Description

Demerger of Jewellery Business Undertaking from Parshva Enterprises Limited to Simandhar Impex Limited with record date of November 5, 2025. Shareholders to receive 3 equity shares of Simandhar Impex for every 10 shares held in Parshva Enterprises.

Summary

BSE has announced the demerger of the Jewellery Business Undertaking from Parshva Enterprises Limited (Scrip Code 542694) to Simandhar Impex Limited, as approved by the Hon’ble National Company Law Tribunal, Mumbai Bench. The record date for determining shareholder entitlement is November 5, 2025. Shareholders of Parshva Enterprises will receive 3 equity shares of Rs. 10/- face value each in Simandhar Impex Limited for every 10 equity shares held in Parshva Enterprises Limited. The scrip will be transferred from ‘B’ Group to ‘T’ Group and will trade under Special Pre-open Session (SPOS) call auction mechanism.

Key Points

  • Demerger of Jewellery Business Undertaking from Parshva Enterprises Limited (Demerged Company) to Simandhar Impex Limited (Resulting Company)
  • NCLT Mumbai Bench approval obtained for the Scheme of Arrangement
  • Share exchange ratio: 3 equity shares of Simandhar Impex (Rs. 10 FV) for every 10 equity shares of Parshva Enterprises (Rs. 10 FV)
  • Ex-entitlement date: November 4, 2025 (Settlement No. DR-749/2025-2026)
  • Parshva Enterprises shares will be transferred from ‘B’ Group to ‘T’ Group effective November 4, 2025
  • Special Pre-open Session (SPOS) call auction applicable on November 4, 2025
  • Simandhar Impex Limited equity shares will be listed on BSE subject to compliance with requisite formalities

Regulatory Changes

Pursuant to SEBI Circular No. SEBI/Cir/ISD/1/2010 dated November 2, 2010, trading in Parshva Enterprises Limited equity shares will be transferred from ‘B’ Group to ‘T’ Group. This is a surveillance measure applicable to securities undergoing corporate actions. The ‘T’ Group classification imposes stricter trading conditions including trade-for-trade settlement and price band restrictions.

Pursuant to SEBI Circular No. CIR/MRD/DP/01/2012 dated January 20, 2012, the scrip will participate in Call Auction mechanism through Special Pre-open Session (SPOS) to facilitate price discovery in a controlled manner.

Compliance Requirements

  • Trading Members: Must note the group change and Special Pre-open Session applicability for Parshva Enterprises shares from November 4, 2025
  • Trading Members: Should refer to BSE notice no. 20120216-29 dated February 16, 2012 for detailed procedures on Special Pre-open Session
  • Investors: Must hold shares as of record date (November 5, 2025) to be eligible for receiving Simandhar Impex shares
  • Simandhar Impex Limited: Must complete requisite formalities for listing of equity shares on BSE
  • Both Companies: Must comply with all conditions specified in the NCLT-approved Scheme of Arrangement

Important Dates

  • October 31, 2025: Circular issued
  • November 4, 2025: Ex-entitlement date; Trading group changes from ‘B’ to ‘T’; Special Pre-open Session (SPOS) call auction applicable (Settlement No. DR-749/2025-2026)
  • November 5, 2025: Record date for determining shareholder entitlement for demerger

Impact Assessment

For Parshva Enterprises Shareholders:

  • Existing shareholders will receive additional shares in Simandhar Impex Limited without any payment
  • Shareholding in Parshva Enterprises will continue but the company will operate without the jewellery business post-demerger
  • Trading restrictions (T Group classification and call auction) may impact liquidity and price discovery temporarily

Market Operations Impact:

  • Transfer to ‘T’ Group introduces trade-for-trade settlement, eliminating intraday trading and increasing settlement risk
  • Call auction mechanism on ex-date may result in volatile price movements as single equilibrium price is discovered
  • Liquidity may be constrained during the transition period

Corporate Structure Impact:

  • Clear separation of jewellery business into a dedicated entity (Simandhar Impex Limited)
  • Both entities can focus on their core business operations independently
  • Potential for improved valuation as businesses are delineated

Listing Impact:

  • New listing of Simandhar Impex Limited shares will expand investment universe
  • Existing shareholders gain exposure to standalone jewellery business entity
  • Subject to successful completion of listing formalities by Simandhar Impex Limited

Impact Justification

Major corporate restructuring involving demerger approved by NCLT affecting shareholding pattern. Trading restrictions (T Group transfer, call auction) impose significant operational constraints on investors.