Inventure Growth & Securities Ltd (IGSL) has withdrawn its proposed Scheme of Arrangement, halting plans to amalgamate four subsidiaries and demerge its lending business. The Board of Directors approved the withdrawal on August 3, 2026, stating that the scheme cannot proceed without the requisite approval from the Reserve Bank of India (RBI). This regulatory block prevents the implementation of the restructuring plan, which had previously received no-objection letters from both the BSE and NSE.

The withdrawn scheme involved the amalgamation of Inventure Finance Private Limited, Inventure Commodities Limited, Inventure Insurance Broking Private Limited, and Inventure Developers Private Limited into IGSL. Following this amalgamation, the 'Lending Business Undertaking' was scheduled to be demerged into Inventure Wealth Management Limited (IWPL), a wholly-owned subsidiary. The appointed date for these transactions was set for April 1, 2025.

Regulatory Hurdles

The primary obstacle to the scheme’s implementation was the requirement for RBI approval, applicable to both the transferor companies and the resulting NBFC, IWPL. Despite securing initial clearances from stock exchanges, the absence of RBI consent rendered the scheme unviable. Consequently, the Board decided not to pursue the arrangement further. No proceedings related to the scheme were filed before the National Company Law Tribunal (NCLT), meaning no legal actions are pending before the tribunal regarding this matter.

Transaction Details

The following table outlines the key entities and actions involved in the withdrawn scheme:

Financial Impact

Inventure Growth & Securities Ltd explicitly stated that the withdrawal of the scheme has no financial impact on the company. The decision was communicated pursuant to Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The intimation was signed by Kamlesh S. Limbachiya, Whole-Time Director, and made available on the company’s website.

What the Numbers Show

The withdrawal highlights the critical dependency of financial sector restructuring on central bank approval in India. While exchange clearances were secured, the RBI’s role as the regulator for NBFCs proved decisive. The lack of financial impact suggests that significant costs had not yet been incurred or that the restructuring was not yet reflected in the consolidated balance sheet, allowing for a clean exit without material loss.

The Board of Directors of inventure growth & securities has approved the re-appointment of its top leadership, ensuring continuity in executive management and independent oversight. On August 3, 2026, the Board sanctioned the re-appointment of Kanji B. Rita as Chairman & Managing Director for a three-year term and Surji Damji Chheda as an Independent Director for a five-year term. These appointments are subject to shareholder approval at the company’s upcoming annual general meeting.

The decisions were made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule III and other applicable provisions. The Board acted on the recommendations of the Nomination and Remuneration Committee during its meeting held on Monday, August 3, 2026. The company notified the National Stock Exchange of India Ltd and BSE Ltd of these developments in compliance with regulatory disclosure norms.

Kanji B. Rita, whose current term expires on August 12, 2027, will serve a new term from August 13, 2027, to August 12, 2030. He is liable to retire by rotation. Rita, who is non-matriculate, began his career in 1984 and has been associated with Inventure since 2002. He currently serves as the Chairman & Managing Director and possesses extensive experience in the financial and stock market sectors. Regulatory disclosures confirm that Rita is not debarred from holding office by any SEBI order or other authority. His relationship with other directors includes being the father-in-law of Mrs. Lasha Meet Rita.

Surji Damji Chheda, an Independent Director, will commence his second term on October 1, 2027, for a period of five years. His current term concludes on September 30, 2027. Chheda holds a Chartered Accountant degree from the Institute of Chartered Accountants of India and brings over 27 years of experience as a practicing CA. His expertise covers Income Tax Law, Company Law, and GST Law. He is also a director at Sejal Glass Limited and Chhaya Securities Private Limited, and practices with M/s. S.D. Chheda & Co. and M/s. Chheda Joshi & Associates. Like Rita, Chheda is not debarred from holding office by any regulatory authority.

Key Appointment Details

The detailed profiles and disclosures regarding the re-appointments, including compliance with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, are available in Annexure I of the regulatory filing. The information is also accessible on the company’s website at www.inventuregrowth.com . Kamlesh S. Limbachiya, Whole-Time Director, signed the intimation letter submitted to the exchanges.