Date: August 17, 2026

Board Meeting Outcomes

  • The company received No Adverse Observation Letters dated August 14, 2026, from BSE Limited and National Stock Exchange of India Limited regarding the proposed Scheme of Arrangement.
  • The Scheme involves a demerger between Piccadily Agro Industries Limited (Demerged Company) and Piccadily Food & Essentials Limited (Resulting Company) and their respective shareholders and creditors.
  • The Scheme shall become effective only upon receipt of all requisite statutory, regulatory and other approvals, including the approval of the Hon'ble National Company Law Tribunal, shareholders and creditors.

Regulation, Compliance & Legal Disclosures

SEBI Observations and Compliance Requirements (from BSE and NSE Letters):

The Stock Exchanges conveyed comments received from SEBI dated August 13, 2026, which include:

  • Disclosure of all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the company, its promoters and directors, before NCLT and shareholders.
  • Display of additional information submitted after filing the Scheme on company and stock exchange websites.
  • Compliance with SEBI circulars issued from time to time.
  • Transfer of all liabilities of the transferor company to the transferee company.
  • Inclusion of information about unlisted companies involved in the format specified for abridged prospectus (Part E of Schedule VI of ICDR Regulations, 2018) in explanatory statements.
  • Ensuring financials in the scheme, including valuation report financials, are not for a period more than 6 months old.
  • Prominent disclosure of scheme details in notices sent to shareholders.

Extensive Shareholder Disclosure Requirements:

Both entities must disclose the following in explanatory statements to shareholders:

  • Need for demerger, rationale, synergies, impact on shareholders, and cost-benefit analysis
  • Details of Registered Valuer and Merchant Banker, valuation methods, and rationale
  • Basis for share swap ratio
  • Pre and post-scheme shareholding of both companies with rationale for changes
  • Capital built-up since incorporation and last 3 years
  • Revenue, PAT and EBIDTA details for last 3 years
  • Value of assets and liabilities being transferred and post-demerger balance sheet
  • Potential benefits and risks associated with demerger
  • Financial implications on promoters, public shareholders, and companies involved
  • All pending actions against entities involved, promoters/directors/KMPs

Additional Conditions:

  • Proposed equity shares to be issued shall be in demat form only
  • No changes to draft scheme without specific written consent of SEBI
  • SEBI/Stock exchange observations must be incorporated in NCLT petition
  • Compliance with all applicable provisions of Companies Act, 2013 including creditor consent
  • Disclosure of No-Objection letter on company website within 24 hours of receipt

Listing Conditions for Piccadily Food & Essentials Limited:

Listing is subject to SEBI granting relaxation under Rule 19(2)(b) of SCRR, 1957 and compliance with SEBI Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023. Additional requirements include:

  • Submission of Information Memorandum with public issue disclosure requirements
  • Publication of newspaper advertisement with scheme details referencing Information Memorandum
  • Continuous disclosure of material information about PFEL
  • Incorporation of specific provisions in the scheme:
  • Shares allotted shall remain frozen till listing/trading permission is given
  • No change in shareholding pattern between record date and listing

Validity and Reservations:

  • Validity of Observation Letter is six months from August 14, 2026
  • Exchange reserves right to withdraw 'No adverse observation' if information is found incomplete/incorrect/misleading/false
  • This does not constitute approval under any other Act/Regulation/rule/bye laws

Other Operational / Legal / Strategic Disclosures

The letter references the company's earlier intimation dated April 28, 2026, regarding Board approval of the Scheme. The observation letters from both exchanges are hosted on the company website at https://www.piccadily.com/scheme-of-arrangement.