K S Oils Limited, now owned by Soy-Sar Edible Private Limited, has informed the stock exchange that it has set 15 July 2025 as the record date for implementing its approved scheme of capital reduction.

This move follows the approval of the Hon’ble National Company Law Tribunal (NCLT), Indore Bench, on 3 February 2025, and the subsequent Board resolution on 30 May 2025. The company is executing this plan in compliance with Regulation 42 and Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Background and Regulatory Approval

The NCLT order dated 3 February 2025 approved the reduction, cancellation, and extinguishment of the company’s existing equity share capital.

The Board of Directors of K S Oils, in their meeting on 30 May 2025, formally resolved to implement the reduction as per Clause 5 and Clause 9 of the NCLT order.

As the capital reduction is being carried out under the Insolvency and Bankruptcy Code (IBC) process, no separate approval under the Companies Act, 2013 or SEBI LODR Regulations is required, in line with MCA Circular IBC/01/2017 dated 25 October 2017.

Details of Promoter Share Cancellation

The reduction plan includes the entire shareholding of the Promoter and Promoter Group, labelled as the Erstwhile Promoters.

• The Equity Share Capital of INR 3,46,02,105, representing 7.54% of the paid-up share capital, comprising 3,46,02,105 fully paid-up equity shares of INR 1 each, will be cancelled and extinguished without any payment.

This measure ensures a complete write-down of the promoter group's stake in the company as part of the corporate resolution and restructuring process approved by the NCLT.

Treatment of Public Shareholders

For public shareholders, the restructuring introduces a reverse share split to reduce the number of shares:

• Public shareholders will retain 1 equity share for every 50 existing equity shares they currently hold.

• Fractional entitlements arising from this consolidation will be ignored and not allocated.

• All remaining equity shares exceeding the continuing entitlement will be cancelled and extinguished without any payment.

This consolidation effectively reduces the number of shares in circulation and aligns the share capital structure with the post-resolution ownership plan. The proportionate holding of public shareholders after cancellation is expected to be around 5% of the restructured shareholding pattern.

Impact on Shareholders and Trading

For shareholders, this reduction means:

• Promoters lose all shareholding, with no compensation, reflecting their exit as part of the insolvency process.

• Public shareholders see their holdings consolidated on a 1 for 50 basis, resulting in significant dilution.

• The company ensures compliance with NCLT orders while managing existing obligations under SEBI LODR Regulations.

Investors should note that the record date of 15 July 2025 determines eligibility for this restructuring action. Any transactions in K S Oils shares on or after this date will reflect the new, reduced capital structure.

SEBI and Listing Requirements

The company has formally filed this disclosure to BSE Ltd. (Scrip Code: 526209) under:

• Regulation 42 (Record Date)

• Regulation 30 (Material Events)

of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

K S Oils has emphasised that, per MCA’s IBC Circular of October 2017, the capital reduction does not need further shareholder or tribunal approval beyond the NCLT’s confirmed order.

Company Background and Ownership Change

K S Oils Limited, originally one of India’s major edible oil manufacturers, has undergone significant financial distress in recent years.

It has been acquired by Soy-Sar Edible Private Limited through an insolvency resolution process. The acquisition and restructuring are intended to:

• Clean up the balance sheet

• Reduce legacy debt and obligations

• Provide a sustainable capital structure for future operations

This capital reduction and share cancellation represent an essential step in the resolution plan designed to revive the company under new ownership.

Purpose of Capital Reduction

Capital reduction under insolvency frameworks like this typically serves to:

• Eliminate existing promoter liabilities and obligations

• Restructure shareholding to reflect new ownership and investment

• Restore the company's financial viability under new management

The complete extinguishment of promoter shareholding ensures no residual promoter control, supporting fresh investment and governance.

Implications for Investors

Investors need to be aware of the dilution impact:

• Public shareholders’ existing holdings will be reduced sharply on a 1-for-50 basis.

• Post-reduction, public shareholding will form approximately 5% of the company's revised equity structure.

• Any fractional shares resulting from consolidation will be forfeited without compensation.

While this is a severe dilution, it is a typical outcome of IBC-driven resolutions where existing equity often suffers significant write-downs.

Record Date and Next Steps

15 July 2025 is the fixed record date for implementing this share capital reduction.

• All shareholders as on this date will see the changes applied to their holdings.

• BSE and other depositories will update shareholding records accordingly.

• Investors are advised to consult brokers and financial advisers about the implications for their holdings.

Conclusion

The record date announcement by K S Oils marks a key milestone in its NCLT-approved resolution plan. The complete cancellation of promoter shares and the sharp consolidation of public shareholding are part of a strategy to deliver a cleaner balance sheet and prepare the company for a new phase of operations under the ownership of Soy-Sar Edible Private Limited.

This disclosure ensures compliance with SEBI regulations and provides transparency for investors and stakeholders about the company’s restructuring plan and capital reduction process.

The Upcoming IPOs in this week and coming weeks are Asston Pharmaceuticals, CFF Fluid Control, Smarten Power Systems, Glen Industries, Travel Food Services, Anthem Biosciences, Chemkart India.

The Current active IPO are Meta Infotech, Happy Square Outsourcing Services, Cryogenic OGS.

Start your Stock Market Journey and Apply in IPO by Opening Free Demat Account in Choice Broking FinX.

Join our Trading with CA Abhay Telegram Channel for regular Stock Market Trading and Investment Calls by CA Abhay Varn - SEBI Registered Research Analyst.