Key Board Approvals and Discussions

The Board of Directors meeting was held at the company's registered office (14, N.S. Road, 2nd Floor, Kolkata - 700001) from 6:00 PM to 8:30 PM IST on 13th July 2026.

1. Increase in Authorized Share Capital

The Board approved a proposal to increase the company's authorized share capital from ₹24,25,00,000 (Rupees Twenty Four Crores Twenty-Five Lakhs only), divided into 24,25,00,000 equity shares of Re. 1/- each, to ₹51,80,00,000 (Rupees Fifty One Crores Eight Lakhs only), divided into 51,80,00,000 equity shares of Re. 1/- each. This represents an increase of ₹27,55,00,000 (Rupees Twenty Seven Crores Fifty-Five Lakhs), divided into 27,55,00,000 equity shares. This approval is subject to shareholder approval in an upcoming Extra Ordinary General Meeting (EGM).

2. Alteration of Memorandum of Association

The Board approved the alteration of Clause-V (capital clause) of the Memorandum of Association pursuant to the increase in authorized share capital, subject to member approval in the ensuing EGM.

3. Acquisition of Rajal Lefin & Commercial Private Limited (RLCPL)

The Board took a final decision on the acquisition of 100% equity shareholding of M/s Rajal Lefin & Commercial Private Limited (RLCPL), which had received initial approval in the board meeting held on 26th June 2026.

  • Acquisition Details: The company will acquire 45,85,860 equity shares of RLCPL (face value Rs. 10/- each) from its existing shareholders.
  • Purchase Consideration: The total purchase consideration is ₹27,51,51,600 (Rupees Twenty-Seven Crore Fifty-One Lakh Fifty One Thousand Six Hundred Only).
  • Price per Share: The acquisition price is ₹60 (Rupees Sixty Only) per equity share of RLCPL.
  • Mode of Payment: The entire consideration will be discharged through a share swap by issuing and allotting equity shares of Sharp Investments Limited.
  • Post-Acquisition Status: Upon completion, RLCPL will become a wholly-owned subsidiary of Sharp Investments Limited.

The Board took on record the Valuation Report for the target company (RLCPL) issued by Registered Valuer Nikita Khetan (IBBI Reg. no. IBBI/RV/05/2022/14880) and the due-diligence reports issued by Practising Company Secretary Pankaj Kumar Modi (C.P No. 12472).

4. Preferential Allotment of Equity Shares

To facilitate the acquisition, the Board approved the offer, issue, and allotment of 27,51,51,600 equity shares of Sharp Investments Limited (face value Re. 1/- each) at an issue price of Re. 1/- per share on a preferential basis.

  • Allottees: The shares will be allotted to the shareholders of RLCPL as consideration for the share swap.
  • Pricing: The issue price of Re. 1/- per share was determined in accordance with Chapter V of the SEBI (ICDR) Regulations, 2018.
  • Condition: This allotment is subject to shareholder approval in the ensuing general meeting.

The Board took on record the Valuation Report for Sharp Investments Limited issued by Registered Valuer Nikita Khetan and the Compliance and Pricing Certificates for the preferential issue.

5. Details of Preferential Allotment (Annexure-A)

The disclosure under Regulation 30 and SEBI Circular CIR/CFD/4/2015 dated September 09, 2015, provides the following details:

  • Type of Issuance: Preferential Allotment of Equity Shares
  • Total Securities: Up to 27,51,51,600 Equity Shares of Re. 1/- each
  • Issue Price: Rs. 1/- per share
  • Proposed Allottees: Non-promoters (shareholders of RLCPL)
  • Consideration: Other than cash (Share Swap)
  • Proposed Date of Allotment: Within 15 days from shareholders' approval or in-principle approval from stock exchanges/regulators, whichever is later.

6. List of Preferential Allottees (Annexure-1)

The specific allottees and the number of shares to be allotted to each are:

1. Wonderland Paper Suppliers Private Limited: 6,21,70,560 shares

2. Pears Mercantiles Private Limited: 2,81,71,680 shares

3. Multifold Plastic Marketing Private Limited: 4,10,03,880 shares

4. Shreyans Embroidery Machine Private Limited: 2,35,05,480 shares

5. Kwality Credit & Leasing Limited: 1,20,00,000 shares

6. Shree Nidhi Trading Co Limited: 2,40,00,000 shares

7. Burnpur Power Private Limited: 8,43,00,000 shares

Total: 27,51,51,600 shares

7. Annual General Meeting (AGM) and Other Appointments

  • The 49th AGM of the company is scheduled to be held on 7th August 2026 at 10:00 AM IST at Fortuna Tower, 23A, N.S. Road, Room No.12, 7th Floor, Kolkata 700001.
  • Mr. Mukesh Chaturvedi, Practicing Company Secretary (M.No. F 11063, C.P No. 3390), was appointed as the scrutinizer for the AGM.
  • The Board approved the Notice of the AGM and took on record the Board Report with annexures and certificates from the MD/CFO.
  • The Managing Director, Executive Director, and Company Secretary were authorized to send the AGM notice and conduct the meeting.

8. Limited Review of Unaudited Standalone Financial Results (Q1 FY27)

The Board reviewed the unaudited standalone financial results for the quarter ended 30th June 2026, which were reviewed by the audit committee and auditors, Beriwal & Associates.

Key Financial Highlights (Quarter Ended 30.06.2026 vs 30.06.2025):

  • Revenue from Operations: ₹6.43 Lakhs (vs ₹0.00 Lakhs)
  • Other Income: ₹5.98 Lakhs (vs ₹0.00 Lakhs)
  • Total Revenue: ₹12.41 Lakhs (vs ₹0.00 Lakhs)
  • Total Expenses: ₹4.89 Lakhs (vs ₹8.10 Lakhs). Breakdown includes Employee benefits expense (₹0.49 Lakhs), Listing Fees (₹3.83 Lakhs), and Other expenses (₹0.57 Lakhs).
  • Profit/(Loss) Before Tax: Profit of ₹7.52 Lakhs (vs Loss of ₹8.10 Lakhs)
  • Tax Expense: ₹0.00 Lakhs
  • Profit/(Loss) for the Period: Profit of ₹7.52 Lakhs (vs Loss of ₹8.10 Lakhs)
  • Earnings Per Share (Basic): ₹0.311 (vs ₹-0.335)
  • Paid-up Share Capital: Remained constant at ₹24.21 Lakhs (24,21,000 shares of Re. 1/- each).

The company operates in a single business segment: Non-Banking Financial Services.

9. Authorizations

The Managing Director, Directors, and Company Secretary were authorized to sign all necessary applications, documents, and deeds and to file documentation with various authorities and stock exchanges for the preferential issue and other approved matters.

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