Upsurge Investment & Finance Ltd. received another regulatory disclosure filing under SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 2011 from promoter Pratibha Goyal on February 25, 2026. This follows the company's successful warrant conversion that resulted in the allotment of 18,50,000 equity shares on February 23, 2026.

Warrant Conversion Transaction

The company completed the warrant conversion exercise, allotting equity shares at Rs. 73.00 per share, comprising a face value of Rs. 10.00 and a premium of Rs. 63.00 per share. The total transaction generated proceeds of Rs. 10,12,87,500.00 for the company.

Pratibha Goyal Shareholding Changes

Pratibha Goyal converted 10,00,000 warrants into equity shares, significantly altering her shareholding pattern. Her equity shareholding increased from 22,86,330 shares to 32,86,330 shares, with the overall shareholding percentage rising from 11.39% to 14.99% of the total share capital.

Complete Allottee Distribution

The warrant conversion involved multiple promoter entities and one non-promoter investor. Pratibha Goyal received the largest allocation of 10,00,000 shares, while both D.K. Goyal HUF and Dayakrishna Goyal received 4,00,000 shares each. Pradeep Rooplal Nagori, categorized as a non-promoter investor, received 50,000 shares.

Capital Structure Impact

The warrant conversion has strengthened the company's capital base substantially. The paid-up equity share capital increased from Rs. 20,07,14,000.00 consisting of 2,00,71,400 equity shares to Rs. 21,92,14,000.00 consisting of 2,19,21,400 equity shares of Rs. 10.00 face value each.

Regulatory Compliance

The warrant conversion was executed in full compliance with SEBI regulations. Pratibha Goyal submitted the mandatory disclosure under Regulation 29(2) & 29(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulation, 2011 to BSE Limited, confirming the increased shareholding position following the warrant conversion completed on February 23, 2026. The disclosure was filed from her Mumbai address at B-503 Royal Classic, New Link road, Next to Citi Mall, Andheri West.

Upsurge Investment & Finance Limited announced its unaudited financial results for the third quarter of FY26 ended December 31, 2025, along with a key management appointment. The company reported mixed financial performance during the quarter while strengthening its leadership team with a new Company Secretary.

Financial Performance Overview

The company's financial results for Q3 FY26 showed varied performance across different metrics. Total revenue from operations reached Rs. 899.38 lakhs for the quarter, compared to Rs. 1,770.05 lakhs in the corresponding quarter of the previous year.

Revenue Composition Analysis

The company's revenue streams demonstrated mixed trends during the quarter. Interest income increased to Rs. 149.20 lakhs from Rs. 122.14 lakhs in the previous year's corresponding quarter. Dividend income rose significantly to Rs. 12.41 lakhs compared to Rs. 5.35 lakhs in Q3 FY25.

However, the company experienced challenges in other areas. Net gain on fair value changes showed a loss of Rs. 26.01 lakhs in Q3 FY26, contrasting sharply with a gain of Rs. 871.70 lakhs in the same quarter of the previous year. Sale of shares and securities generated Rs. 610.39 lakhs compared to Rs. 1,266.89 lakhs in Q3 FY25.

Nine-Month Performance Highlights

For the nine-month period ended December 31, 2025, the company demonstrated overall performance with total income reaching Rs. 5,281.48 lakhs and net profit standing at Rs. 946.15 lakhs compared to Rs. 1,564.57 lakhs in the corresponding nine-month period of the previous year.

Key Management Appointment and Compliance Details

The Board of Directors approved the appointment of Mrs. Daya Dhavalbhai Savani as Company Secretary & Compliance Officer, effective February 10, 2026. The appointment was made based on the recommendation of the Nomination & Remuneration Committee and complies with Regulation 6 and Regulation 30 of SEBI (LODR) Regulations, 2015.

Mrs. Savani brings relevant experience and qualifications to the role as a qualified Company Secretary and member of ICSI. The company highlighted her adaptability, flexibility, and strong team coordination and communication skills. Her appointment strengthens the company's compliance framework and corporate governance structure.

Corporate Governance and Regulatory Compliance

The financial results were reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on February 10, 2026. The results comply with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The appointment notification was submitted to BSE Limited in accordance with regulatory requirements, with Managing Director Dayakrishna Goyal signing the formal intimation. The company's main business remains NBFC activities, with all other operations revolving around this core business segment.