BALKRISHNANSEBalkrishna Paper Mills LimitedHighNeutral
Announced Tue, 23 Dec · 18:13 IST

Balkrishna Paper Mills Limited has informed the Exchange regarding Board meeting held on December 23, 2025.:Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, we wish to inform you that a meeting of the Board of Directors of the Company held on Tuesday, 23rd December 2025 commenced at 2:00 P.M. and concluded at 6:00 P.M. at the registered office of the Company situated at A/7, Trade World, Kamala City, Senapati Bapat Marg, Lower Parel, Mumbai, India 400013. The Board based on the recommendations of the Audit Committee and the Independent Directors of the Company, considered and approved the Scheme of Reduction of Share Capital between the Company and its Shareholders ( Scheme ) under Section 66 read with Section 52 and other applicable provisions of the Companies Act, 2013 ( Act ) read with National Company Law Tribunal (Procedure for Reduction of Share Capital of Company) Rules, 2016 ( Rules ).At this meeting, the Board, inter alia, considered and approved / took on record, the following:a. The Scheme of Reduction of Share Capital between the Company and its Shareholders; b. Report from the Audit Committee of the Company recommending the Scheme;c. Report from the Committee of Independent Directors of the Company;d. Valuation Report dated 23rd December 2025 received from the Registered Valuer, M/s SSPA & Co., having registration No. IBBI/RV-E/06/2020/126;e. Fairness opinion report dated 23rd December, 2025 obtained from SEBI Registered Merchant Banker, M/s. Rarever Financial Advisors Private Limited, SEBI Reg. No: INM000013217, a SEBI Registered Merchant Banker;f. Certificate from the Statutory Auditor of the Company, D S M R & Co, Chartered Accountants, certifying that the accounting treatment is in compliance with the applicable accounting standards specified under Section 133 of the Companies Act, 2013 and other generally accepted accounting principles in India.g. Material Related Party Transaction pursuant to Scheme of capital reduction wherein the entire issued, subscribed and paid-up preference share capital held by preference shareholders being related parties shall be reduced against which consideration payable as and when adequate funds become available with the Company until such time it shall be treated as an unsecured non-interest-bearing loan payable in the books of account of the Company, subject to approval of Shareholders;h. Draft Postal Ballot Notice along with the Explanatory Statement for seeking approval of the Members by way of postal ballot through remote e-voting.The Board further noted that the Scheme is beneficial to the interests of the stakeholders and is subject to the necessary statutory and regulatory approvals of (i) the shareholders and other parties to the Scheme, as may be directed by the National Company Law Tribunal, Mumbai Bench; (ii) BSE Limited; (iii) National Stock Exchange of India Limited; (iv) Securities and Exchange Board of India; (v) National Company Law Tribunal, Mumbai Bench and (vi) any other regulatory approvals, permissions, consents, sanctions, exemption as may be required under applicable laws, regulations, guidelines in relation to the Scheme.The proposed Scheme has also been reviewed, approved and recommended by the Audit Committee and reviewed by the Independent Directors at their meetings held on 23rd December, 2025.The disclosure with respect to the Scheme in accordance with Regulation 30 of SEBI Listing Regulations read with relevant SEBI circulars, is annexed herewith as Annexure A.We request you to take the same on record. Further, the same shall be treated as compliance under the applicable provisions of the SEBI Listing Regulations and SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023.

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AI summary

The Board of Balkrishna Paper Mills, at its meeting on December 23, 2025, approved a Scheme of Reduction of Share Capital under Section 66 of the Companies Act, 2013. The scheme involves cancelling the entire issued, subscribed and paid-up preference share capital held by preference shareholders, who are related parties. The consideration payable to these preference shareholders will be treated as an unsecured, non-interest-bearing loan until the company has adequate funds. The Board also approved a valuation report, a fairness opinion from a SEBI-registered merchant banker, the Audit Committee's recommendation, the Independent Directors' report, and a statutory auditor's certificate confirming compliance with accounting standards. A postal ballot notice will be sent to shareholders seeking their approval via remote e-voting.

Likely market impact

This is essentially a write-off of related-party preference share capital, which reduces the company's equity base but also removes a liability in the form of dividend obligations. Existing equity shareholders are not directly impacted monetarily, but the move cleans up the balance sheet and is subject to NCLT, BSE, NSE, and SEBI approvals before taking effect.