Hardcastle & waud mfg Manufacturing Company Limited announced significant board changes and corporate restructuring decisions during its board meeting held on March 18, 2026. The company made key appointments and approved committee reconstitution as part of its governance enhancement initiatives, as communicated to BSE under Regulation 30 of SEBI Listing Regulations.

New Director Appointment

The board approved the appointment of Mr. Ganpat Lal Dadhich as Additional Director in the category of Non-Executive (Non-Independent) Director, effective from March 18, 2026. The new director's profile and appointment details are outlined below:

Mr. Dadhich is not related to any other director of the company and has not been debarred from holding directorship by SEBI or any other regulatory authority.

Board Committee Reconstitution

Effective from March 19, 2026, the company reconstituted three key board committees with new member compositions:

Registered Office Relocation

The board also approved the shifting of the company's registered office, subject to necessary approvals. The proposed relocation details are:

The board meeting commenced at 2:00 p.m. and concluded at 2:40 p.m. on March 18, 2026. The company secretary Smita Achrekar digitally signed the regulatory filing submitted to BSE. These developments reflect the company's ongoing efforts to strengthen its governance structure and operational framework through strategic appointments and organizational restructuring.

Hardcastle & Waud Mfg has witnessed a significant corporate restructuring with Starlight Trust completing a substantial acquisition of equity shares under regulatory exemption. The transaction, executed on March 16, 2026, represents a strategic internal reorganization within the promoter family structure, with formal regulatory disclosure filed on March 17, 2026.

Acquisition Structure and Regulatory Compliance

The acquisition involved both direct and indirect transfers totaling 72.42% of the company's equity capital. Starlight Trust acquired 160,557 equity shares directly from Achal Jatia, representing 23.63% of the total paid-up share capital. Additionally, the trust gained indirect control over 48.79% through its acquisition of shares in Jeevdani Business Ventures Limited.

The acquisition was conducted under SEBI exemption orders dated February 26, 2026 (WTM/KCV/CFD/23/2025-26) and a corrigendum dated March 9, 2026 (WTM/KCV/CFD/23A/2025-26). The exemption was granted from the requirements of substantial acquisition regulations, considering the transaction as an internal family reorganization for succession planning purposes.

Shareholding Pattern Changes

The transaction resulted in significant changes to individual shareholdings while maintaining overall promoter group control. Before the acquisition, Achal Jatia held 160,567 shares (23.63%), which was reduced to just 10 shares (0.00%) post-transaction. Starlight Trust's holding increased from zero to 160,557 shares (23.63%).

Trust Structure and Governance

Starlight Trust operates as a private, discretionary, and irrevocable trust established under the Indian Trusts Act, 1882. The trust structure includes Ushadevi Jatia as settlor, with Achal Jatia, Banwari Lal Jatia, and Hemann Jatia serving as trustees. The beneficiaries are Achal Jatia and Hemann Jatia, ensuring the transaction remains within the promoter family framework.

Indirect Acquisition Details

The regulatory disclosure reveals that Starlight Trust's indirect acquisition stems from its 97.61% shareholding in Jeevdani Business Ventures Limited, which holds 49.98% of Hardcastle and Waud Manufacturing Company Limited. This structure results in an indirect acquisition of 48.79% (49.98% × 97.61%) in the target company.

Company Capital Structure and Impact Assessment

Hardcastle and Waud Manufacturing Company Limited maintains its equity share capital of ₹67,94,740 divided into 6,79,474 equity shares of ₹10 each. The company's shares are listed on BSE Limited, and the transaction does not alter the total share capital or affect minimum public shareholding requirements.

The acquisition represents a strategic succession planning initiative without affecting public shareholders' interests. The overall promoter and promoter group shareholding remains unchanged at 73.61%, while public shareholding continues at 26.39%. The transaction ensures continuity in management and control while facilitating smooth family succession planning within the existing corporate structure.