Capfin India Limited has issued a postal ballot notice to shareholders seeking approval for a comprehensive capital restructuring initiative, including an increase in authorized share capital and a preferential allotment worth Rs. 5,29,36,800. The company announced the postal ballot process on February 20, 2026, following board approval for the capital raising proposals.

Postal Ballot Process and Timeline

The company has engaged National Securities Depository Limited (NSDL) to provide remote e-voting facility to members. The postal ballot notice has been sent to shareholders whose names appear in the register as of February 13, 2026, which serves as the cut-off date for voting eligibility.

Resolutions for Shareholder Approval

The postal ballot notice contains two key resolutions requiring member consent. The first resolution seeks approval for increasing the company's authorized share capital, while the second addresses the preferential allotment of equity shares.

Authorized Capital Enhancement

The company proposes to increase its authorized share capital significantly to facilitate the preferential allotment and support future growth initiatives. The capital clause of the Memorandum of Association will be amended accordingly.

Preferential Allotment Details

The board has approved the issuance of 16,10,000 fully paid-up equity shares on a preferential basis. The shares will be issued at Rs. 32.88 per share, including a premium of Rs. 22.88 per equity share, raising a total amount of Rs. 5,29,36,800.

Proposed Allottees and Shareholding Impact

The preferential allotment includes both promoter and non-promoter categories. The proposed allottees comprise promoters Abhishek Narbaria and Umesh Kumar Sahay, along with non-promoter investors including Nautilus Private Capital Ltd, Magnifica Global Opportunities VCC, and Rakesh Kumar Dwivedi.

Regulatory Compliance and Fund Utilization

The preferential allotment has been structured in accordance with the Companies Act, 2013 and Chapter V of the SEBI ICDR Regulations, 2018. The pricing determination follows SEBI guidelines for infrequently traded shares, with valuation conducted by registered valuer Mr. Mukesh Kumar Jain. The company intends to utilize the raised funds to strengthen its working capital position and support regulatory and operational stability, as it currently has limited active income streams.

Capfin India Limited has announced its unaudited financial results for the quarter and nine months ended December 31, 2025, revealing a challenging performance with the company reporting a net loss of ₹4.59 lakhs for the third quarter compared to a profit of ₹7.02 lakhs in the corresponding quarter of the previous year.

Financial Performance Overview

The company's quarterly performance showed a marked deterioration across key metrics. Revenue from operations declined to ₹5.99 lakhs in Q3FY26 from ₹7.47 lakhs in Q3FY25, representing a significant decrease in business activity.

Nine-Month Performance Analysis

The nine-month period ending December 31, 2025, presented an even more concerning picture for the financial services company. Total revenue from operations reached ₹17.90 lakhs compared to ₹86.03 lakhs in the corresponding nine-month period of the previous year.

Expense Structure and Operational Metrics

The company's expense profile showed significant changes during the quarter. Total expenses increased to ₹12.12 lakhs in Q3FY26 from ₹1.38 lakhs in Q3FY25. Key expense components included:

• Employee benefit expenses: ₹3.25 lakhs (compared to nil in Q3FY25)
• Fees & Commission expenses: ₹4.87 lakhs (new expense category)
• Impairment of Financial Instruments: ₹0.66 lakhs
• Other expenses: ₹3.26 lakhs (increased from ₹1.38 lakhs)

Corporate Governance and Compliance

The Board of Directors of Capfin India Limited convened on January 23, 2026, from 4:16 PM to 4:41 PM IST to approve the unaudited financial results. The results were reviewed and recommended by the Audit Committee before board approval. The company's statutory auditors, Mehra Goel and Company, issued a limited review report with no qualifications for the quarter and nine months ended December 31, 2025.

Share Capital and Earnings Per Share

The company maintained its paid-up equity share capital at ₹293.82 lakhs, with each equity share having a face value of ₹10.00. The basic and diluted earnings per share for Q3FY26 stood at negative ₹0.16 compared to positive ₹0.25 in Q3FY25. For the nine-month period, the EPS declined to negative ₹1.12 from positive ₹1.73 in the corresponding period of the previous year.

Capfin India Limited, engaged in financial lending as its primary business segment, operates from its registered office in Pune, Maharashtra. The company's results reflect the challenges faced in its core lending operations during the reported period.