LEEL Electricals Limited has notified stock exchanges that it will defer submission of its share capital reconciliation audit report for the financial year ended 31.03.2026 due to ongoing capital restructuring activities following its acquisition.

Corporate Restructuring Background

The company is currently undergoing a comprehensive takeover by Krishna Ventures Limited (KVL), which was approved as the successful auction purchaser by the National Company Law Tribunal (NCLT) Allahabad Bench. The NCLT initiated liquidation proceedings against LEEL Electricals on 06.12.2021 and subsequently approved the sale of the company as a going concern on 21.03.2024. A sale certificate was issued on 12.06.2024, and new management was inducted on the Board effective 01.07.2024.

Board Approved Capital Restructuring Measures

The Board of Directors has approved several significant capital restructuring measures across multiple meetings:

Share Capital Restructuring Details

The capital restructuring involves multiple components designed to facilitate the company's transition under new ownership. The existing promoter and promoter group shareholding will be completely cancelled and reduced to zero without any payout. Public shareholders will see their holdings reduced significantly, with the record date set as 22.11.2024 for determining eligible shareholders.

The proportionate allotment of 5,43,011 equity shares to eligible public shareholders aims to achieve the minimum public shareholding requirement of 5% of post-issue paid-up capital, in compliance with Rule 19A of Securities Contracts (Regulations) Rules, 1957.

Regulatory Compliance and Process Status

LEEL Electricals has filed relevant corporate action forms and listing applications with the concerned depositories and stock exchanges. The company stated that these filings are currently under process. Given the extensive nature of the capital restructuring exercise, the management determined that submitting the share capital reconciliation audit report as required under Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 would serve no meaningful purpose until the restructuring is completed.

Current Status

The acquirer Krishna Ventures Limited is in the process of completing the takeover, including acquisition of company records and papers. The comprehensive nature of the restructuring, involving cancellation of existing shareholdings and fresh allotments, necessitates completion of the capital restructuring before meaningful reconciliation reporting can be undertaken.

LEEL Electricals Limited (formerly Lloyd Electric & Engineering Limited) has submitted regulatory disclosures to BSE and NSE under Regulation 31(4) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The disclosure, dated April 07, 2026, addresses promoter shareholding encumbrance for the financial year ended March 31, 2026.

Corporate Restructuring Background

The disclosure follows significant corporate developments that transformed the company's ownership structure. The Hon'ble Company Law Tribunal Allahabad Bench (NCLT) initiated liquidation proceedings against LEEL Electricals Limited through its order dated December 06, 2021. Subsequently, NCLT approved the sale of the company as a going concern to Krishna Ventures Limited through its order dated March 21, 2024. The Liquidator issued the Sale Certificate dated June 12, 2024, completing the acquisition under the Insolvency and Bankruptcy Code, 2016.

Capital Restructuring Details

The Board of Directors approved comprehensive capital restructuring measures through multiple meetings following the acquisition:

The capital restructuring involved reducing existing public shareholders' holdings to 1 equity share for every 43 shares held as on the record date of November 22, 2024. This reduction was implemented without any payout to shareholders. The company allocated 5,43,011 equity shares to eligible public shareholders to achieve the minimum public shareholding requirement of 5% of post-issue paid-up capital, as mandated under Rule 19A of Securities Contracts (Regulations) Rules, 1957.

Promoter Declarations

The disclosure includes declarations from key stakeholders confirming no additional encumbrances on their equity shareholdings beyond those previously disclosed:

Individual Promoters:

• Neeraj Gupta (DIN: 07176093) - Managing Director
• Durgesh Kumar (DIN: 10686556) - Promoter

Corporate Entities:

• Krishna Ventures Limited (Acquirer)
• Freshplate Agro Foods Private Limited
• Ashva Energy Private Limited

All declarations were signed on April 07, 2026, and submitted to both stock exchanges and the company's Audit Committee. The entities confirmed compliance with SEBI Takeover Regulations regarding shareholding encumbrance disclosures.

Regulatory Compliance

The company has filed relevant Corporate Action Forms and Listing Applications with concerned depositories and stock exchanges to implement the capital restructuring. The listing and dematerialization process for newly allotted equity shares is currently underway. This comprehensive disclosure ensures transparency in the post-acquisition ownership structure and maintains compliance with securities market regulations.