the corresponding quarter of the previous year.

The nine-month period showed total income of ₹3,040.78 thousand, comprising interest income of ₹1,830.59 thousand and other income of ₹1,210.20 thousand. This represents a decline from the previous year's nine-month total income of ₹4,397.93 thousand.

Expense Management and Profitability

The company maintained disciplined expense management during the reporting period:

Balance Sheet Position

As of December 31, 2025, Asia Capital's balance sheet showed total assets of ₹52,752.30 thousand, compared to ₹66,906.60 thousand as of March 31, 2025. The significant components of the asset base include:

Cash Flow Analysis

The company's cash flow statement for Q3 FY26 revealed significant working capital movements. Net cash used in operating activities was ₹26,079.80 thousand, primarily due to an increase in short-term loans and advances of ₹26,626.98 thousand. Cash and cash equivalents at the end of the quarter stood at ₹22,634.81 thousand, compared to ₹63,780.73 thousand at the beginning of the year.

Regulatory Compliance and Audit

The financial results were reviewed by the Audit Committee and approved by the Board of Directors on February 12, 2026. Shankarlal Jain & Associates LLP, Chartered Accountants, conducted the limited review as required under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The auditors expressed no material concerns regarding the financial statements' preparation and disclosure compliance.