SEBI clarifies processing of two promoters' reclassification requests; earlier warning stands

Liberty Shoes received SEBI's 7 Oct 2026 clarification on reclassification request of two promoters — Arpan Gupta and Arpan Gupta as Karta of Dinesh Kumar Gupta HUF.

Thu 8 Oct 2026

SEBI Clarification Letter Date

7 October 2026

SEBI Warning/Advisory Letter Date

21 July 2026

Reclassification Requests Made On

23 March 2024

What the company told the exchanges

Liberty Shoes has informed the stock exchanges that it received a communication dated 7 October 2026 from SEBI clarifying the administrative warning and advisory letter dated 21 July 2026. The matter relates to requests for reclassification of two promoter group members — Sh. Arpan Gupta, in his individual capacity, and Sh. Arpan Gupta, Karta of Dinesh Kumar Gupta HUF — from the "Promoter/Promoter Group" category to the "Public" category under Regulation 31A of the SEBI LODR Regulations, 2015.

What SEBI clarified

• The observations recorded in the 21 July 2026 letter pertain to the conduct of the Company at the time the requests were received and considered, and fall to be assessed under Regulation 31A as it stood prior to its substitution with effect from 13 December 2024.
• The warning issued in that letter stands and is not affected by this clarification.
• The corrective steps to be taken now shall be carried out in accordance with Regulation 31A as presently in force, and the advice contained in paragraph 8 of the 21 July 2026 letter shall be read accordingly.
• SEBI has stated it expresses no view on the eligibility of the promoters for reclassification; that falls for determination by the recognised stock exchanges and thereafter by the shareholders.
• The clarification is confined to the manner in which the requests are to be processed, and is without prejudice to any action that may be taken in accordance with law in respect of the non-compliance referred to in the 21 July 2026 letter.

Where the requests stand now

The Company states that it had already taken the requisite actions immediately upon receipt of SEBI's 21 July 2026 letter and submitted applications, together with the requisite annexures, supporting documents and relevant facts, to the National Stock Exchange of India Limited and BSE Limited for their consideration and grant of a No-Objection Certificate. Those applications are presently pending consideration before the respective stock exchanges. Further, upon receipt of the NOCs, the Company shall, within the stipulated time period, place the reclassification requests, together with the NOCs received and the views of the Board of Directors, before the shareholders for their consideration and approval. The Company has taken note of SEBI's clarification.

Points a reader may want to note

• Reclassification is the process by which a promoter or promoter group member moves out of the promoter category and is treated as public.
• The eligibility decision does not rest with SEBI here: the recognised stock exchanges first, and thereafter the shareholders, determine it under Regulation 31A.
• The administrative warning and advisory letter of 21 July 2026 continues to stand, and this clarification does not close the possibility of action in respect of the non-compliance referred to in that letter.

The next visible steps are the exchanges' decisions on the No-Objection Certificate applications and, if those come through, the shareholders' vote on the reclassification requests.

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