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 , a Non-Banking Financial Company (NBFC), has released its financial results for the second quarter and first half of the fiscal year 2026, ending September 30, 2025. The report reveals a mixed financial picture, with a substantial increase in the loan portfolio but a decline in quarterly profits.

Financial Performance Highlights

Key Balance Sheet Changes

Analysis of Results

Asia Capital Limited experienced a significant decline in its quarterly net profit, which dropped to ₹43,000.00 in Q2 FY2026 from ₹715,000.00 in the previous quarter. This represents a substantial decrease of approximately 94% quarter-over-quarter. The half-yearly figures also show a downward trend, with net profit for H1 FY2026 at ₹816,000.00, compared to ₹1,692,000.00 in the same period last year, marking a year-on-year decline of about 52%.

Despite the profit decline, the company reported a total income of ₹1,097,000.00 for the quarter, with interest income contributing ₹785,000.00, accounting for about 72% of the total revenue.

Loan Portfolio and Balance Sheet Changes

A notable development is the dramatic increase in Asia Capital's loan portfolio, which grew from ₹3.02 crore as of March 31, 2025, to ₹27.15 crore by September 30, 2025. This represents a growth of approximately 799% in six months.

However, this expansion in lending activities appears to have been funded by a significant reduction in cash and bank balances, which decreased from ₹63.78 crore to ₹24.66 crore over the same period. The company has also completely eliminated its borrowings, which stood at ₹15.07 crore at the end of the previous fiscal year.

Conclusion

While Asia Capital Limited has shown significant growth in its loan portfolio, the sharp decline in profits raises questions about the company's short-term profitability and operational efficiency. The significant reduction in cash reserves and the elimination of borrowings suggest a shift in the company's financial structure and lending operations.

Investors and stakeholders may need to closely monitor how this expansion in the loan book translates into profitability in the coming quarters, and whether the company can maintain this growth trajectory without compromising its financial stability.