KSS Ltd

Meeting Details

• Meeting scheduled for Friday, 14 August 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve unaudited quarterly results for quarter ended June 30, 2026.

Other Notes

• Resolution Plan approved by NCLT; Monitoring Committee to oversee affairs.

Tribunal Approval Overview

• Resolution plan approved by the tribunal and binding on the corporate debtor and all stakeholders.

Key Features of the Approved Resolution Plan

• New promoter: Micro Capitals Private Limited, NBFC; will appoint new board and key executives.
• Existing board to be replaced; new board, CEO, CFO, Company Secretary appointed by the Resolution Applicant.
• Shareholding post-implementation: Resolution Applicant ~95%; public ~5%; promoter holdings cancelled.
• Delisting not contemplated; equity to remain listed; trading suspension to be revoked.
• Settlement outlay: Rs 3.01 crore; upfront to financial creditors Rs 2.65 crore.
• Fresh equity infusion: Rs 3.00 crore; working capital up to Rs 5.00 crore within 6 months.
• Additional working capital: up to Rs 5.00 crore within 12 months if needed.
• Funding entirely through equity by the applicant and SPV; no additional liability on investor.
• Financial creditors admitted debt Rs 95.59 crore; Rs 2.65 crore payable upfront; dissenting creditors paid first.
• Operational creditors: ex-gratia Rs 1.00 lakh; workmen/employee dues NIL.
• Monitoring Committee to supervise implementation; RP monthly fee Rs 1.0 lakh borne by Resolution Applicant.
• Assets vest in restructured company; encumbrances released after receipt of full payment.
• MOA/AoA amended; share capital reorganised as per Resolution Plan.
• Public shareholders expected to hold ~5% post-CIRP; steps to meet MPS to be disclosed quarterly.

Financial Impact and Valuation

• Pre-CIRP net worth Rs 64.08 crore.
• Post-implementation net worth not disclosed.
• Revenue projected from Rs 18.00 crore Year 1 to Rs 28.75 crore Year 5.
• PBT projected from Rs 3.50 crore Year 1 to Rs 7.39 crore Year 5.
• Upfront to financial creditors Rs 2.65 crore; remaining pre-CIRP claims extinguished.

Implementation and Monitoring

• Consequential order effectuates the plan; Monitoring Committee to file quarterly updates.
• New board and key roles to be constituted by the Resolution Applicant; names disclosed on appointment.

Other Material Information

• MoA/AoA amendments and RoC filings required; tax exemptions not granted.
• Moratorium under Section 14 ceased from 5 August 2026.
• Ghanshyam Mishra clarifications: non-plan claims extinguished.
• No delisting; listing to continue; successor steps to revoke trading suspension.

KSS Limited: Trading window closed from 30 June 2026 till 48 hours after the declaration of financial results for the quarter ended June 30, 2026.

Status and outcome

• NCLAT 30 Jun 2026 approves Micro Capitals Private Limited’s resolution plan for KSS Limited (CIRP).
• Adjudicating Authority to issue consequential orders within one month of approval.
• Implementation to follow plan terms, including board reconstitution and capital-structure changes.
• CoC approved plan in Oct 2023 with 77.97% voting; Axis Bank dissented.
• Plan value is Rs 3.01 crore payable against admitted claims over Rs 106 crore.

Plan mechanics and governance

• Dissenting creditors to be paid not less than liquidation value; exact amounts to be determined per plan.
• Plan envisages Rs 5 crore working-capital infusion within 6 months and Rs 5 crore within 12 months.
• SPV funded by equity infusion totaling Rs 3 crore under clause 4.20.4(b).
• NCLAT confirms proviso to Section 30(5) allows financial-creditor RA to vote on its plan.
• Feasibility and viability evidenced; 7th CoC meeting minutes show deliberations.

Financial results

• Approved standalone and consolidated audited financial results for quarter and year ended 31 March 2026.
• Approved statement of assets and liabilities and cash flow as at 31 March 2026.
• Auditor’s report on standalone and consolidated audited results was enclosed.

Governance

• Resolution Professional Dharmendra Dhelariya approved the results on 29 May 2026.
• Company remains under CIRP; board powers vest with the Resolution Professional.