Dhoot Industrial Finance Limited has announced a postal ballot to seek shareholder approval for amendments to its Memorandum of Association, following the company's recent registration as a Non-Banking Financial Company (NBFC) with the Reserve Bank of India.

NBFC Registration and Regulatory Compliance

The company received its Certificate of Registration dated December 4, 2025, under Section 45-IA of the Reserve Bank of India Act, 1934, permitting it to operate as a Type-I NBFC-ND (Non-Deposit taking). This registration allows the company to carry on the business of a Non-Banking Financial Company, subject to compliance with applicable RBI regulations and conditions.

One of the key conditions for maintaining this registration requires the company to align its Memorandum of Association with its registered NBFC status, necessitating the proposed constitutional amendments.

Proposed Amendments to Memorandum of Association

The Board of Directors, at its meeting held on February 11, 2026, approved several changes to the company's constitutional documents:

The deleted clauses previously covered lending, advancing money, guarantees, and borrowing activities. The new Clause 84 specifically addresses the company's ability to "carry on the business of lending, advancing, or providing financial assistance" in compliance with RBI regulations for NBFCs.

E-Voting Process and Timeline

Shareholders can participate in the postal ballot exclusively through remote e-voting, with no physical ballot forms being distributed. The voting process details are as follows:

Scrutinizer Appointment and Governance

The company has appointed Ms. Isha Shah, Practicing Company Secretary and Partner of Shah Patel & Associates (Membership No. A35253), as the Scrutinizer for conducting the postal ballot process. The Scrutinizer will ensure fair and transparent conduct of the e-voting process and submit a report to the company's Chairman upon completion.

Only shareholders whose names appear in the Register of Members or List of Beneficial Owners as on the cut-off date of March 6, 2026, will be eligible to vote. Voting rights will be proportionate to shareholding in the company's paid-up equity share capital.

Business Rationale and Impact

The proposed alterations are designed to ensure regulatory clarity and operational flexibility while maintaining compliance with the RBI framework for NBFCs. According to the company's explanatory statement, these changes do not alter the core nature of the business but are intended purely for regulatory alignment.

The amendments will enable the company to clearly support its financing and lending activities in line with RBI regulations, while removing clauses that were not optimally aligned with its NBFC status. The resolution requires approval by special resolution, meaning it needs support from at least 75% of the votes cast.

The postal ballot notice has been distributed electronically to all eligible shareholders, and the company has made the notice available on its website at www.dhootfinance.com , as well as on the BSE and NSDL websites for broader accessibility.

Dhoot Industrial Finance Limited announced its unaudited financial results for the quarter ended December 31, 2025, alongside significant corporate governance developments. The company reported a net profit of ₹485.91 lakhs for Q3FY26, representing a decline from ₹1052.71 lakhs recorded in the corresponding quarter of the previous year.

Board Meeting Outcomes and Corporate Actions

The Board of Directors convened on February 11, 2026, to address multiple strategic initiatives and regulatory compliance matters:

The board's primary focus centered on aligning corporate documentation with the company's newly acquired NBFC status and ensuring full regulatory compliance.

Financial Performance Overview

The company's financial performance for Q3FY26 reflected varied operational dynamics across different revenue streams:

For the nine months ended December 31, 2025, the company achieved a net profit of ₹1382.49 lakhs compared to ₹3439.62 lakhs in the corresponding period of FY25. Total income for the nine-month period stood at ₹3700.31 lakhs against ₹6229.10 lakhs in the previous year.

Revenue Composition and Segment Performance

The company's revenue structure demonstrated significant variations across different income streams during Q3FY26:

The company operates through two primary business segments - Financial Activity and Trading Activity. Financial Activity generated revenue of ₹603.21 lakhs in Q3FY26, while Trading Activity contributed ₹253.12 lakhs during the quarter.

NBFC Registration and Memorandum Amendments

A significant milestone for the company was receiving the Certificate of Registration from the Reserve Bank of India on December 4, 2025:

To align with its newly acquired NBFC status, the board has approved amendments to the company's Memorandum of Association. The proposed changes involve removing redundant clauses from Main Objects and inserting specific provisions under Further Objects to support NBFC operations. These amendments require shareholder approval through a postal ballot process, with the notice already approved by the board.

Regulatory Compliance and Publication Requirements

In compliance with Regulation 47 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the company published its Q3FY26 unaudited financial results in newspapers on February 12, 2026:

The amendments are designed to align the company's constitutional documents with its registered NBFC status and permitted activities under RBI regulations. The company will continue to carry on its investment activities alongside its new NBFC operations, ensuring compliance with applicable laws, regulations, and conditions prescribed by the RBI.

Earnings and Share Capital Information

The company's earnings per share for Q3FY26 stood at ₹7.69 compared to ₹16.66 in Q3FY25. For the nine months ended December 31, 2025, earnings per share were ₹21.88 against ₹54.44 in the corresponding period of the previous year. The paid-up equity share capital remained unchanged at ₹631.80 lakhs, with a face value of ₹10.00 per share.