NB Footwear Limited (NBFL) is an Indian public limited company currently in a state of **strategic transition**. Historically a **100% export-oriented unit (EOU)** specializing in leather tanning and footwear manufacturing, the company is presently undergoing a total change in ownership and management control. While manufacturing has been suspended for over two decades, the company remains a listed entity on the **BSE Limited**, now serving as a platform for potential business revival or diversification under new promoters. --- ### **Corporate Structure and Listing Profile** NBFL maintains its status as a listed corporate entity, adhering to **Ind-AS (Indian Accounting Standards)** and SEBI reporting requirements despite its operational hiatus. | Category | Details | | :--- | :--- | | **BSE Scrip Code** | **523242** | | **Listing Group** | **'P' Group** (Currently under **ESM Stage 2**) | | **Authorized Capital** | **Rs. 2,000.00 Lacs** | | **Paid-up Equity Capital** | **Rs. 1,350.00 Lacs** (1,35,00,000 shares of **Rs. 10** each) | | **Preference Capital** | **Rs. 100.00 Lacs** (1,00,000 Redeemable Preference Shares) | | **Depository Connectivity** | **CDSL** only (NSDL connectivity deferred due to net worth requirements) | --- ### **2024-2025 Change in Control and Management Takeover** The most significant development in the company’s recent history is the **Open Offer** initiated in late **2024**, which resulted in a complete shift in the promoter group and management. * **New Promoters:** **Mr. Nitin Minocha** (Acquirer-1) and **Copo Holdings Private Limited** (Acquirer-2) took formal control in **December 2024**. * **Share Purchase Agreement (SPA):** Executed on **July 17, 2024**, for the acquisition of **5,000,000** equity shares (**37.04%** stake) at **Rs. 4.10** per share. * **Mandatory Open Offer:** Triggered under SEBI (SAST) Regulations for an additional **3,510,000** shares (**26.00%** of voting capital) at an offer price of **Rs. 7.00** per share. * **Total Potential Stake:** The new promoters aimed for a total holding of **63.04%** to ensure effective management control. * **Board Reconstitution:** Following the takeover, the original promoters (**Rajen K Desai, Kannan A Yadav, and Gregory Pareira**) resigned and were reclassified as public shareholders. New leadership includes **Mr. Rajesh Chandrakant Veturekar** and **Mr. Ankit Kumar** as Executive Directors. --- ### **Operational Status and Historical Context** The company’s legacy operations are currently dormant, with the new management inheriting a "clean shell" structure. * **Suspension of Manufacturing:** Operations at the manufacturing facility were halted in **2001** due to mounting financial losses. * **Revenue Performance:** For the fiscal years ended **March 31, 2023, 2024, and 2025**, the company reported **zero revenue from operations**. * **Historical Footprint:** Before closure, NBFL was an active exporter of shoe uppers and finished leather footwear to the **USA, Europe, and Russia**. * **Current Activity:** Activity is limited to statutory compliance, administrative maintenance, and legal filings. --- ### **Strategic Pivot and Administrative Restructuring** Under the new leadership of Mr. Nitin Minocha and Copo Holdings, the company is implementing structural changes to optimize the platform for future growth. * **Geographic Relocation:** The registered office is being shifted from **Chennai, Tamil Nadu** to **Noida, Uttar Pradesh**, effective **October 01, 2025**. * **Business Continuity & Diversification:** Management intends to evaluate the revival of the existing leather business while simultaneously exploring **new lines of business** to leverage the company’s listing status. * **Asset Protection:** The new acquirers have committed to a **two-year moratorium** on disposing of or encumbering any significant assets of the company, except in the ordinary course of business. --- ### **Financial Position and Capital Restructuring** The company’s financial strategy is currently focused on stabilizing the balance sheet and funding the transition through internal accruals. * **Funding of Acquisition:** The Open Offer (total consideration of **Rs. 2.45 Crore**) was funded entirely through the **internal resources** of the acquirers; **no bank borrowing** was utilized. * **Escrow Security:** An escrow account with **Axis Bank Limited** was maintained with a cash deposit of **Rs. 62.00 Lacs** (>25% of offer consideration) to ensure transaction integrity. * **Preference Share Extension:** To preserve liquidity, the redemption of **100,000 Non-convertible Redeemable Preference Shares** (Face Value **Rs. 100**) has been deferred. Originally due in September 2024, the maturity has been extended for up to **10 years**, moving the final redemption date to **September 29, 2034**. --- ### **Risk Factors and Regulatory Compliance** Investors should note the following risks associated with the company’s current status: * **Capital Erosion:** Prolonged inactivity has led to the **erosion of the company's capital base**. There is no definitive timeline for when the company will return to profitability. * **Legacy Compliance Issues:** There were documented **delayed compliances** regarding **Regulation 30 and 31** of the SEBI (SAST) Regulations for the **eight financial years** preceding the 2024 takeover. This remains a potential area for regulatory scrutiny or penalties. * **Listing Restrictions:** The stock is currently in **ESM Stage 2**, which implies higher surveillance and trading restrictions. * **Operational Uncertainty:** While the Indian leather industry accounts for **13% of global production** (approx. **300 crore sq. ft.** annually), NBFL currently has no active participation in this market. * **Regulatory Status:** * **Sick Company Status:** Not currently classified as a "Sick Company." * **SEBI/RBI Actions:** No current subsisting directions or proceedings under the SEBI Act, 1992. * **Governance:** **Risk Management** and **Whistle Blower** policies are officially in place.