Liberty Shoes received a clarification from the Securities and Exchange Board of India (SEBI) regarding the reclassification of two promoter shareholders from the "Promoter and Promoter Group" category to "Public." The regulator specified that while past non-compliance warnings stand, the corrective steps for these requests must now be processed under the Regulation 31A provisions currently in force.

The communication, dated October 7, 2026, addresses requests filed by Arpan Gupta in his individual capacity and as Karta of Dinesh Kumar Gupta HUF. SEBI noted that its earlier observations from July 21, 2026, pertained to the company's conduct at that time and were assessed under the older version of Regulation 31A. However, the ongoing processing of the reclassification applications is to be governed by the amended regulations effective December 13, 2024.

Regulatory Clarification and Process

SEBI explicitly stated that its clarification does not express any view on the eligibility of the promoters for reclassification. This determination remains with the recognised stock exchanges and, subsequently, the shareholders in accordance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The company disclosed that it had already submitted applications to the National Stock Exchange of India Limited (NSE) and BSE Limited following the initial warning. These applications are pending consideration for a No-Objection Certificate (NOC). Upon receipt of the NOCs, Liberty Shoes will place the reclassification requests before its shareholders for approval.

What the Numbers Show

The regulatory correspondence highlights a bifurcation in liability and procedure. While SEBI maintained the administrative warning for past non-compliance, it decoupled this penalty from the procedural pathway for future approvals. This distinction ensures that the historical regulatory breach does not automatically preclude the current reclassification attempt, provided the new procedural norms are strictly followed. The outcome now hinges entirely on the stock exchanges' assessment of eligibility rather than SEBI's prior advisory stance.

Next Steps for Shareholders

The disclosure confirms that the matter remains open for shareholder voting. The sequence of events prescribed by the regulator is as follows:

1. Stock exchanges review the pending applications and issue NOCs if satisfied.
2. The Board of Directors places the reclassification requests, along with the NOCs and their views, before the shareholders.
3. Shareholders vote on the reclassification in accordance with the applicable provisions of the LODR Regulations.

Liberty Shoes affirmed its commitment to complying with all applicable laws and disseminated the SEBI communication to the stock exchanges as mandated by Regulation 30.

Liberty Shoes Ltd shareholders approved all seven resolutions at its 40th Annual General Meeting held on September 29, 2026, with a combined majority exceeding 99.99% across key items.

The meeting, conducted via video conferencing, saw the adoption of financial statements for FY26 and the approval of director appointments and re-appointments. The scrutinizer's report confirmed that no resolution faced significant opposition from the public shareholder base.

Voting results and shareholder participation

The combined voting results highlight a strong consensus among shareholders. Promoter and promoter group members voted in favor of all resolutions, representing 83.34% of the total votes polled. Public institutions also voted unanimously in favor. Public non-institutional shareholders registered minimal dissent, with opposition ranging from 0.0012% to 0.0488% depending on the resolution item.

What the Numbers Show

The voting data reveals a high concentration of voting power among promoters, who accounted for 83.34% of the total votes polled. Despite this concentration, public non-institutional shareholders participated actively, casting approximately 486,055 votes. The dissenting votes from this category were negligible, never exceeding 237 shares for any single resolution, indicating broad alignment between management and minority shareholders on governance matters.

Key resolutions adopted

Shareholders approved several ordinary and special resolutions during the meeting. The audited financial statements for the year ended March 31, 2026, were received and adopted without any qualifications from statutory or secretarial auditors.

The following director appointments and re-appointments were approved:

Director profiles and committee roles

Piyush Dixit, who has served as a Non-Executive Independent Director since 2023, is the founder and CEO of Unicel Corporation Pvt. Ltd. He brings 32 years of industry experience across core manufacturing, automobiles, consumer durables, and telecom sectors. He serves as a member of the Audit Committee and the Nomination and Remuneration Committee.

Anand Das Mundhra, also associated with the company since 2023, is involved in the business of capital equipment such as transformers, HT breakers, cables, and DG sets. He is associated with Shree Nursingsahay Mudungopal (Engineers) Pvt. Ltd., part of a 140-year-old group. He holds chairmanship positions in the Audit Committee, Nomination and Remuneration Committee, and Stakeholder Relationship Committee.

Raman Bansal has been associated with Liberty Shoes since 1984. Prior to his appointment as Executive Director, he served as the Chief Operating Officer. He holds a degree in footwear designing from ARS SITPROA and oversees outsourcing purchases, distribution, marketing, and the retail network. He is the brother of Anupam Bansal, the Executive Director and Chairman of the meeting.

Strategic outlook on brand dependencies

Anupam Bansal addressed member queries regarding the company's operational structure. He highlighted that existing arrangements relating to certain brands and business support are currently valid until March 2028. The company is actively evaluating options for the period after this date, including renewal, continuation, or acquisition of relevant brand rights. Additionally, Liberty Shoes plans to further develop its own brands to reduce dependency on any single arrangement. Management stated that the company possesses adequate manufacturing capabilities, retail networks, and outsourcing partners to ensure business continuity.

Meeting proceedings and attendance

The meeting commenced at 11:00 am and concluded at 11:53 am. Sixty-five members attended in person, while no authorized representatives were present. Proxy facilities were dispensed with as the meeting was held through video conferencing.

Twenty-eight members registered to speak or ask questions. Nine members spoke directly during the session, while others submitted queries via the chat box. The Chairman responded to spoken queries immediately, while written responses to chat-based questions will be provided subsequently.

Governance and compliance

The meeting was conducted in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. E-voting results, supervised by scrutinizer Jyoti Sharma of JVS & Associates, have been submitted and made available on the company website.