Niyogin Fintech shareholders and creditors approve scheme

Niyogin Fintech Limited said its shareholders, secured creditors and unsecured creditors approved the composite scheme at meetings held on October 30, 2026, with 4,49,47,309 equity shares polled, equal to 40.4030% of outstanding shares, and the company reporting requisite majorities in all three classes.

What did Niyogin Fintech approve at the meetings?

Niyogin Fintech approved the Composite Scheme of Arrangement and Amalgamation involving Niyogin Fintech as the demerged and amalgamating company, Niyogin Finserv Limited as the resulting company, and iServeU Technology Private Limited as the amalgamated company. The company announced the voting results on November 2, 2026, after the meetings directed by the National Company Law Tribunal, Chennai Bench.

The National Company Law Tribunal, or NCLT, had issued its meeting order on September 11, 2026, in C.A.(CAA)/66(CHE)/2026. Niyogin Fintech said the resolutions were passed with the requisite majority by equity shareholders, secured creditors and unsecured creditors at their respective October 30 meetings.

The equity-holder resolution was classified as a special resolution in the voting-results disclosure. The three meetings took place through video conferencing or other audio-visual means, with voting conducted on the National Securities Depository Limited, or NSDL, e-voting portal; the equity meeting started at 10:30 AM, followed by secured creditors at 11:30 AM and unsecured creditors at 12:30 PM.

The November 2 filing records class-level voting approval rather than final NCLT sanction of the arrangement. It does not state an effective date for the scheme or describe any subsequent tribunal order approving implementation.

How did Niyogin Fintech equity holders vote?

Niyogin Fintech reported that 4,49,47,309 equity shares were polled, representing 40.4030% of its 11,12,47,426 outstanding shares. Its voting-results table records 4,49,47,309 votes in favour, two votes against and 19,50,000 invalid votes, while showing 100.0000% votes in favour and 0.0000% against on the table's reported percentages.

Promoters and the promoter group polled 3,66,73,535 shares, or 83.4599% of their 4,39,41,490-share holding, and the voting table shows all of those votes in favour. Public non-institutional shareholders polled 63,23,774 shares, equal to 14.6700% of their 4,31,06,868-share holding, compared with 19,50,000 shares polled by public institutions.

The category comparison shows that promoter-group participation was far higher than participation by either public segment: 83.4599% of promoter holdings were polled, against 14.6700% for public non-institutions and 8.0582% for public institutions. The company also listed 9,745 shareholders on the October 23, 2026 record date and said 45 public shareholders attended through video conferencing or other audio-visual means.

Why were Niyogin Fintech votes excluded?

Niyogin Fintech's scrutinizer excluded 19,50,000 shares cast by Aionios Alpha Fund because no board resolution authorising the vote had been provided. The November 2 voting-results table classifies the same 19,50,000 public-institution shares as invalid, linking the disclosed invalid-vote total to that shareholder.

After this exclusion, the scrutinizer reported three promoter and promoter-group shareholders with 3,66,73,535 votes in favour and 31 remaining equity shareholders with 63,23,774 votes in favour. Those two valid voting groups total 4,29,97,309 votes, and the scrutinizer stated that 100% of present and voting equity shareholders supported the resolution.

The NCLT order required a quorum of 20 equity shareholders for the 10:30 AM meeting on October 30, 2026. The scrutinizer said quorum was present, the meeting began as scheduled without adjournment, and the voting portal remained open for 15 minutes after the meeting ended.

There is a presentation difference within the equity disclosures: the voting-results table shows two votes against in the public non-institutional category, while the scrutinizer's report lists zero votes against for the 31 remaining equity shareholders. Both disclosures nevertheless record the proposal as passed, and the company reported the requisite majority.

What did Niyogin Fintech creditors decide?

Niyogin Fintech said both creditor classes passed the composite-scheme resolution with the requisite majority on October 30, 2026. The secured-creditor meeting had a quorum requirement of one creditor under the NCLT order, while the unsecured-creditor meeting required two creditors; the scrutinizer said quorum was present at both.

For secured creditors, the report records nine e-voting counts and seven valid votes, with zero votes against shown in the reproduced table. The report states that Zakir Hussain Abdul Mallick held five holdings and five votes, while four other secured creditors held one holding and one vote each, producing the nine recorded votes.

Board resolutions were received for Ambit Finvest and Shine Star Built-Cap Pvt Ltd, while Zakir Hussain Abdul Mallick was described as an individual creditor. The scrutinizer said votes from the remaining two secured creditors would not count because the required corporate authorisations had not been provided, explaining the distinction between nine recorded counts and seven valid votes.

For unsecured creditors, Niyogin Fintech named Khatabook, Finasall Resources Pvt Ltd and Ninjacart Services Pvt Ltd as the three creditors for whom board resolutions had been received. The reproduced unsecured-creditor table records zero votes against, but does not provide a readable votes-in-favour count; the company’s November 2 announcement states that this class nonetheless passed the resolution with the requisite majority.

Conclusion

The October 30 voting process gave Niyogin Fintech approval from all three required classes for its proposed arrangement. Equity participation reached 40.4030% of outstanding shares, promoter-group votes accounted for 3,66,73,535 supporting shares, and the principal voting qualification issue was the exclusion of Aionios Alpha Fund's 19,50,000 shares.

The next disclosed matter to watch is the scheme's tribunal process after the September 11, 2026 NCLT meeting order. Niyogin Fintech's November 2 filing confirms the voting outcomes, but does not disclose final NCLT sanction, an effective date, or an implementation timetable for the demerger and amalgamation.