Mohini Health & Hygiene has completed the incorporation of a subsidiary, Dhananya Capital Private Limited, as part of its strategy to acquire Winsome Yarns Limited. The corporate debtor's resolution plan was previously approved by the National Company Law Tribunal (NCLT) under the Insolvency and Bankruptcy Code, 2016. The intimation regarding the completion of the subsidiary's incorporation was submitted to the National Stock Exchange of India on May 21, 2026.

Acquisition Details

The newly incorporated subsidiary, Dhananya Capital Private Limited, was established specifically to acquire Winsome Yarns Limited. The acquisition falls under the Corporate Insolvency Resolution Process (CIRP) and involves the manufacture, processing, and trading of textiles and related products. Mohini Health & Hygiene has invested INR 1,27,50,000 in the subsidiary, subscribing to 51% of its equity share capital through cash consideration.

Financial and Structural Information

Dhananya Capital Private Limited is classified as a related party transaction as it is a subsidiary of Mohini Health & Hygiene. However, the promoter or promoter groups do not hold any interest in the subsidiary other than their equity stake in the parent company. The subsidiary was incorporated on May 20, 2026, in India.

Strategic Objectives

The primary object of incorporating Dhananya Capital Private Limited is to execute the acquisition of Winsome Yarns Limited. Beyond the acquisition, the subsidiary's objectives include holding investments, investing in securities, and engaging in the trade of textiles and related products. No specific indicative timeline for the completion of the acquisition or additional governmental approvals were disclosed in the regulatory filing.

Mohini Health & Hygiene Limited's Board of Directors convened on May 01, 2026, at the company's office in Indore, Madhya Pradesh, to deliberate on key strategic initiatives. The primary agenda item was the implementation of the Resolution Plan for the acquisition of Winsome Yarns Limited, which had received approval from the Hon'ble NCLT, Chandigarh Bench, through an order dated April 16, 2026.

Resolution Plan Details

The Board noted and recorded the NCLT order approving the Resolution Plan submitted by the company for Winsome Yarns Limited. The total admitted claims of Winsome Yarns Limited amount to approximately ₹1,926.88 Crore, comprising financial creditors' claims of ₹1,894.69 Crore, operational creditors' claims of ₹20.00 Crore, and other claims of ₹12.19 Crore. Under the Resolution Plan, the total payment to be made is ₹162.90 Crore, representing a significant haircut for creditors.

Implementation Structure and Timeline

The acquisition will be executed through a Special Purpose Vehicle (SPV) incorporated as a subsidiary of MHHL. The SPV will hold 95% of the post-allotment paid-up share capital of Winsome Yarns Limited, with existing public shareholders retaining 5%. MHHL holds a 51% equity stake in the SPV, while other stakeholders include Zenith Infra Realty LLP (25%), Rony Vincent Braganza (8%), Shrivika Enterprise (8%), and Fortune Ventures & Holdings (8%).

The implementation follows a structured timeline with the transfer date scheduled for July 15, 2026 (X + 90 Days from NCLT Approval Date). Fresh equity shares will be allotted to the SPV constituting 95% of post-allotment paid-up share capital within X+45 Days (by May 31, 2026). Upon payment of CIRP costs within X+30 Days (by May 16, 2026), the existing Board of Directors of Winsome Yarns Limited shall stand reconstituted.

Funding Sources and Governance

The funds for the Resolution Plan will be sourced from internal funds and accruals of MHHL, a term loan of ₹154.00 Crore from Union Bank of India sanctioned in favour of Winsome Yarns Limited, and equity or debt raised by MHHL or the SPV. The company has approved an inter-corporate loan to the SPV at arm's length interest rate, repayable from dividend or distribution receipts from Winsome Yarns Limited.

The Board authorized the appointment of company representatives to the Monitoring Committee of Winsome Yarns Limited and approved the nomination of directors to the Winsome Yarns Limited Board upon implementation of the Resolution Plan. The company also approved necessary filings with SEBI and stock exchanges, including an application for exemption from open offer obligations under Regulation 10(1)(d) of SEBI (SAST) Regulations, 2011.

Additional Board Decisions

In addition to the acquisition-related approvals, the Board reappointed M/s Neelam Binjwa as Secretarial Auditor for the Financial Year 2026-27 and appointed M/s Jain S P & Co. as Internal Auditor for the same period, following the completion of tenure of M/s Ashok Chhajed & Associates. The Board meeting commenced at 3:00 PM and concluded at 7:10 PM on May 01, 2026.

Winsome Yarns Limited is engaged in the business of manufacturing cotton yarn and knitted fabrics with units at Derabassi and Mohali in Punjab, and generation of hydropower through 5 Mini Hydro Power Plants in Himachal Pradesh. The company is listed on BSE (Code: 514397) and NSE.

Source: None/Company/INE450S01011/fdc093bcbff64890.pdf