MSUM Acquires 33.86% Stake in Kiran Vyapar Through NCLT-Approved Amalgamation

Kiran Vyapar Limited has witnessed a significant corporate restructuring as Maharaja Shree Umaid Mills Limited (MSUM) acquired a substantial 33.86% equity stake through a comprehensive amalgamation scheme. The transaction, completed on April 25, 2026, involved the merger of 20 transferor companies with MSUM, resulting in the acquisition of 92,38,132 equity shares of Kiran Vyapar Limited.

NCLT Approval and Regulatory Framework

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 scheme became effective on April 25, 2026, upon filing of e-Form INC-28 with the Registrar of Companies. MSUM has filed the necessary disclosure under Regulation 10(6) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, claiming exemption from open offer obligations under Regulation 10(1)(d)(iii).

Timeline Parameter: Date NCLT Order Date: March 16, 2026 Effective Date: April 25, 2026 SEBI Filing Date: April 25, 2026

Comprehensive Amalgamation Structure

The amalgamation involved 20 transferor companies merging with MSUM, including Agrajay Greeneries Private Limited, Akruray Greenhub Private Limited, Chakrine Greenfield Private Limited, Dakshay Greeneries Private Limited, Dakshinay Greenpark Private Limited, Eminence Agrifield Private Limited, Eminence Cropfield Private Limited, Eminence Harvest Private Limited, Jiwanay Greenview Private Limited, Kapilay Greeneries Private Limited, Mantray Greenpark Private Limited, Placid Limited, Pratapnay Greenfield Private Limited, Rawaye Greenpark Private Limited, Santay Greenfield Private Limited, Sidhyayi Greenview Private Limited, Subiray Greeneries Private Limited, Sukhday Greenview Private Limited, Suruchaye Greeneries Private Limited, and Swastine Greenpark Private Limited.

Shareholding Transformation

Prior to the amalgamation, MSUM held 56,92,400 equity shares representing 20.86% of Kiran Vyapar's paid-up equity share capital. Placid Limited, one of the key transferor companies, held 92,38,132 equity shares representing 33.86% of the company's equity.

Shareholding Details: Pre-Transaction Post-Transaction MSUM Equity Shares: 56,92,400 1,49,30,532 MSUM Percentage Holding: 20.86% 54.72% Placid Limited Shares: 92,38,132 NIL Placid Limited Percentage: 33.86% NIL

Corporate Control and Management Impact

Following the amalgamation, MSUM's total shareholding in Kiran Vyapar Limited increased to 1,49,30,532 equity shares, representing 54.72% of the paid-up equity share capital. This transformation has resulted in MSUM becoming the holding company of Kiran Vyapar Limited. However, since the transaction occurred between promoter group companies pursuant to the court-sanctioned scheme, there is no change in the management or control structure of Kiran Vyapar Limited.

Regulatory Compliance and Exemptions

The acquisition qualifies for exemption from mandatory open offer requirements under SEBI takeover regulations, as it represents a transfer of shares among existing promoter group entities. The transaction does not result in any change in the aggregate shareholding of the promoter and promoter group of Kiran Vyapar Limited. MSUM, led by Chairman & Managing Director Lakshmi Niwas Bangur, has ensured full compliance with SEBI LODR Regulations and filed appropriate disclosures with BSE Limited.

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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