Satchmo Holdings Limited announced significant board developments following a meeting held on December 12, 2025. The Board of Directors, acting upon recommendations from the Nomination and Remuneration Committee, approved the re-appointment of two key directors in leadership and independent oversight roles.

Leadership Continuity with Chairman Re-appointment

The board confirmed the re-appointment of Mr. Nitesh Shetty (DIN: 00304555) as Chairman and Managing Director for a one-year term. His re-appointment is effective from December 15, 2025, and he will continue to hold office until December 14, 2026, subject to shareholder approval.

Mr. Shetty, a Promoter Director of the company, brings extensive business experience across diverse sectors. He began his career at age 19 with a billboard business and has since expanded his interests to include infrastructure, hotels, shopping malls, and diversified investments. As the founder, he sets the strategic vision for the company's growth. Additionally, he serves as Managing Director of Nitesh Residency Hotels Private Limited.

Independent Director Second Term Appointment

The board also approved the re-appointment of Ms. Gayathri Muttur Nagaraj (DIN: 06742638) as Non-Executive Independent Women Director for a second consecutive five-year term. She will continue to hold office until January 07, 2031, and is not liable to retire by rotation.

Ms. Nagaraj brings significant professional expertise to the board as a qualified member of the Institute of Company Secretaries of India (ICSI) with over 15 years of experience in business development, technology collaboration, and product promotions. Her career includes leadership positions at prominent organizations such as ICICI Prudential Life Insurance, MetLife Insurance, Samasta Microfinance, and Snowman Logistics Limited.

Professional Qualifications and Recognition

Ms. Nagaraj's academic achievements include receiving the Dr D Veerendra Hegde Pattabhisheka award for academic excellence and securing second rank in her MBA program. She has successfully qualified the Online Proficiency Test for Independent Directors conducted by the Indian Institute of Corporate Affairs (IICA) under the Ministry of Corporate Affairs (MCA), demonstrating her commitment to governance standards.

Regulatory Compliance and Governance

Both directors meet all regulatory requirements and are not debarred from holding director positions by SEBI or any other regulatory authority. The appointments comply with SEBI LODR Regulations and relevant circulars, ensuring adherence to corporate governance standards. Neither director has inter-se relationships with other board members, maintaining independence in board composition.

The re-appointments are subject to shareholder approval and reflect the company's focus on maintaining experienced leadership while ensuring diverse and independent board oversight. These appointments will strengthen the company's governance framework and strategic direction as it continues its business operations across multiple sectors.

The National Company Law Tribunal (NCLT), Bengaluru Bench, has dismissed insolvency proceedings against Satchmo Holdings Limited , marking a significant development in the company's ongoing financial restructuring efforts.

Key Developments

• Insolvency Proceedings Dismissed: The NCLT Bengaluru Bench has dismissed the insolvency proceedings initiated by JCF Asset Reconstruction Company (ARC) against Satchmo Holdings under Section 7 of the Insolvency and Bankruptcy Code, 2016.

• One-Time Settlement (OTS) Payment: Satchmo Holdings had previously paid Rs. 70.00 crores as part of a One-Time Settlement agreement with JCF ARC.

• Dispute Over OTS Agreement: The company is currently disputing the ARC's subsequent revocation of the OTS agreement and is pursuing legal recourse.

Timeline of Events

Implications and Next Steps

The dismissal of insolvency proceedings by the NCLT is a positive development for Satchmo Holdings, potentially providing the company with breathing room to address its financial challenges outside of the formal insolvency process. However, the ongoing dispute regarding the revocation of the OTS agreement suggests that the company's financial restructuring efforts may face further challenges.

Satchmo Holdings has stated that it is taking appropriate legal measures to contest the revocation of the OTS agreement. The company has also committed to keeping stakeholders informed of any material developments in compliance with SEBI's Listing Obligations and Disclosure Requirements Regulations, 2015.

As the situation continues to evolve, investors and stakeholders will likely be watching closely for further updates on the company's financial position and the resolution of its ongoing disputes with JCF ARC.