Nature of Disclosure: Regulatory filing under SEBI LODR Regulations regarding outcomes of Board Meeting held on 28th October 2026, primarily concerning capital restructuring pursuant to NCLT/NCLAT orders.
Key Board Approvals:
1. Cancellation of Promoter Shares: Approved cancellation, extinguishment and permanent discharge of 1,01,98,415 equity shares of ₹10 each held by pre-liquidation Promoters and Promoter Group. This action is pursuant to:
- NCLT Mumbai Bench order dated 26th February 2026
- NCLAT Principal Bench, New Delhi order dated 3rd September 2026
- Sale Certificate issued by Liquidator dated 23rd January 2025
- Subject to approval of necessary authorities
Promoter Details (Annexure-A):
- Prashant Sudhakar Talwalkar: 28,87,780 shares (Promoter)
- Anant Ratnakar Gawande: 24,65,200 shares (Promoter)
- Girish Madhukar Talwalkar: 18,40,980 shares (Promoter)
- Harsha Ramdas Bhatkai: 15,50,200 shares (Promoter)
- Vinayak R Gawande: 5,66,900 shares (Promoter)
- Madhukar Vishnu Talwalkar: 4,20,000 shares (Promoter)
- Better Value Leasing and Finance Limited: 4,67,355 shares (Promoter Group)
- Total: 1,01,98,415 shares
2. Cancellation of Public Shares and New Allotment: Approved cancellation of 2,08,06,441 equity shares of ₹10 each held by pre-liquidation Public Shareholders. Subsequently, approved issuance and allotment of 5,00,000 new equity shares of ₹10 each to eligible existing Public Shareholders in the ratio of 1 new equity share for every 41 existing equity shares held. Fractional shares will be disregarded and allotted to strategic investors as decided by board. Record date: 26th October 2026. Same regulatory basis as above (NCLT, NCLAT orders, Sale Certificate).
3. Preferential Allotment: Approved issue and allotment of 95,00,000 new equity shares of ₹10 each, fully paid-up, to nominee of Successful Bidder (Shilpa Singh) on preferential basis. Same regulatory basis as above.
Capital Structure Impact (Annexure-B):
- Pre-Reduction: Issued, Subscribed and Paid-up Capital: 3,10,04,856 equity shares of ₹10 each totaling ₹31,00,48,560
- Post-Reduction: 1,00,00,000 equity shares of ₹10 each totaling ₹10,00,00,000
- Authorized Share Capital remains unchanged at 3,20,00,000 equity shares of ₹10 each (₹32,00,00,000)
Shareholding Pattern Impact (Annexure-B):
- Pre-Reduction: Promoter & Promoter Group: 1,01,98,415 shares (32.89%), Public: 2,08,06,441 shares (67.11%)
- Post-Reduction: Promoter Category: 95,00,000 shares (95.00%), Public: 5,00,000 shares (5.00%)
Preferential Issue Details (Annexure-C):
- Type of Security: Equity Shares of face value ₹10 each
- Type of Issuance: Preferential Allotment
- Total Number: 95,00,000 shares
- Proposed Allottee: Shilpa Singh
- Shareholding Impact: Pre-issue: NIL, Post-allotment: 95,00,000 shares
- Issue Price: ₹10 per equity share
- Number of Investors: 1
- Regulatory Reference: Regulation 30 of SEBI (LODR) Regulations, 2015 read with circular dated September 9, 2015
Meeting Details: Started at 05:00 PM and concluded at 05:40 PM on 28th October 2026.
All actions are subject to approval of necessary authorities.