Majestic Auto Ltd

Nature of restructuring

• Sale of all SHPL securities held by Majestic Auto to Purchasers under the Resolution Plan.
• SHPL ceased to be a wholly owned subsidiary post-completion.

Entities involved

• Majestic Auto Limited (SRA) transferred SHPL securities.
• Purchasers are NovumLake Property Fund and 360 ONE Real Assets Advantage Fund.
• SRA is the Successful Resolution Applicant under SHPL's resolution plan.

Key transaction details

• Total sale consideration Rs 105,42,80,536 for SHPL securities.
• Breakdown: NCD 71,14,80,536; Equity 5,00,00,000; BRP 9,45,26,000.
• Inter-Corporate Deposit of Rs 29,28,00,000 repaid by SHPL.
• Completion dated September 29, 2026; sale completed.
• SHPL ceased to be a wholly owned subsidiary post-completion.
• Pre-tax gain to Majestic Auto about ₹2.93 crore.

Financial impact

• SHPL’s last financial year: turnover 64.54 Lakhs; income 738.62 Lakhs; net worth (3383.38) Lakhs.
• SHPL contributed 1.01% turnover and 9.59% income to Majestic; net worth −5.42%.
• Consolidated impact includes dissolution of SHPL as a subsidiary and gain recognition.

Rationale & strategic objectives

• Implement resolution plan to maximise value from SHPL assets.
• Exit non-core asset; simplify balance sheet.

Related party / shareholder impact

• Not a related party transaction; purchasers not promoter group.
• SHPL ceases to be a subsidiary; ownership transferred to Purchasers.

Approvals & timeline

• Completion date: 29 September 2026; agreement date: 15 July 2026.
• Subject to acquisition under the resolution plan effective 24 August.
• Regulatory approvals under SEBI Listing Regulations and applicable laws.

Majestic Auto Ltd: Trading Window closed from Oct 01, 2026 until 48 hours after the declaration of unaudited financial results for the quarter and half year ending September 30, 2026

CFO appointment

• Appointment of Puneet Verma as Chief Financial Officer (Whole-time KMP) effective Sept 22, 2026.
• Profile: 10+ years in finance; LL.B., M.Com, B.Com; expertise in taxation, compliance, accounting.
• Reason: Board recommendation based on Nomination & Remuneration and Audit Committees' guidance.
• Term: Not specified in the filing.
• Relationships: No relationships disclosed between Verma and other directors.
• Impact: CFO appointment designated as Whole-time KMP; no other board changes noted.

Parties to the arrangement

• Majestic Auto Limited is the issuer of securities under the SHPL plan.
• NovumLake Property Fund is a Purchaser.
• 360 ONE Real Assets Advantage Fund is a Purchaser.
• Related transaction counterparties under escrow and funding arrangements.

Purpose

• Framework for transfer of SHPL-issued securities and related escrow/funding arrangements.
• Subject to conditions under the approved resolution plan.

Key terms

• Issuance of 50 lakh Bonus Redeemable Preference Shares by SHPL.
• Bonus RPS credit to Majestic Auto's demat pending depository actions.
• Transfer of Bonus RPS, Equity Shares and NCDs to Purchasers.
• SHPL member approval obtained at the Extraordinary General Meeting.
• Total sale consideration referenced in August 24, 2026 disclosure.
• No director appointments or pre-emptive rights.

Related party status

• Parties are not related to Majestic Auto's promoter group or group companies.
• Not a related party transaction; no arm's length determination stated.

Impact

• Material transfer of securities to Purchasers may affect Majestic Auto's asset base.
• May affect Majestic Auto's control posture.
• Completion contingent on corporate actions and regulatory approvals.

Other disclosures

• SHPL approvals obtained; depository actions pending for RPS credit.
• Regulatory disclosures to be made under Regulation 30.
• Any amendments to be disclosed under Regulation 30.

Termination / amendment

• Any amendment or termination to be disclosed per SEBI Listing Regulations.

Parties involved

• Majestic Auto Limited, Successful Resolution Applicant for SHPL
• Sharan Hospitality Private Limited (SHPL)
• NovumLake Property Fund
• 360 ONE Real Assets Advantage Fund
• Purchasers under Securities Purchase Agreements

Purpose

• Implement SHPL Resolution Plan per Supreme Court order
• Framework for transfer of SHPL securities and related funding

Key terms

• Total infusion ₹1,05,42,80,536; phase allocations defined
• ₹76,14,80,536 toward SHPL securities; ₹29,28,00,000 as ICD
• Earlier phase infusion ₹40,00,00,000; 5 lakh equity shares and 35 crore NCDs
• Current phase: 35,79,00,000 NCDs issued to Majestic
• Aggregate infusion to date ₹75,79,00,000
• Future: subscribe to 35,80,536 NCDs; 50,00,000 Redeemable Preference Shares
• Extend ICD ₹29,28,00,000; complete remaining infusion
• Upon completion, transfer securities to Purchasers per Purchase Agreements

