1. Allotment of Equity Shares

The Board approved the allotment of the second tranche of 6,50,000 equity shares of ₹10 each, fully paid up, on a preferential basis. This allotment was made in accordance with the special resolution passed by shareholders on 15 December 2025, read with the 2nd Corrigendum dated 04 June 2026, and pursuant to in-principle approval received from BSE Limited vide letter number LOD/PREF/PB/FIP/411/2026-27 dated 19 June 2026.

Allottee Details:

  • DSD Corpcon LLP: 5,00,000 shares for ₹50,00,000
  • Pintu Nathulal Jain: 1,50,000 shares for ₹15,00,000
  • Total: 6,50,000 shares for ₹65,00,000

Capital Structure Impact:

Consequent to this allotment, the paid-up equity share capital of the company increased to ₹4,69,65,880 divided into 46,96,588 equity shares of face value ₹10 each. The new equity shares rank pari-passu with existing equity shares.

Post-Allotment Shareholding:

  • DSD Corpcon LLP (Non-Promoter): 5,00,000 shares (10.64% on fully diluted basis: 1.67%)
  • Pintu Nathulal Jain (Non-Promoter): 1,50,000 shares (3.20% on fully diluted basis: 0.50%)

2. Allotment of Warrants

The Board approved the allotment of 12,00,000 convertible equity warrants at an issue price of ₹10 per warrant, each convertible into one equity share, aggregating to ₹1,20,00,000 on a preferential basis. This was pursuant to shareholder approval obtained at the Annual General Meeting read with the 2nd Corrigendum dated 04 June 2026.

The company received 25% of the issue price (₹2.50 per warrant), aggregating to ₹30,00,000, in accordance with the Companies Act, 2013 and SEBI (ICDR) Regulations, 2018. BSE Limited granted in-principle approval vide Letter No. LOD/PREF/PB/FIP/411/2026-27 dated 19 June 2026.

Warrant Terms:

  • Each warrant convertible into one equity share of ₹10 each fully paid up
  • Conversion can be exercised within 18 months from allotment date by paying remaining 75% of total issue price (₹7.50 per share)
  • Outstanding warrants lapse after 18 months if not converted
  • Warrants subject to adjustment for corporate actions like bonus issues, splits, etc.
  • Equity shares allotted upon conversion will rank pari passu with existing shares

Allottee Details:

  • M/s. Koriander Consultants LLP (Non-Promoter): 12,00,000 warrants
  • Pre-issue shareholding: 10,00,000 shares (21.52%)
  • Post-issue shareholding (fully diluted basis): 65,00,000 shares (21.70%)

3. Share Purchase Agreement Execution

The company executed a Share Purchase Agreement (SPA) with existing shareholders of M/s. Sadguru Flexibles Packaging Limited (SFPL) for acquisition of 100% of its paid-up capital. This was pursuant to member approval accorded at the Annual General Meeting held on 15 December 2025 read with the 2nd Corrigendum dated 04 June 2026.

Acquisition Details:

  • Target Company: Sadguru Flexibles Packaging Limited (CIN: U22203MH2024PLC418389)
  • Business: Flexibles Packaging & Jewelry Business
  • Authorized Capital: ₹20,00,000
  • Paid-up Capital (as on date): ₹10,00,000
  • Audited Turnover as at March 31, 2025: ₹21,529,020
  • Acquisition does not qualify as a related party transaction

Financial Terms:

  • Total purchase consideration: Up to ₹3,98,00,000
  • Additional proposed investment: ₹10,50,00,000 toward working capital requirements of SFPL
  • Consideration type: Cash
  • Percentage acquired: 100% shareholding (making SFPL a wholly owned subsidiary)

Timeline and Approvals:

  • Indicative completion time: 9 to 12 months
  • Government/regulatory approvals: In-principle approval from BSE Limited received on 19 June 2026
  • The acquisition is subject to fulfilment of terms and conditions stipulated under the SPA

The company will make further intimations to the stock exchange upon completion of the transaction and fulfilment of all SPA terms and conditions.

Meeting Details

The Board Meeting commenced at 05:50 PM and concluded at 06:30 PM on 23 June 2026 at the corporate office in Mumbai.