Bengal & Assam Company Limited announces an acquisition

No share-swap ratio is disclosed in the cited exchange filing. The Composite Scheme uses a transfer-and-vesting mechanism, not a fresh allotment of Bengal & Assam shares:

• Accurate, Sidhivinayak, J.K. Credit and Pranav were amalgamated into YPL Enterprises Private Limited (YEPL); specified investments of Nav Bharat Vanijya Limited were also transferred and vested in YEPL. The Bengal & Assam shares held by these entities—88,514, 138,471, 219,330, 16,008 and 157,497 shares, respectively—totalled 619,820 shares, which were transferred or credited to YEPL’s demat account. ^[1]
• YEPL’s holding therefore increased from 1,954,503 shares, or 17.14%, to 2,574,323 shares, or 22.57%. ^[1]
• The scheme became effective on 12 October 2026; its appointed date was 1 July 2025. ^{[1] [1]}

Promoter-group impact: this is an intra-promoter consolidation, not an acquisition of shares from public shareholders. Accordingly, YEPL’s individual stake rises by 5.44 percentage points, but the promoter group’s aggregate holding should remain broadly unchanged at 72.87% post-transfer. The last reported promoter-category holding was 72.87%; the filing does not separately provide a revised post-effective aggregate promoter-group percentage. The change is therefore in where the promoter shares are held, with greater concentration in YEPL, rather than in the group’s overall ownership of Bengal & Assam.

The scheme does not appear to involve a fresh issue of shares by BACL. It transfers 619,820 existing BACL shares to YPL Enterprises, increasing YEPL’s holding from 17.14% to 22.57%; the shares are credited to YEPL’s demat account rather than newly created by BACL ^[2].

Impact on paid-up capital and NAV

• Paid-up capital: No mechanical increase arises for BACL from this transfer. BACL’s reported equity share capital was Rs 11.40 Crores as of Q1 FY27 ^[3]. Since the transaction changes ownership of existing shares, not the number of shares issued by BACL, paid-up capital and total shares remain unchanged, subject to any separate capital action.
• NAV per share: No mechanical dilution occurs. BACL’s NAV per share is broadly:

`NAV per share = (fair value of investment portfolio + other assets − liabilities) / shares outstanding`

Because neither the numerator nor the denominator changes merely because existing BACL shares move from one shareholder to another, the accounting NAV per share should remain unchanged. BACL is an investment-holding company whose assets include investments and other financial assets of group companies ^[4].

If the question refers to a hypothetical fresh issue

If BACL itself issued `M` new shares:

• `Increase in paid-up capital = M × face value`
• `Post-issue NAV per share = (existing net assets + issue proceeds − issue costs) / (existing shares + M)`

The effect would depend on the issue price relative to the pre-issue NAV per share:

• Issue price equal to NAV per share: broadly NAV-neutral.
• Issue price above NAV per share: NAV per share increases, creating accretion for existing shareholders.
• Issue price below NAV per share: NAV per share declines, creating dilution.
• Issue premium: increases reserves or securities premium, but only the face-value component increases paid-up share capital.

Accordingly, for the scheme actually disclosed, the relevant effect is ownership consolidation within the promoter group, not paid-up-capital expansion or NAV dilution. A precise NAV-per-share calculation would require the current fair value of BACL’s investment portfolio and liabilities; those inputs are not reported in the cited material.

The Composite Scheme is no longer awaiting NCLT approval. The NCLT Chandigarh Bench sanctioned it by order dated 15 September 2026, and the Scheme became effective on 12 October 2026. ^[1]

Shareholding implementation

• Under the effective Scheme, Accurate, Sidhivinayak, J.K. Credit and Pranav were amalgamated into YEPL, while specified investments of NBVL vested in YEPL. ^[1]
• This transferred 619,820 Bengal & Assam shares, increasing YEPL’s holding from 19,54,503 shares or 17.14% to 25,74,323 shares or 22.57%. ^[1]
• The filing states that the shares were to be transferred or credited to YEPL’s demat account following the Scheme becoming effective. ^[1]

Regulatory position and record-date timeline

The filing records the required SEBI Regulation 29(2) substantial-acquisition disclosure, including disclosures on behalf of the amalgamating entities, and requested BSE to take the disclosure on record. ^[1] It does not identify a separate pending regulatory approval or a separate future approval milestone after the NCLT sanction.

A distinct record date has not been disclosed in the cited filing. Accordingly, there is no supported projected timeline for a future record date. The operative dates currently disclosed are:

• Appointed date: 1 July 2025. ^[1]
• NCLT sanction: 15 September 2026. ^[1]
• Scheme effective date: 12 October 2026. ^[1]

Implication: the shareholding increase is already being effectuated through the Scheme’s effectiveness and demat credit process; it should not be treated as awaiting a future record date unless the company or registrar subsequently announces one separately.