Kiran Vyapar's Step-Down Subsidiary Ceases Following NCLT Amalgamation

Kiran Vyapar Limited has announced the cessation of its step-down subsidiary Sukhday Greenview Private Limited following the completion of an NCLT-approved scheme of amalgamation with Maharaja Shree Umaid Mills Limited (MSUM). The transaction became effective on April 25, 2026, resulting in Sukhday Greenview's dissolution and transfer of its assets to MSUM under a structured share exchange arrangement.

NCLT Approval and Implementation Timeline

The Hon'ble National Company Law Tribunal, Kolkata Bench, sanctioned the scheme of amalgamation on March 16, 2026, under Sections 230 to 232 of the Companies Act, 2013. The certified copy of the NCLT order was issued on April 13, 2026, and subsequently filed with the Registrar of Companies West Bengal at the MCA Portal on April 25, 2026, making the scheme effective from that date.

Timeline Parameter: Date NCLT Order Date: March 16, 2026 Certified Copy Issue: April 13, 2026 ROC Filing & Effective Date: April 25, 2026 Appointed Date: April 1, 2024

Share Exchange and Consideration Details

Under the amalgamation scheme, IOTA Mtech Power LLP (step-down subsidiary of Kiran Vyapar) will receive 170 equity shares of ₹10 each (fully paid-up) in MSUM for every 25 Non-Cumulative Participating Compulsorily Convertible Preference Shares (CCPS) of ₹100 each held in Sukhday Greenview Private Limited. IOTA Mtech Power LLP held 98.90% of the total paid-up share capital in Sukhday Greenview.

Exchange Parameter: Details Share Exchange Ratio: 170:25 MSUM Share Value: ₹10 each (fully paid-up) CCPS Share Value: ₹100 each (fully paid-up) IOTA's Shareholding: 98.90% Consideration Type: Equity shares in MSUM

Financial Impact and Subsidiary Contribution

Sukhday Greenview Private Limited had a minimal contribution to Kiran Vyapar's operations, with a turnover of ₹0.44 crores representing 0.39% of total revenue, and a net worth of ₹0.44 crores accounting for 0.02% of the group's net worth as of March 31, 2025. The company reported a negative income of ₹0.07 crores, representing (0.03)% of the group's income.

Financial Contribution: Amount Percentage Turnover/Revenue: ₹0.44 crores 0.39% Income: (₹0.07 crores) (0.03)% Net Worth: ₹0.44 crores 0.02%

Regulatory Compliance and Corporate Structure

The transaction involves the merger of a step-down subsidiary with MSUM, a promoter group entity within the LNB Group of Companies. Company Secretary Pradip Kumar Ojha has confirmed that since Kiran Vyapar Limited is not a direct party to the transaction, it does not qualify as a related party transaction. The company has ensured compliance with all regulatory requirements under SEBI LODR Regulations, including Regulation 30.

Compliance Status: Details Related Party Transaction: No (Company not direct party) SEBI Regulation 30: Complied Promoter Group Transaction: Yes Outside Scheme of Arrangement: No

IOTA Mtech Power LLP will continue to be a step-down subsidiary of Kiran Vyapar Limited following the completion of this amalgamation scheme.

Kiran vyapar Limited has fulfilled its regulatory obligations by submitting the mandatory compliance certificate under SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended March 31, 2026. The submission demonstrates the company's adherence to securities market regulations governing dematerialisation processes.

Regulatory Compliance Details

The certificate was filed with BSE Limited on April 7, 2026, under the provisions of Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018. Company Secretary and Compliance Officer Pradip Kumar Ojha, holding membership number F8857, signed and submitted the documentation to the exchange.

Parameter: Details Filing Date: April 7, 2026 Quarter Covered: Q4FY26 (January 1 - March 31, 2026) BSE Scrip Code: 537750 Signatory: Pradip Kumar Ojha, Company Secretary Membership No: F8857

Registrar Confirmation

Maheshwari Datamatics Private Limited, serving as the company's Registrar and Share Transfer Agent, issued the compliance certificate on April 2, 2026. The registrar confirmed completion of all required dematerialisation procedures for the specified quarter.

The registrar's certificate covered two critical compliance areas:

Transfer Register Submission: Demat Transfer Register for the period January 1, 2026 to March 31, 2026 was sent to relevant depositories and all stock exchanges where the company's shares are listed

Physical Securities Management: All physical securities received from Depository Participants after dematerialisation were properly destroyed, mutilated, or cancelled within the stipulated timeframe

Corporate Structure

Kiran Vyapar Limited operates under the LNB Bangur Group of Companies umbrella. The company maintains its registered office at 7, Munshi Premchand Sarani, Hastings, Kolkata - 700 022, while its corporate address is located at 'Athiva', Plot No. C2, Sector - III, HUDA Techno Enclave, Madhapur, Hyderabad - 500081, Telangana.

Corporate Details: Information CIN: L51909WB1995PLC071730 Group: LNB Bangur Group of Companies Registrar: Maheshwari Datamatics Private Limited Email: compliance@lnbgroup.com

Regulatory Significance

The quarterly compliance certificate under Regulation 74(5) represents a mandatory requirement for listed companies to ensure transparency in dematerialisation processes. This filing confirms that Kiran Vyapar Limited maintains proper records and follows prescribed procedures for converting physical securities into electronic form, supporting investor confidence and market integrity.

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