Bengal & Assam Company Ltd saw its promoter group consolidate control as YPL Enterprises Private Limited (YEPL) increased its direct equity holding to 22.57% from 17.14%. This shift occurred following the effectiveness of a Composite Scheme of Arrangement sanctioned by the National Company Law Tribunal, Chandigarh Bench.

The scheme, which became effective on October 12, 2026, facilitated the amalgamation of four entities into YEPL and the transfer of assets from Nav Bharat Vanijya Limited (NBVL). Consequently, shares previously held by these entities were vested in YEPL, raising its stake by 6,19,820 equity shares, or 5.44% of the total share capital.

Mechanism of Share Transfer

The increase in holding was not through open market purchases but resulted from a corporate restructuring exercise. The Composite Scheme involved multiple entities within the promoter group:

• Amalgamation: Accurate Finman Services Limited, Sidhivinayak Trading and Investment Limited, J.K. Credit & Finance Limited, and Pranav Investment (M.P.) Company Limited were amalgamated into YEPL.
• Asset Transfer: The paper trading business and specific investments of NBVL were transferred to YEPL.

As a result, the BSE-listed company's shares held by these five entities were transferred to YEPL. The disclosure was filed under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Shareholding Structure Before and After

The table below details the movement in equity holdings for the acquirer and the transferring entities. All figures are based on the total paid-up equity capital of ₹11,40,38,990 comprising 1,14,03,899 equity shares of ₹10 each.

What the Numbers Show

The restructuring simplifies the promoter group's ownership structure by eliminating indirect holdings. Prior to the scheme, the promoter group held 22.57% of the company across six different entities. Post-scheme, this entire block is held directly by a single entity, YEPL. While the aggregate percentage remains unchanged at 22.57%, the consolidation reduces administrative complexity and potentially enhances decision-making efficiency within the promoter group. The appointed date for the scheme was July 1, 2025, indicating a retrospective effect for accounting purposes.

Bengal & Assam Company Limited disclosed the dissolution of Vikrampati Singhania HUF and an inter-se transfer of 2,99,815 equity shares (2.63% of total capital) among its members on September 29, 2026.

The transfer was executed through an off-market trade without any consideration. Consequently, the HUF's shareholding in the company reduced to nil, leading to its cessation as a constituent of the promoter group.

Details of Share Transfer

The disclosure was made under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The entire holding of the HUF was distributed between two individuals who were members of the family arrangement.

Impact on Promoter Group Structure

Prior to this transaction, Vikrampati Singhania, acting as the Karta of the HUF, held these shares on behalf of the family entity. Following the dissolution and subsequent transfer, the specific legal entity known as Vikrampati Singhania HUF no longer holds any equity in the company.

The filing explicitly states that due to this nil holding, Vikrampati Singhania HUF ceases to be a constituent of the promoter group of Bengal & Assam Company Limited. However, both Vikrampati Singhania and Avani Singhania remain part of the promoter group in their individual capacities.

Post-Transfer Holdings

The individual holdings of the acquirers increased following the receipt of shares from the dissolved HUF. Vikrampati Singhania’s personal holding rose from 63,602 shares to 3,48,417 shares, while Avani Singhania acquired 15,000 shares from a previous nil position.

What the Numbers Show

The transaction represents a restructuring of ownership within the promoter family rather than a change in ultimate beneficial ownership or control. By moving shares from a collective Hindu Undivided Family (HUF) structure to individual names, the company simplifies its promoter group composition. The total number of shares held by the two individuals combined post-transfer is 3,63,417, which is exactly equal to the sum of their pre-transfer holdings plus the shares received from the HUF, confirming no net change in the aggregate promoter holding percentage.