Related party status

• Not related to Majestic's promoter group
• Transaction not a related party transaction

Impact

• Material infusion into SHPL; potential balance sheet implications
• Proposed transfer of securities to Purchasers on completion; no immediate control shift

Other disclosures

• Disclosure under SEBI Listing Regulations via Annexure A
• Regulatory approvals/consents required as applicable
• Amendment/termination to be disclosed per Regulation 30

Termination / amendment

• Any amendment or termination to be disclosed under Regulation 30

Target at a glance

• Target: Sharan Hospitality Private Limited (SHPL), hospitality sector; maintenance and leasing of immovable property in India.
• Incorporated 24-Jul-2002; turnover ₹64.54 lakh (2024-25); net worth ₹(3,383.38) lakh.

Deal structure

• Acquirer Majestic Auto Limited acquires 5,00,000 SHPL equity shares (100% paid-up).
• Form of consideration comprises equity, NCDs, RPS, and ICD; total sale ₹105,42,80,536.
• Aggregate cost of acquisition: ₹376,14,80,536.
• Equity issued: 5,00,000 shares at ₹100 each.
• NCDs issued: 71,14,80,536 with face value ₹1 each.
• RPS issued: 50,00,000 Redeemable Preference Shares.
• ICD infused: ₹29,28,00,000; recoverable later; not part of sale consideration.
• SHPL becomes wholly owned subsidiary of Majestic Auto; to be credited to demat after actions.
• Post-completion, SHPL securities to be transferred to Purchasers.

Timeline and approvals

• Agreement date: 15 July 2026; completion targeted 31 October 2026.
• First-phase allotment approved 24 August 2026; funds infused by Majestic Auto.
• Regulatory approvals: Supreme Court order dated 17 July 2026 enabling resolution plan.
• Completion subject to credit of securities to demat accounts and depository actions.

Strategic rationale and background

• Rationale: implementation of SHPL Resolution Plan; transfer to Purchasers as per agreements.
• Expected pre-tax gain: approx ₹329.28 crore on completion.
• Purchasers: 360 One Real Assets Advantage Fund and NovumLake Property Fund.
• Target background: SHPL engaged in maintenance and leasing of immovable property; India-based.
• Promoter/group relation: not related party; no promoter interest.
• Sector/country: Hospitality; India.

AGM Details

• Date and time: 17 Aug 2026, 11:00 IST.
• Mode: Video Conferencing.
• Record date: 10 Aug 2026.
• Total shareholders on record: 10,262.
• Shareholders attended via VC: Promoter group 2; Public 115.

Resolutions Put to Vote

• Resolution 1: Adoption of audited financial statements for year ended 31 Mar 2026 (Ordinary).
• Resolution 2: Dividend – interim and final dividend for 2025-26 (Ordinary).
• Resolution 3: Re-appointment by rotation of a director (Ordinary).

Voting Results

• Resolution 1: Passed; 8,151,861 polled, 7,798,108 in favour, 0 against.
• Resolution 2: Passed; 8,151,861 polled, 7,798,108 in favour, 0 against.
• Resolution 3: Passed; 8,151,861 polled, 7,798,108 in favour, 0 against.

AGM details

• AGM held via video conferencing on 17-08-2026 at 11:00 AM.
• Record date 10-08-2026; total on-record shareholders 10,262.
• Meeting duration 11:00 AM to 12:01 PM.
• Attendance: 2 promoter-group and 115 public attendees via VC.

Resolutions and outcomes

• Ordinary: Adopt audited financial statements for year ended 31-03-2026.
• Outcome: Passed with 100% in favour of votes polled.
• Ordinary: Declare final dividend for year ended 31-03-2026.
• Outcome: Passed; final dividend declared.
• Ordinary: Re-appoint Ayush Munjal as director by rotation.
• Outcome: Passed.

AGM details

• AGM conducted on 17 Aug 2026 at 11:00 IST via VC/OAVM.
• Deemed venue: 3rd Floor, 2A, Mahindra Tower, New Delhi.
• Record date: 10 Aug 2026; shareholders on record: 10,262.

Resolutions

• Adoption of standalone and consolidated financial statements approved.
• Interim dividend paid; final dividend for FY 2025-26 approved.
• Re-appointment of Aayush Munjal as director liable to retire by rotation approved.

Voting results

• All resolutions approved; no dissent reported.

Directors

• Aayush Munjal re-appointed as director liable to retire by rotation.

Auditors

• Statutory auditors attended; no changes announced.

Dividend details

• Final dividend for FY 2025-26 approved; interim dividend already paid.

Other approvals

• Scrutinizer appointed to conduct voting.