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Tilak Ventures Ltd · 503663
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Tilak Ventures Ltd has approved a Scheme of Arrangement between Tilak Ventures Limited and Tilak Jewels Limited, involving the demerger of Commodities Trading Activities into Tilak Jewels Limited.
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Tilak Ventures Ltd - 503663 - Board Meeting Outcome for Outcome Of Board Meeting Held On 27Th October, 2026
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Date: October 27, 2026
The Department of Corporate Services
BSE Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai- 400 001
Security Code: 503663
Scrip ID: TILAK
Subject: Announcement under Regulation 30 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulation, 2015 – Scheme of Arrangement between
Tilak Ventures Limited (Demerged Company) and Tilak Jewels Limited (Resulting Company) and
their respective shareholders and creditors
Dear Sir/Madam,
Pursuant to Regulation 30 read with Schedule-III of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulation, 2015 (“Listing Regulations”), we hereby notify
the Stock Exchange that the Board of Directors of the Company in their meeting held on 27 October,
2026, has considered and approved a Scheme of Arrangement between Tilak Ventures Limited
(Demerged Company) and Tilak Jewels Limited (Resulting Company) and their respective shareholders
and creditors, in terms of the provisions of sections 230 to 232 read with section 66 and other applicable
provisions, if any, of the Companies Act, 2013. The Meeting of the Board of Directors of the Company
commenced at 5.00 P.M. and concluded at 7.10 P.M.
The detailed disclosure as required under Regulation 30 of the Listing Regulations read with SEBI
Circular No SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November 2024, regarding the details which a
listed entity needs to disclose for the events that are deemed to be material as specified in Para-A of Part-
A of Schedule-III of the Listing Regulations, is enclosed herewith and marked as Annexure-A.
The above information’s are also available on the website of the Company, i.e.,
www.tilakfinance.wordpress.com and at the website of Stock Exchange at www.bseindia.com.
You are requested to take the same on your record.
Thanking you,
Yours faithfully,
For Tilak Ventures Limited
Mrs. Pratiksha Modi
Company Secretary & Compliance Officer
Annexure-A
Detailed disclosure as required under Regulation 30 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulation, 2015 read with SEBI Circular No
SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November 2024:
S. No Particulars Details of Information
1 Brief details of the division(s) to be The Scheme of Arrangement (“Scheme”)
demerged proposes to demerge Commodities (Trading)
Activities of Tilak Ventures Limited
(“Demerged Company”) with and into Tilak
Jewels Limited (“Resulting Company”) on a
going concern basis.
2 Turnover of the demerged division and as Turnover of Commodities (Trading)
percentage to the total turnover of the listed Activities i.e., demerged division of the
entity in the immediately preceding financial Demerged Company for the financial year
year/ based on financials of the last financial ended 31st July 2026 is Rs. Nil. The above
year turnover represents Nil % (approx.) of the
total revenue of the Demerged Company for
the aforesaid period.
3 Rationale for demerger. In line with the current global industry
practice to achieve size, scalability,
integration, greater financial strength and
flexibility thereby maximizing shareholder
value and to achieve higher long-term
financial returns, the management of the
Companies proposes to demerge the
Commodities Trading Business division of
the Demerged Company into the Resulting
Company on a going concern basis.
Accordingly, the Scheme outlines a strategic
reorganization by separating the
Commodities Trading division of the
Demerged Company, so as to ensure
unlocking the shareholder’s value through a
more focused business approach and
enhanced operational efficiency.
The Resulting Company will issue and allot
its equity shares to the Eligible Shareholders
of the Demerged Company as per the Share
Entitlement Ratio in the same proportion in
which they hold equity shares in the
Demerged Company i.e., a mirror image of
the shareholding structure will be created in
both the Companies subject to consolidation
of fractions which may arise in terms of
clause 16 of this Scheme. Thus, the rights and
interests of the shareholders of the Demerged
Company are safeguarded.
4 Brief details of change in shareholding Change in Shareholding Pattern of the
pattern (if any) of all entities. Demerged Company:
Pursuant to the Scheme, there will be no
change in the shareholding pattern of the
Demerged Company.
Change in Shareholding Pattern of the
Resulting Company:
As per the Scheme, simultaneous with the
issue and allotment of equity shares by the
Resulting Company to the equity
shareholders of the Demerged Company, the
entire pre scheme issued, subscribed and
paid-up equity share capital of the Resulting
Company as held by the Demerged Company
along with its nominees will stand cancelled,
extinguished and annulled by operation of
law, without any further act, instrument or
deed or payment of any consideration.
Pursuant to the Scheme, a mirror image of the
shareholding structure will be created in both
the Companies.
5 In case of cash consideration – amount or There is no cash consideration involved in the
otherwise share exchange ratio. Scheme.
Upon this Scheme becoming effective and in
consideration for transfer and vesting of the
Commodities (Trading) Activities of the
Demerged Company with and into the
Resulting Company, the Resulting Company
shall, after giving effect to cancellation of
investment held by the Demerged Company
in the equity share capital of the Resulting
Company, without any further application, act
or deed, issue and allot its equity shares,
credited as fully paid-up, to the equity
shareholders of the Demerged Company, in
the following manner:
“For every 7 (seven) equity shares of face
value of Re. 1/- each fully paid-up held in the
Demerged Company, 3 (Three) equity share
of face value of Re. 1/- each credited as fully
paid-up of the Resulting Company i.e., in the
ratio of 7 : 3”
6 Whether listing would be sought for the Yes, upon the Scheme becoming effective, the
resulting entity Resulting Company will apply for listing of
its equity shares on BSE Limited in
accordance with the provisions of applicable
laws.