BSEBoard Meeting1d ago · 4 Sept 2026, 04:21 pm

outcome of the meeting of the Board of Directors of Ontic Finserve Limited ('Company') held on 4th September, 2026 attached herewith.

Ontic Finserve Ltd · 540386

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Ontic Finserve Ltd has announced the outcome of its Board of Directors meeting, where it approved a Scheme of Arrangement for reduction and consolidation of its share capital under Section 66 of the Companies Act, 2013. The Scheme aims to simplify the company's capital structure, improve its financial position, and position it for future growth. The company has also announced the convening of an Annual General Meeting on September 30, 2026, to approve the Scheme and other matters.

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Earnings Impact5/10
Growth Catalyst6/10
Governance Concern2/10
Regulatory Risk3/10
Balance Sheet Risk8/10
Liquidity Impact5/10
Market Sentiment5/10

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Ontic Finserve Ltd - 540386 - Board Meeting Outcome for Outcome Of The Meeting Of The Board Of Directors Of Ontic Finserve Limited ('Company').

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Date: 04.09.2026 BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001 Scrip Code: 540386 Subject: outcome of the meeting of the Board of Directors of Ontic Finserve Limited (“Company”) held on 4th September, 2026 and disclosures under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, read with sub para 1.5 of Para A.1 & of Annexure- 18 of SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155, dated November 11, 2024. Dear Sir/Madam, 1. The Board of Directors of the Company (“Board”) at their meeting held today approved the Scheme of Arrangement between the Company and its Shareholders for reduction of share Capital of the Company under Section 66 and other applicable provisions of the Companies Act, 2013 (“Act”) (“The Scheme”) which provides for reduction and consolidation of capital of the Company. The Board's approval of the Scheme as aforesaid is subject to necessary approval by the Shareholders of the Company, Ahmedabad Bench of National Company Law Tribunal (NCLT) and such other statutory and regulatory approvals as may be required. In terms of the SEBI (LODR) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155, dated November 11, 2024, we are furnishing herewith the requisite details of Reduction in Annexure- A hereto. 2. Convening of an Annual General Meeting (“AGM”) of the Company on Wednesday, September 30th, 2026 at 01:00 P.M. at the registered office of the company for the purpose of approval of Scheme of Reduction and Consolidation of Capital between Company and its Shareholders and Creditors for reduction of Share Capital of the Company under Section 66 and other applicable provisions of the Companies Act, 2013 ("Act') ("The Scheme") which provides for reduction of capital of the Company. 3. To call the Annual general meeting of the company on 30.09.2025 at 01:00 P.M. at the registered office of the company. 4. To approve the Director’s Report along with the Annual Report for the F.Y ended 31.03.2026. 5. Register of Members and share transfer books will remain closed from 23.09.2025 to 30.09.2025 for the purpose of Annual General Meeting. 6. Appointment of Mr. Jitendra Parmar (COP No.: 15863) Proprietor of M/s. Jitendra Parmar & Associates as a Scrutinizer to scrutinize the Remote E-Voting process in a fair and transparent manner. 7. The Company has provided the facility to vote by electronic means (e-voting) on resolution as set out in notice of AGM to those members, who are holding shares either in physical or in electronic form as on the cut-off date i.e. Wednesday, 23rd September, 2026. 8. The remote e-voting will commence at Sunday, 27th September, 2026 (09.00 a.m.) to Tuesday, 29th September, 2026 (5.00 p.m.). The Meeting of the Board of Directors of the Company commenced at 3:00 p.m. and concluded. at 04:00 p.m. You are requested to kindly take the above information on your record. Yours Faithfully, For Ontic Finserve Limited Bhupendra Raiyani Director DIN: 08104918 Encl: As stated above. Annexure- A Details as specified in section V-A of chapter V sub para 1.5 of Para A.1 of Annexure- 18 of SEBI Master Circular No. SEBI/HO/CFD/PoD2 /CIR/P/0155, dated November 11, 2024. Details and reasons for restructuring Details of the Scheme: The Scheme provides for reduction and consolidation of Share Capital of the Company under Section 66 read with Section 61 and other applicable provisions of the Companies Act, 2013 (“Act”). Reason for Restructuring: a) The reduction and consolidation of share capital would cause the balance sheet to bring in true and fair representation of the Company by the available assets of the Company and reflect the real financial position of the Company. b) The reduction of share capital does not involve any cash outflow as the number of equity shares are being reduced from 9,00,03,000 equity shares of face value Re.1/- each to 90,00,300 equity shares of face value Re.1/- each, which will be used to offset the accumulated losses, thereby improving the company's balance sheet. c) The reduction of share capital will improve the company’s financial position by eliminating accumulated losses, thereby positioning the company for future growth. As the company's financials improve, shareholders may benefit from the improved financial health through potential rewards such as dividends or capital appreciation. d) The scheme does not involve any conveyance or transfer of any property and consequently, the order of the Hon'ble NCLT of Ahmedabad approving the scheme. e) The proposed scheme, if approved, would not, in any manner, be prejudicial to the interest of the members or creditors of the Company. The Scheme will not affect the ability of the Company to honour its commitments or pay its debts. Accordingly, the proposed Scheme would not, in any, way adversely affect the Company in its ordinary course of business or its shareholders or creditors. f) The reduction and consolidation thereafter of share capital will enable the Company to simplify its capital structure, resulting in a more efficient and manageable shareholding base, which is essential for positioning the Company for sustainable future growth. Quantitative and/ or qualitative effect of Quantitatively: restructuring; The existing paid up equity share capital of the Company shall stand reduced from 9,00,03,000/- (Rupees Nine Crores Three Thousand Only) divided into 9,00,03,000 (Nine Crores Three Thousand) equity shares of Re. 1/- each to Rs. 90,00,300/- (Rupees Ninety Lakhs Three Hundred Only) divided into 90,00,300 (Ninety Lakhs Three Hundred) equity shares of Re. 1/- each, by cancelling and extinguishing 8,10,02,700 (Eight Crore Ten Lakh Two Thousand Seven Hundred) equity shares of Re. 1/- each, aggregating Rs. 8,10,02,700/- (Rupees Eight Crore Ten Lakh Two Thousand Seven Hundred only). Further, upon consolidation of face value from Re. 1/- per share to Rs. 10/- per share, the paid- up equity shares capital shall comprise of Rs. 90,00,300/- (Rupees Ninety Lakhs Three Hundred Only) comprising 9,00,030 (Nine Lakh Thirty) fully paid up equity shares of Rs.10/- (Rupees Ten only) each. Under the proposed scheme of capital reduction and consolidation, the face value of each share will be consolidated from Re. 1/- per share to Rs. 10/- per share and the number of shares will reduce accordingly. This reduction of paid-up share capital will be utilized to offset accumulated losses and bring the Company’s capital structure in line with its current financial position. Details of benefit, if any, to the promoter The Scheme anticipates reduction of equity share /promoter group/ group companies from such capital of the Company. Proposed restructuring; Pursuant to the Scheme, no consideration is proposed to be given to the shareholders (promoter or public) and hence, there will be no alteration in the rights of the promoter shareholders or the public shareholders. No specific benefit is derived by the promoter and promoter group of the Company pursuant to the Scheme. Brief details of change in shareholding pattern Pursuant to the Scheme, there shall be no change, (if any) of all entities in the shareholding pattern of the Company. Other Information The Company, pursuant to the provision of Regulation 37(6)(b) of SEBI LODR Regulations, 2015, is not required to obtain any observation and/or permission from BSE as well as SEBI for the proposed scheme of reduction of capital of the Company. Annexure – B Details as specified in section V-A of chapter V sub para 2.2 of Para A.2 of Annexure- 18 of SEBI MASTER Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155, dated November 11, 2024. SpHt/ Split/consolidation ratio 1 : 10 i.e. 1(one) fresh equity share of face value Rs. 10/- per share for 10 equity shares of face value Re.1/- per share. Rationale behind the Share Capital Reduction: The reduction in share capital of Split/consolidation 8,10,02,700 will be used to offset accumulated losses, improving the Company's [Showing first 8,000 characters — download PDF for full document]