NCLT Approves Trustwave Securities' Share Capital Reduction Scheme

Trustwave Securities Limited has received approval from the National Company Law Tribunal (NCLT) Mumbai for its scheme of reduction in share capital dated March 19, 2026. The company informed BSE Limited about this significant corporate development through a regulatory filing on March 20, 2026.

NCLT Order Details

The Hon'ble NCLT Mumbai Bench approved the reduction under Section 66 of the Companies Act, 2013, in the matter C.P 194 (MB) 2025. The tribunal's order was pronounced by Hon'ble Member (Technical) Shri Prabhat Kumar and Hon'ble Member (Judicial) Shri Sushil Mahadeorao Koche.

Parameter:	Details
Case Number:	C.P 194 (MB) 2025
Order Date:	March 19, 2026
Legal Provision:	Section 66 read with Section 52 of Companies Act, 2013
Tribunal:	NCLT Mumbai Bench-I

Share Capital Reduction Structure

The approved scheme involves a substantial reduction in the company's equity share capital structure. The reduction will be implemented by cancelling shares against accumulated losses without any payment to shareholders.

Metric:	Before Reduction	After Reduction	Reduction
Paid-up Capital:	₹6,53,76,000	₹32,68,800	₹6,21,07,200
Number of Shares:	65,37,600	3,26,880	32,10,720
Face Value per Share:	₹10	₹10	No change
Accumulated Losses:	₹6,21,07,200	-	Against reduction

Regulatory Approvals and Compliance

The reduction scheme received necessary regulatory clearances and approvals from various authorities. The Ministry of Corporate Affairs Regional Director (Western Region) filed reports dated January 8, 2026, and February 5, 2026, providing observations and recommendations.

Key regulatory compliance aspects include:

Special resolution approved by postal ballot on February 8, 2025
Article 38 of Articles of Association empowers capital reduction
Board resolution dated October 24, 2024 proposing the reduction
No objections received from creditors or other stakeholders
BSE compliance under SEBI (LODR) Regulations, 2015

Company Background and Transformation

Trustwave Securities Limited was originally incorporated as Sterling Lease Finance Limited on November 21, 1983. The company underwent a name change to Trustwave Securities Limited on August 9, 2024. Previously registered as a Non-Banking Financial Company (NBFC) with RBI Registration No. 13.01229 since April 20, 1999, the company surrendered its NBFC certificate, which was cancelled by RBI on December 15, 2023.

Implementation Timeline

The company has committed to specific timelines for implementing the NCLT order. These include filing certified copies with regulatory authorities and publishing mandatory notices in newspapers.

Action Item:	Timeline
File certified copy with ROC:	Within 30 days of receipt
Newspaper publication:	Within 30 days of registration
English newspaper:	Business Standard
Regional language:	Navshakti (Marathi)

The company is currently in the process of applying for certified copies of the order and scheme from the NCLT. All regulatory authorities have been directed to act upon production of the certified copy of the order duly signed by the designated Registrar of the Tribunal.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-100.00%	-100.00%	-100.00%	-100.00%	-100.00%	-100.00%

Trustwave Securities Limited has announced the appointment of Ms. Chandni Lohar as Company Secretary and Compliance Officer, effective February 16, 2026. The appointment was approved by the Board of Directors during their meeting held on February 16, 2026, and has been formally communicated to the Bombay Stock Exchange in compliance with regulatory requirements.

Board Meeting and Appointment Details

The board meeting, which commenced at 06:00 P.M. and concluded at 06:30 P.M. on February 16, 2026, considered and approved Ms. Lohar's appointment as a qualified Company Secretary. She has been designated as Key Managerial Personnel of the company with immediate effect from the appointment date.

Parameter:	Details
Appointee:	Ms. Chandni Lohar
ACS Number:	57546
Designation:	Company Secretary and Compliance Officer
Effective Date:	February 16, 2026
Status:	Key Managerial Personnel
Meeting Duration:	06:00 P.M. to 06:30 P.M.

Professional Profile and Expertise

Ms. Chandni Lohar brings substantial expertise to her new role at Trustwave Securities Limited. According to the official disclosure, she has strong expertise in corporate governance and regulatory compliance. Her professional background encompasses experience in managing board meetings, maintaining statutory records, and ensuring adherence to legal requirements.

Key Competencies:	Description
Corporate Governance:	Strong expertise in governance frameworks
Regulatory Compliance:	Experienced in compliance management
Board Management:	Skilled in managing board meetings
Statutory Records:	Maintaining comprehensive statutory documentation
Director Advisory:	Advising directors on corporate matters
Administration:	High standards of corporate administration

Regulatory Compliance and Disclosure

The appointment has been made in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Trustwave Securities Limited has provided comprehensive disclosure particulars as required under the regulations, including details specified in Part A of Schedule III and the SEBI Master Circular dated November 11, 2024.

The company, formerly known as Sterling Guaranty & Finance Limited, operates under CIN number L65990MH1983PLC031384 and is listed on the Bombay Stock Exchange with scrip code 508963. The formal communication was signed by Director Deepak Kharwad (DIN: 08134487) and submitted to the exchange's listing department. The appointment reflects the company's commitment to maintaining robust corporate governance standards and regulatory compliance framework.