Krishna Holdco Ltd v Gowrie Holdings Ltd & Ors [2025] EWHC 1542 (Ch) (20 June 2025)

Krishna Holdco Ltd v Gowrie Holdings Ltd & Ors [2025] EWHC 1542 (Ch) (20 June 2025)

The value of Krishna's B shares in LBNS as at 25 June 2019 must be determined by consolidating the value of SYRI (as if not diverted) and LBNS, using a market-based valuation for SYRI with maintainable EBITDA of £5.524m (adjusted for market remuneration), an 8.04x multiple, and a 25% public-to-private discount. The Equalisation Amount is to be reduced by excess Hathi family remuneration and other misappropriations, following the approach in the Liability Judgment. The valuation exercise is remedial and fairness-driven, not a strict accountancy calculation.

Citation
[2025] EWHC 1542 (Ch)
Parties
Petitioner/claimant: Krishna Holdco Limited; Respondent/defendant: Gowrie Holdings Limited; Respondent/defendant: Samit Govindji Hathi; Respondent/defendant: Govindji Thakershi Hathi; Respondent/defendant: Alpa Hathi; Respondent/defendant: Portside North Limited; Respondent/defendant: Laxmico Group Finance Limited; Respondent/defendant: SYRI Limited; Respondent/defendant: Laxmi BNS Holdings Limited
Jurisdiction
England and Wales
Judgment Date
20 June 2025
Procedural Posture
Company/shareholder Petition (unfair Prejudice) / Quantum/valuation Judgment Following Liability Finding
Outcome
Valuation directions given; parties to calculate final figures per judgment; buy-out order confirmed against GHL only; no quasi-interest awarded.
Legal Topics
Unfair Prejudice, Share Valuation, Remedies for Shareholder Oppression, Fraudulent Misrepresentation, Rescission of Contract, Remedial Discretion, Valuation Methodology
Company Law Insolvency Equity Unfair Prejudice Share Valuation Remedies for Shareholder Oppression Fraudulent Misrepresentation Rescission of Contract +2 more

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Parties

Krishna Holdco Limited

Petitioner/claimant

Gowrie Holdings Limited

Respondent/defendant

Samit Govindji Hathi

Respondent/defendant

Govindji Thakershi Hathi

Respondent/defendant

Alpa Hathi

Respondent/defendant

Portside North Limited

Respondent/defendant

Laxmico Group Finance Limited

Respondent/defendant

SYRI Limited

Respondent/defendant

Laxmi BNS Holdings Limited

Respondent/defendant

Procedural Posture

Company/shareholder Petition (unfair Prejudice) / Quantum/valuation Judgment Following Liability Finding

Legal Issues

  1. 1 How should the value of Krishna Holdco Limited's B shares in LBNS be determined as at 25 June 2019, absent the fraudulently induced 2013 Agreement?
  2. 2 What is the correct enterprise value of SYRI Limited and LBNS as at the valuation date?
  3. 3 How should the Equalisation Amount be calculated and what deductions are appropriate?

Ratio Decidendi

The value of Krishna's B shares in LBNS as at 25 June 2019 must be determined by consolidating the value of SYRI (as if not diverted) and LBNS, using a market-based valuation for SYRI with maintainable EBITDA of £5.524m (adjusted for market remuneration), an 8.04x multiple, and a 25% public-to-private discount. The Equalisation Amount is to be reduced by excess Hathi family remuneration and other misappropriations, following the approach in the Liability Judgment. The valuation exercise is remedial and fairness-driven, not a strict accountancy calculation.

Court Disposition

Valuation directions given; parties to calculate final figures per judgment; buy-out order confirmed against GHL only; no quasi-interest awarded.

Orders

  • Valuation of Krishna's B shares to proceed per judgment methodology.
  • Equalisation Amount to be reduced by excess Hathi family remuneration and other specified deductions.