Satchmo Holdings Limited has successfully completed the divestment of its wholly owned subsidiary Marathalli Ventures Private Limited (MVPL) for ₹25.00 lakh, marking the end of its control over the subsidiary company. The transaction was completed on January 09, 2026, following the execution of a Share Purchase Agreement on December 24, 2025.

Transaction Details and Consideration

The divestment involved the sale of 90% shares held by Satchmo Holdings Limited in MVPL to two buyers - Aviral Commercial Services LLP and Vital Realcon LLP. The total consideration received amounts to ₹25.00 lakh (Rupees Twenty Five Lakhs).

Financial Performance of Divested Subsidiary

Marathalli Ventures Private Limited contributed significantly to the parent company's operations during the last financial year, though it carried substantial negative networth.

Regulatory Compliance and Approvals

The divestment process was initiated following shareholder approval obtained on February 23, 2022, for the de-subsidization of MVPL. The approval was granted with a condition precedent requiring completion of final one-time settlement with existing lenders or receipt of lender's No Objection Certificate (NOC).

Satchmo Holdings Limited successfully completed the one-time settlement (OTS) with its current lender and received no-dues certificates from existing lenders, as intimated on December 30, 2025. This completion satisfied the condition precedent and enabled the company to proceed with identifying new investors for MVPL.

Post-Transaction Arrangements

Following the completion of the share transfer, MVPL has ceased to be a subsidiary of Satchmo Holdings Limited with immediate effect. The Board Meeting of MVPL approved the transfer of 90% shares held by the holding company, formally ending the parent-subsidiary relationship.

During the transition period, Satchmo Holdings Limited will provide handholding support and bear sole responsibility for satisfying conditions precedent and subsequent, including certain pending litigations and implementation of related resolutions for the next few months.

Regulatory Disclosures

The transaction does not fall within related party transactions and is being conducted outside any scheme of arrangement. The company confirms compliance with Regulation 37A of SEBI (LODR) Regulations through the shareholder approval obtained in February 2022. The disclosure has been made in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Satchmo Holdings Limited has announced a postal ballot notice seeking shareholder approval for critical corporate governance matters through three special resolutions. The company issued the notice on January 09, 2026, with the cut-off date set as Friday, January 02, 2026.

Key Resolutions for Shareholder Approval

The postal ballot encompasses three significant resolutions that require shareholder consent through special voting procedures.

Managing Director Re-appointment

The first resolution seeks approval for Mr. Nitesh Shetty's (DIN: 00304555) re-appointment as Chairman and Managing Director for an additional one-year term from December 15, 2025, to December 14, 2026. The proposed remuneration package includes:

Mr. Shetty currently holds 6,52,73,350 equity shares, representing 44.76% of the company's total equity share capital. The company noted that due to inadequate profits, the remuneration requires special resolution approval under Schedule V of the Companies Act, 2013.

Independent Director Re-appointment

The second resolution proposes Ms. Gayathri Muttur Nagaraj's (DIN: 06742638) re-appointment as Independent Women Director for a second consecutive five-year term from January 08, 2026, to January 07, 2031. Ms. Gayathri, a qualified Company Secretary with over 15 years of experience in business development and compliance, previously served her first term from January 08, 2021, to January 07, 2026.

Material Related Party Transactions

The third resolution seeks approval for existing and proposed material related party transactions worth up to ₹100 crores in aggregate. These transactions involve multiple group entities including:

• Satchmo Foods Private Limited (Wholly Owned Subsidiary)
• Satchmo Services Private Limited (under incorporation)
• Nitesh Infrastructure & Constructions
• Various other related entities

The transactions encompass sale of goods, rendering of services, and providing advances, all conducted at arm's length basis in the ordinary course of business.

Voting Process and Timeline

The company has engaged KFin Technologies Limited to facilitate the e-voting process. Key dates for the postal ballot include:

Mr. Sudhindra K. S, Practicing Company Secretary (FCS No: 7909, CP No. 8190), has been appointed as the Scrutinizer to conduct the postal ballot process in a fair and transparent manner.

Company Financial Position

The company's recent financial performance shows improvement, with the latest available data indicating a shift from losses to profits. The company has been transitioning from residential real estate to commercial real estate, facility management, warehousing, and food & catering businesses. Management expects the net worth to turn positive following the settlement of outstanding debts with lenders.

Shareholders can access the complete postal ballot notice and related documents on the company's website at www.satchmoholdings.in and participate in the voting process through the designated e-voting platforms.

Source: Exclusive