Nature of the Event

This is a regulatory disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, intimating the outcomes of a Board of Directors meeting of Innocorp Limited held on July 4, 2026.

Key Quantitative Figures and Scheme Details

The Board approved a Scheme of Reduction of Capital under Section 66, read with Section 52 of the Companies Act, 2013. The quantitative effects of the scheme are as follows:

  • The amount in the Securities Premium Account will be reduced from ₹6,47,05,000 (Rupees Six Crores Forty Seven Lakh and Five Thousand) to Nil.
  • The existing paid-up equity share capital shall be reduced by 75%, from ₹7,94,14,000 (Rupees Seven Crore Ninety Four Lakhs and Fourteen Thousand) to ₹1,98,53,500 (Rupees One Crore Ninety Eight Lakhs Fifty Three Thousand and Five Hundred).
  • This involves the cancellation of 59,56,050 (Fifty Nine Lakh Fifty Six Thousand and Fifty) fully paid-up equity shares of ₹10 each, aggregating ₹5,95,60,500 (Rupees Five Crore Ninety Five Lakhs Sixty Thousand and Five Hundred).
  • The aggregate amount of reduction is ₹12,42,65,500 (Rupees Twelve Crore Forty Two Lakhs Sixty Five Thousand and Five Hundred), which will be utilized to set off the company's accumulated losses.
  • The number of shares will reduce from 79,41,400 (Seventy Nine Lakh Forty One Thousand and Four Hundred) to 19,85,350 (Nineteen Lakh Eighty Five Thousand Three Hundred and Fifty). The face value of the shares remains unchanged at ₹10.

Dates of Action and Approvals Required

The Board's approval is subject to necessary approvals from:

  • The shareholders of the company.
  • The Hyderabad Bench of the National Company Law Tribunal (NCLT).
  • Other statutory and regulatory approvals as may be required.

The scheme does not require submission to the stock exchange for an observation letter prior to NCLT filing, as per Regulation 37(6)(b) of the SEBI LODR Regulations.

Parties Involved

The scheme is between the company and its shareholders and creditors. The appointed scrutinizer for the AGM voting process is Mr. Jineshwar Kumar Sankhala, a Practicing Company Secretary.

Purpose and Rationale

The stated purpose is to conduct a comprehensive financial restructuring to rationalize the capital structure. The company has incurred substantial business losses over the years, resulting in a complete erosion of its net worth and significant accumulated losses. The scheme is an accounting and balance sheet reorganization intended to:

  • Eliminate accumulated losses and reflect a true and fair financial position.
  • Convert the company's negative net worth into a positive net worth.
  • Create a balanced capital structure aligned with its present financial position.
  • Improve credibility with banks, financial institutions, and other stakeholders.
  • Enable future access to capital markets for equity issuances (preferential allotments, rights issues, QIP) and debt financing to support expansion and growth.

The Board opines the scheme is fair, reasonable, and commercially prudent. It involves no outflow of funds, compromise of liabilities, or reduction of creditors' rights.

Financial and Operational Impact

The scheme is expected to substantially eliminate accumulated losses, restore a positive net worth, and present a more accurate reflection of the company's financial position. The improved net worth is expected to enhance the ability to raise funds. There is no change to the business operations, assets, or liabilities.

Capital Structure and Shareholding Impact

The reduction is effected on a uniform pro-rata basis and will not result in any change to the inter se shareholding percentages of existing shareholders. The proportionate ownership, voting rights, and economic interests remain unchanged, except for potential adjustments for fractional entitlements.

Benefit to Promoters/Group Companies

No direct or indirect benefit accrues exclusively to the promoter or promoter group. The scheme is implemented uniformly across all shareholders, and any benefits shall enure equally to all.

Other Board Approvals - AGM and Appointments

  • The Notice of the 32nd Annual General Meeting (AGM) and the Directors' Report were approved.
  • The 32nd AGM will be held on Saturday, August 8, 2026, at 11:00 AM.
  • Appointment of Statutory Auditors: M N Rao & Associates (Firm Registration No. 005386S) are proposed for reappointment for a second term, from the conclusion of the 32nd AGM until the conclusion of the 37th AGM.
  • Re-appointment of Independent Directors:
  • Mr. Neralla Seshagiri Rao (DIN: 09299267) is proposed for a second term (32nd AGM to 37th AGM). He holds a post-graduate degree in Physics and has over 35 years of experience in the banking sector.
  • Mr. Alapati Venkata Narasimha Rao (DIN: 09300872) is proposed for a second term (32nd AGM to 37th AGM). He holds a B.Sc. in Physics and has over three decades of entrepreneurial experience.
  • Disclosure confirms that neither director is related to other directors or debarred by SEBI.