(Under Section 66 of the Companies Act, 2013, read with NCLT (Procedure for Reduction of Share Capital

of Company) Rules,2016)

In the matter of:

M/s. Trend Riser Securities Private Limited

MEMO OF PARTIES:

M/s. Trend Riser Securities Private Limited

CIN: U74999KL2014PTC088271 GA/XVII/554-E, Krishna Palace,

Sanskrit College Road, Tripunithura, Ernakulam,

Kerala, India, 682301

(Represented by Mr. Mukundakumar Krishnankutty Cherussery (DIN: 06520928), Director authorised vide Board resolution dated

09th August 2024)

… Petitioner

Date of Institution: 05.12.2024 Order Delivered on: 10.12.2025

Coram:

HON’BLE MEMBER (JUDICIAL) : SHRI. VINAY GOEL

Appearances:

For the Petitioner : Mr. Sandeep Kumar S, PCS

Ms. Midhuna K C, PCS

O R D E R

1. The Company petition has been filed under Section 66 of the Companies Act, 2013, read with National Company Law Tribunal (Procedure for Reduction of Share Capital of the Company Rules), 2016, by M/s. Trend Riser Securities Private Limited for the following reliefs:

FINAL RELIEF:

(1) That the reduction of capital resolved on by the special resolution set out in paragraph 8 above confirmed;

(2) That to this end, all directions necessary and proper be made and given.

(3) That the proposed minute set out in paragraph 11 above be approved; and (4) That such further or other orders be made in the premises as to the Tribunal shall seem fit.

2. The Petitioner Company was originally incorporated on 14th March 2014 under the provisions of the Companies Act, 1956, as a company limited by shares. The registered office of the Company is situated at GA/XVII/554-E, Krishna Palace, Sanskrit College Road, Tripunithura, Ernakulam, Kerala – 682 301.

3. The main objects of the company are to engage in the purchase, sale, subscription, and day-to-day trading of shares, securities, stocks, bonds, debentures, and similar instruments on any recognised stock exchange. The Company may also apply for and hold membership, including corporate membership, of recognised stock exchanges. It is expressly restricted from carrying out NBFC activities, and while operating as a member of any recognised stock exchange in India, it is permitted to conduct only those activities allowed under the Securities Contracts (Regulation) Rules, 1957, along with the applicable rules, bye-laws, and regulations of the relevant stock exchange. The Company currently operates in the capacity of a Stock Broker.

4. The Authorised share capital of the Company is Rs.5,00,00,000/-(Rupees Five Crore only) divided into 50,00,000 (Fifty Lakhs) equity shares of Rs. 10/- (Rupees Ten only) each and the Paid-up share capital is Rs.2,20,00,000/-(Rupees Two Crore twenty lakhs only) divided into 22,00,000 (Twenty-two Lakhs) Equity Shares of Rs.10/- (Rupees Ten only) each.

5. It is submitted that Article 37 of the Articles of Association of the Company provides that the Company may, by special resolution, reduce—in any manner and subject to any conditions authorized and any consents required by law—(a) its share capital; (b) any capital redemption reserve account; or (c) any share premium account. Article

37 of the Articles of Association is reproduced below:

“37. The company may, by special resolution, reduce in any manner and with, and subject to, any incident authorised and consent required by law, -

(a) its share capital;

(b) any capital redemption reserve account; or (c) any share premium account.”

6. It is submitted that the accumulated profits of the Company as per the latest audited Financial Statements for the Financial Year 2023-2024 are Rs.46,81,388/- (Rupees Forty-Six Lakhs Eighty-One Thousand Three Hundred and Eighty-Eight Only).

7. The Petitioner Company’s financial position as of 31.03.2024 was as follows:

8. There is no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditor in his report. There is no pending inspection, inquiry or investigation against the Company under the Companies Act, 2013.

9. The Board of Directors of the Company at its Board meeti