Transaction Details

The Board of Directors of Shlokka Dyes Limited, at its meeting held on July 31, 2026 (commenced at 11:30 a.m. and concluded at 12:00 p.m.), approved the acquisition of the business of Equinox Impex ("EI") on a slump sale basis.

Consideration: Aggregate cash consideration of ₹3,67,49,248.90 (Rupees Three Crore Sixty-Seven Lakh Forty-Nine Thousand Two Hundred Forty-Eight and Ninety Paise only), comprising:

  • ₹2,23,24,031.81 towards the business undertaking excluding trademark
  • ₹1,44,25,217.09 towards the trademark

Valuation: The consideration was determined on an arm's length basis based on independent valuation reports issued by Mr. Abhishek Chhajed, IBBI Registered Valuer.

Approvals: The transaction has been reviewed and approved by both the Audit Committee and the Board of Directors of the Company. No shareholder approval is required as the transaction falls below materiality thresholds.

Target Entity Details

Name: Equinox Impex ("EI")

Legal Structure: Sole proprietorship concern of Mr. Vaibhav Pravinchandra Shah

Business: Manufacturing, processing and dealing in synthetic organic dyes and allied chemical products for use in textile, paint, and paper industries, including export operations

Location: GIDC, C-42/63/64/6, Near Odhav Fire Station, Odhav, Ahmedabad, Gujarat – 382415, India

Financial Performance (Last 3 Years):

| Financial Year | Turnover (₹ crore) | Profit After Tax (₹ crore) |

| 2025-2026 | 47.01 | 0.28 |

| 2024-2025 | 75.69 | 0.27 |

| 2023-2024 | 57.20 | 0.34 |

Trademark: EI has developed and used the trademark "EQUINOX" (device mark) with trademark application no. 6661341 dated 09-10-2024 filed in Class 2, with user claim since 04-01-2011.

Related Party Transaction Aspects

Yes, this constitutes a related party transaction. Mr. Vaibhav Pravinchandra Shah, Managing Director of Shlokka Dyes Limited, is the proprietor of Equinox Impex.

Materiality Assessment:

  • Transaction value (₹3.67 crore) is below 10% of Company's standalone annual turnover for FY 2025-26 (₹81.94 crore, 10% being ₹8.19 crore)
  • Below ₹50 crore threshold applicable to SME listed entities
  • Below 10% of Company's standalone net worth as at March 31, 2026 (₹85.36 crore, 10% being ₹8.54 crore)
  • Below ₹100 crore threshold under Companies Act

Therefore, the transaction does not constitute a 'material related party transaction' and does not require shareholder approval.

Industry Classification

Specialty Chemicals

Objects and Impact of Acquisition

1. Business Synergy: EI's export trading of synthetic organic dyes is closely aligned with and complementary to Company's existing manufacturing business

2. Elimination of Group Conflict of Interest: Consolidation of promoter group businesses under listed entity to avoid potential conflicts

3. Operational Efficiency: Elimination of duplication in administrative, compliance, and support functions

4. Enhanced Market Access: Acquisition brings EI's existing export customer relationships and market access under listed entity

5. Not Diversification: Business is within Company's main line of business (manufacture of dyes and dye intermediates)

6. Expected Impact: Earnings accretive, augments export turnover and customer base, strengthens competitive position without material adverse impact

Regulatory Approvals

Not Applicable

Timeline for Completion

The transaction is expected to be completed within 30 days from the date of signing of Business Transfer Agreement (BTA)

Consideration Structure

Cash consideration only (no share swap or other forms)

Acquisition Structure

Slump sale acquisition of business undertaking as a going concern together with assets and liabilities, including the EQUINOX trademark. Not a share acquisition.

Control Acquired

Acquisition of all running operations and assets of Equinox Impex as set out in the Business Transfer Agreement.