Krishna Holdco Limited v Gowrie Holdings Limited & Ors

Krishna Holdco Limited v Gowrie Holdings Limited & Ors

Valuation of Krishna's B Shares in LBNS must reflect rescission of the 2013 Agreement, include SYRI enterprise value, LBNS enterprise value, net debt, and Equalisation Amount, using Mr McKeown's approach for SYRI (market approach, maintainable EBITDA £5.524m, adjusted for remuneration, multiple 8.04x, 25% public/private discount) and Ms Hart's approach for LBNS (maintainable EBITDA £8.2m, multiple 8.2x, no public/private discount), with adjustments as specified; no quasi-interest awarded; buy-out order remains against GHL only unless further evidence justifies extension.

Parties
Petitioner/claimant: Krishna Holdco Limited; First Respondent/defendant: Gowrie Holdings Limited; Second Respondent/defendant: Samit Govindji Hathi; Third Respondent/defendant: Govindji Thakershi Hathi; Fourth Respondent/defendant: Alpa Hathi; Fifth Respondent/defendant: Portside North Limited; Sixth Respondent/defendant: Laxmico Group Finance Limited; Seventh Respondent/defendant: SYRI Limited; Eighth Respondent/defendant: Laxmi BNS Holdings Limited
Jurisdiction
England and Wales
Judgment Date
20 June 2025
Procedural Posture
Petition for Buy Out and Valuation Under Unfair Prejudice / Quantum/valuation Judgment Following Liability Judgment
Outcome
Valuation judgment issued; parties to calculate final acquisition price for Krishna's B Shares in LBNS per Court's directions.
Legal Topics
Unfair Prejudice, Remedial Orders, Share Valuation, Fraudulent Misrepresentation, Rescission, Equalisation Amount, Enterprise Value, Net Debt
Company Law Shareholder Disputes Valuation Unfair Prejudice Remedial Orders Share Valuation Fraudulent Misrepresentation Rescission +3 more

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Parties

Krishna Holdco Limited

Petitioner/claimant

Gowrie Holdings Limited

First Respondent/defendant

Samit Govindji Hathi

Second Respondent/defendant

Govindji Thakershi Hathi

Third Respondent/defendant

Alpa Hathi

Fourth Respondent/defendant

Portside North Limited

Fifth Respondent/defendant

Laxmico Group Finance Limited

Sixth Respondent/defendant

SYRI Limited

Seventh Respondent/defendant

Laxmi BNS Holdings Limited

Eighth Respondent/defendant

Procedural Posture

Petition for Buy Out and Valuation Under Unfair Prejudice / Quantum/valuation Judgment Following Liability Judgment

Legal Issues

  1. 1 How to value Krishna's B Shares in LBNS following rescission of the 2013 Agreement for fraudulent misrepresentation
  2. 2 Appropriate methodology for valuation of SYRI and LBNS enterprise values
  3. 3 Calculation of net debt and Equalisation Amount

Ratio Decidendi

Valuation of Krishna's B Shares in LBNS must reflect rescission of the 2013 Agreement, include SYRI enterprise value, LBNS enterprise value, net debt, and Equalisation Amount, using Mr McKeown's approach for SYRI (market approach, maintainable EBITDA £5.524m, adjusted for remuneration, multiple 8.04x, 25% public/private discount) and Ms Hart's approach for LBNS (maintainable EBITDA £8.2m, multiple 8.2x, no public/private discount), with adjustments as specified; no quasi-interest awarded; buy-out order remains against GHL only unless further evidence justifies extension.

Court Disposition

Valuation judgment issued; parties to calculate final acquisition price for Krishna's B Shares in LBNS per Court's directions.

Orders

  • Valuation of SYRI and LBNS per specified methodologies and adjustments.
  • No award of quasi-interest to Krishna.