Jain Resource Recycling Limited has executed a Loan Conversion Agreement with its subsidiary, Jain Ikon Global Ventures FZC, Sharjah, United Arab Emirates, on Tuesday, August 25, 2026. This disclosure is made pursuant to Regulation 30 read with sub-para 5 of Para B of Part A of Schedule III of the SEBI LODR Regulations, and the SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.

Key Terms of the Agreement

  • The agreement facilitates the conversion of an outstanding unsecured working capital loan of AED 1,70,64,000 (Arab Emirates Dirhams One Crore Seventy Lakhs Sixty Four Thousand) as on August 24, 2026, equivalent to approximately INR 44.50 Crores, advanced by the Company to Jain Ikon.
  • The loan amount will be converted into 11,376 equity shares of Jain Ikon of face value AED 1,500 each, credited as fully paid up.
  • The conversion is to be effected at AED 1,500 per equity share, being the face value of the existing equity shares. No cash consideration is payable.
  • Upon allotment of these shares, the loan shall stand extinguished in full, and the Company will have no further claim against Jain Ikon for the converted amount.

Shareholding Impact

  • Prior to conversion: The Company held 70 equity shares of face value AED 1,500 each, representing 70.00% of the equity share capital of Jain Ikon.
  • Post conversion: The Company's shareholding will increase to 11,376 equity shares, representing 99.74% of the equity share capital. Jain Ikon will remain a subsidiary.

Rationale and Purpose

The conversion is intended to consolidate the Company's existing exposure in Jain Ikon, an entity which has ceased operations and has a negative net worth. It aims to align the Company's shareholding with the quantum of funding extended and to facilitate the subsequent divestment of the Company's entire investment in Jain Ikon.

Transaction Details and History

  • The original loan agreement was executed on May 28, 2024.
  • The total amount of loan granted/sanctioned was USD 10,000,000.
  • The loan was unsecured; no security was provided by Jain Ikon.
  • The amount to be converted (AED 1,70,64,000) represents the entire outstanding balance as of August 24, 2026.

Related Party Transaction Status

Jain Ikon is a subsidiary of the Company and is therefore a related party. This transaction constitutes a related party transaction under Regulation 23 of the SEBI LODR Regulations. The conversion is being done at a price certified by a valuer and is on an arm's length basis.

Other Significant Terms

The agreement does not confer any special rights such as the right to appoint directors, first right to share subscription, or any right to restrict changes in the capital structure of the Company. It does not impact the management or control of the Company and involves no potential conflict of interest.