ATN International Limited's Board of Directors has approved a comprehensive Scheme of Arrangement for the reduction of share capital, marking a significant step toward improving the company's financial structure. The board meeting, held on January 27, 2026, from 6:00 p.m. to 9:00 p.m., resulted in the approval of the scheme under Section 66 and other applicable provisions of the Companies Act, 2013.

Scheme Details and Structure

The approved scheme involves a substantial reduction in the number of equity shares while maintaining the existing face value. The restructuring will transform the company's capital structure significantly:

The reduction in paid-up share capital will be utilized to offset accumulated losses, thereby improving the company's balance sheet representation and reflecting its real financial position.

Strategic Rationale for Restructuring

The company has outlined several key reasons for implementing this capital reduction scheme:

• Balance Sheet Optimization: The reduction will provide a true and fair representation of the company's financial position by aligning share capital with available assets
• Loss Offset Mechanism: The scheme involves no cash outflow, with the capital reduction being used specifically to eliminate accumulated losses
• Simplified Capital Structure: The restructuring will create a more efficient and manageable shareholding base essential for sustainable future growth
• Enhanced Financial Health: By eliminating accumulated losses, the company aims to position itself for potential future rewards such as dividends or capital appreciation

Regulatory Compliance and Approvals

The board's approval is subject to several mandatory approvals that must be obtained before implementation:

The company has confirmed that the scheme does not involve any conveyance or transfer of property and will not adversely affect the company's ordinary course of business, shareholders, or creditors.

Impact on Stakeholders

The scheme is designed to maintain fairness across all stakeholder categories. No consideration will be given to shareholders, whether promoters or public investors, ensuring no alteration in the rights of either group. The company has explicitly stated that no specific benefit will be derived by promoters or the promoter group from this restructuring.

Importantly, the shareholding pattern will remain unchanged following the implementation of the scheme, maintaining the existing ownership structure while improving the underlying financial metrics.

Implementation Timeline

The scheme approval process will proceed through the required regulatory channels, with the company committed to obtaining all necessary approvals before implementation. The restructuring represents a strategic initiative to strengthen the company's financial foundation and create a platform for future growth opportunities.

Amit International Limited has announced the resignation of two directors from its Board of Directors, effective December 19, 2025. The company has informed BSE Limited about this corporate governance development under SEBI Regulation 30 compliance requirements.

Director Resignations

The Board of Directors received resignations from two key personnel:

SEBI Compliance Disclosures

The company has submitted comprehensive disclosures as required under SEBI Circular CIR/CFD/CMD/4/2015 dated September 9, 2015. Both directors have provided detailed resignation letters explaining their reasons for stepping down from their positions.

Key compliance aspects covered include:

• Detailed resignation letters with reasons for departure
• Confirmation of cessation dates
• Disclosure of other directorships and committee memberships
• Additional confirmations regarding material reasons for resignation

Director Independence Status

Both resigning directors have confirmed they do not hold directorships in any other listed companies and are not members of any board committees in other organizations. This information has been documented in their respective resignation letters as part of the mandatory disclosure requirements.

Corporate Governance Impact

The resignations represent changes in the company's board composition, with Managing Director Kirti Jethalal Doshi (DIN: 01964171) signing the regulatory filings on behalf of the Board of Directors. The company has ensured full compliance with SEBI listing obligations and disclosure requirements throughout this transition process.

Amit International Limited, incorporated in 1994 and operating in the textiles sector, continues its business operations while managing this board restructuring in accordance with regulatory guidelines.