Liberty Shoes Receives SEBI Warning on Promoter Reclassification

Disclosure Context

Liberty Shoes Limited submitted a disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the National Stock Exchange of India Ltd. (Scrip Code: LIBERTSHOE) and Bombay Stock Exchange Ltd. (Scrip Code: 526596) on July 22, 2026. The disclosure references earlier submissions dated March 26, 2024 and March 30, 2024 regarding requests from two promoter shareholders seeking reclassification from "Promoter and Promoter Group" to "Public" category under Regulation 31A of SEBI LODR Regulations.

SEBI Communication Details

The company received a communication from SEBI dated July 21, 2026 (Reference No. HO/49/13/11(379)2026-CFD-SEC2 1/16907/2026) regarding the handling of reclassification requests from two members of the promoter group. The communication specifically addresses Shri Arpan Gupta, in his individual capacity and as Karta of Dinesh Kumar Gupta HUF, who had submitted reclassification requests on March 23, 2024.

SEBI's Observations on Non-Compliance

SEBI identified two specific instances of non-compliance:

1. Failure to Disclose Board Meeting Minutes: The Board of Directors conclusively considered the reclassification requests and formed views at their meeting on May 29, 2024. However, the company's disclosure of the meeting outcome made no reference to the reclassification requests or the Board's final views, violating Regulation 31A(8)(b) read with Regulation 30(7) of LODR Regulations.

2. Improper Handling of Reclassification Process: The Board, having formed the view that the promoters did not satisfy reclassification conditions, did not place the requests before shareholders in a general meeting as required by Regulation 31A(3)(a)(ii). Instead, the company conveyed rejection of the requests to the promoters via email dated June 7, 2024.

SEBI's Directives and Advisory

SEBI issued an administrative warning and advised the company to:

• Place the reclassification requests before shareholders in a general meeting along with the Board's views
• Process the requests further in accordance with Regulation 31A framework
• Take appropriate corrective actions based on SEBI's observations
• Place SEBI's communication and corrective steps before the Board of Directors
• Disseminate a copy of SEBI's communication on stock exchanges as mandated by Regulation 30

Company's Response and Position

The company clarified that it has submitted all relevant facts, records, and explanations to stock exchanges/SEBI during the examination process. The communication is under examination in consultation with the company's legal advisors, and the company will take appropriate actions in accordance with applicable law and regulatory directions. The company emphasized that the SEBI communication is in the nature of regulatory observations and does not impose any monetary penalty or enforcement action.