Key Transaction Details

  • Transaction Type: Conversion of an outstanding unsecured loan into equity shares
  • Total Loan Amount: ₹25,00,00,000 (Rupees Twenty-Five Crores)
  • Shares Allotted: 1,05,04,201 (One Crore Five Lakh Four Thousand Two Hundred One) fully paid-up equity shares
  • Face Value: Rs. 10 per share
  • Issue Price: Rs. 23.80 per equity share
  • Total Consideration: Rs. 24,99,99,983.80 (approximately Rs. 25 Crores)
  • Valuation Basis: Valuation report issued by IBBI Registered Valuer Kzen Valtech Private Limited (RV Registration No. IBBI/RV-E/05/2022/164)

Transaction Timeline

  • Previous Intimation: June 18, 2026 (regarding proposed acquisition)
  • Allotment Date: June 22, 2026 (confirmed via communication from CARYA)
  • Current Status: Company is completing corporate action for credit of allotted shares into its Demat account

Shareholding Impact

  • Pre-acquisition holding: 95.44%
  • Post-acquisition holding: 96.06%
  • Shares Acquired: 1,05,04,201 equity shares

Regulatory and Approval Framework

  • SEBI Regulation: Disclosure made under Regulation 30 read with Schedule III of SEBI Listing Regulations
  • SEBI Circular Reference: HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026
  • Related Party Transaction: Yes, as CARYA is a material subsidiary
  • Arm's Length Basis: Confirmed as transaction conducted at fair market value
  • Approvals Obtained:
  • Audit Committee and Board of Directors approval dated March 29, 2025
  • Board of Directors approval dated July 28, 2025
  • Shareholders' approval
  • Additional Approvals: No other governmental or regulatory approvals required

Target Entity Details (CARYA)

  • Full Name: Carya Chemicals & Fertilizers Private Limited
  • Incorporation Date: May 22, 2013 under Companies Act, 2013
  • Authorized Share Capital: ₹92 Crore
  • Paid-up Capital: ₹65.80 Crore
  • Business Operations:
  • Main object: Brewers, distilleries, manufacturers of beer, wine, spirits, aerated waters, and liquor including Indian made foreign liquor and country liquor
  • Operational bottling plant for Indian Made Foreign Liquor and Country Liquor (commenced commercial operations April 2025)
  • Distillery for manufacture of Extra Neutral Alcohol currently under construction
  • Geographic Presence: India
  • Financial Performance:
  • FY 2025-26 Turnover: ₹87.11 Crore
  • FY 2024-25 Turnover: Nil
  • FY 2023-24 Turnover: Nil

Transaction Structure

  • Consideration Type: Conversion of outstanding unsecured loan (no cash consideration)
  • Total Acquisition Cost: ₹24,99,99,983.80
  • Completion Status: Allotment completed, shares pending credit to demat account