Phoenix Asset Management Private Limited has acquired a 3.64% stake in Ventura Guaranty Limited through shares allotted pursuant to a National Company Law Tribunal (NCLT) approved merger scheme. The acquisition was disclosed under Regulation 29(2) of SEBI Takeover Regulations on March 4, 2026.

Acquisition Details

The share allotment resulted from the NCLT-sanctioned merger scheme between Kashmir Investment and Leasing Private Limited (transferor company) and Ventura Guaranty Limited (transferee company). The NCLT order was dated November 17, 2025, with share allotment occurring on January 5, 2026, and shares credited on March 3, 2026.

Shareholding Pattern Changes

Prior to this acquisition, Phoenix Asset Management held 1,75,500 equity shares representing 5.49% of Ventura Guaranty's share capital. The merger-related allotment has increased their total holding significantly.

Share Capital Structure

The merger has also impacted Ventura Guaranty's overall share capital structure. The company's equity share capital increased from the pre-merger level to accommodate the merger scheme requirements.

Merger Scheme Details

The share allotment followed a specific ratio as approved by the NCLT. Under the merger scheme, shareholders of Kashmir Investment and Leasing Private Limited received 84 fully paid-up equity shares of Rs. 10 each in Ventura Guaranty Limited for every 100 shares held in the transferor company.

Phoenix Asset Management has confirmed it does not belong to the promoter or promoter group of Ventura Guaranty Limited. The company's shares are listed on BSE Limited under scrip code 512060. The disclosure was made in compliance with SEBI substantial acquisition regulations, ensuring transparency in the shareholding change resulting from the corporate restructuring.

The National Company Law Tribunal (NCLT) Mumbai Bench approved merger between Kashmira Investment and Leasing Private Limited and Ventura Guaranty Limited has reached completion with the allotment of equity shares to eligible shareholders.

Share Allotment Implementation

The Board of Directors of Ventura Guaranty Limited, at its meeting held on January 5, 2026, approved the allotment of 6,58,745 equity shares of face value ₹10.00 each to shareholders of Kashmira Investment and Leasing Private Limited. The allotment follows the merger scheme ratio of 84 fully paid-up equity shares of the transferee company for every 100 fully paid-up equity shares held in the transferor company.

Updated Capital Structure

Following the share allotment, Ventura Guaranty Limited's paid-up equity share capital has increased significantly. The newly allotted shares rank pari-passu with existing equity shares and are proposed for listing and trading on BSE Limited.

Allottee Distribution

The share allotment has been distributed among five beneficiaries, with the majority allocation going to individual shareholders and one institutional investor.

Merger Timeline Completion

The share allotment represents the final implementation phase of the NCLT-approved merger scheme that began with regulatory approval on November 17, 2025. The merger became effective on December 10, 2025, with the record date fixed as December 20, 2025, for determining eligible shareholders.

Regulatory Compliance

Ventura Guaranty Limited has maintained full compliance with SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, under Regulation 30. The company has filed all necessary documentation and maintained transparent communication with stakeholders throughout the merger process. The disclosure has been uploaded on the company's website at www.venturaguaranty.com for public access.

The successful completion of this merger by absorption strengthens Ventura Guaranty Limited's market position while ensuring all regulatory requirements are met and shareholder interests are protected through the structured allotment process.