HLE Glascoat Limited has successfully completed the distribution of proceeds from fractional shares arising from its amalgamation with Kinam Enterprise Private Limited. The company's Audit Committee and Independent Directors have certified full compliance with SEBI regulations regarding the handling and distribution of fractional share proceeds to eligible shareholders.

Amalgamation Background

The scheme of amalgamation between Kinam Enterprise Private Limited (Transferor Company) and HLE Glascoat Limited (Transferee Company) received approval and sanction from the Hon'ble National Company Law Tribunal, Ahmedabad Bench on August 14, 2025. The scheme became effective from the appointed date of August 7, 2023, following completion of specified conditions.

Under the amalgamation terms, eligible equity shareholders of the Transferor Company received equity shares in the share exchange ratio of 100 fully paid-up equity shares of ₹2 each of HLE Glascoat Limited for every 559 fully paid equity shares of ₹10 each of Kinam Enterprise Private Limited.

Share Allotment Details

The company allotted 11,89,259 fully paid-up equity shares of ₹2 each to eligible shareholders of the Transferor Company, which included 2 fractional shares. Mr. Achal Thakkar, Company Secretary, was appointed as trustee to hold the fractional shares in trust on behalf of eligible equity shareholders.

Fractional Share Sale and Distribution

In compliance with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, the fractional shares were sold in the open market within the prescribed 90-day period. The sale was executed on February 25, 2026, and proceeds were distributed on March 2, 2026.

Regulatory Compliance Certification

Both the Audit Committee and Independent Directors have provided separate certification reports confirming that the company has properly compensated eligible equity shareholders by distributing sale proceeds of fractional entitlements in accordance with the scheme provisions and SEBI Master Circular requirements.

The Audit Committee, chaired by Yatish Parekh and comprising members Sandeep Randery, Jayesh Shah, and Aalap Patel, certified the distribution process. Similarly, the Independent Directors including Yatish Parekh, Sandeep Randery, Jayesh Shah, and Vijayanti Punjabi provided their certification on March 3, 2026.

The newly allotted equity shares rank pari-passu in all respects with existing fully paid-up equity shares of HLE Glascoat Limited, ensuring equal rights and privileges for all shareholders post-amalgamation.

HLE Glascoat Limited has successfully completed the incorporation of its wholly owned subsidiary in Luxembourg, marking a significant milestone in the company's international expansion strategy. The subsidiary, named HLE International S.à.r.l., was officially incorporated on March 3, 2026, following the completion of regulatory requirements and capital investment.

Investment Details and Timeline

The company executed a structured approach to establish its Luxembourg subsidiary, with key milestones achieved in a phased manner:

The investment of EUR 12,000 represents the initial share capital contribution towards the newly formed subsidiary. This capital infusion was completed prior to the formal incorporation, ensuring compliance with Luxembourg's corporate establishment requirements.

Regulatory Compliance and Disclosure

HLE Glascoat Limited has maintained transparency throughout the subsidiary formation process by adhering to SEBI regulations. The company provided the update pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This disclosure serves as an update to the company's earlier intimation dated February 10, 2026, which initially announced the proposed incorporation of the wholly owned subsidiary.

The company confirmed that all requisite details as required under the SEBI LODR Regulations and relevant SEBI circulars were previously provided in the February 10, 2026 communication, with no changes except for the completion of incorporation and capital remittance.

Strategic Significance

The establishment of HLE International S.à.r.l. in Luxembourg positions the company to leverage the strategic advantages of a European base. Luxembourg's business-friendly regulatory environment and its position as a gateway to European markets make it an attractive jurisdiction for Indian companies seeking international expansion. The wholly owned subsidiary structure provides HLE Glascoat with complete operational control while enabling potential future business development activities in the European region.