Asset Sale Considerations

The Board addressed proposals concerning the Company's grain-based distillery undertaking at Village Bhadgaon, Taluka Gadhinglaj, District Kolhapur and other immovable properties:

  • Item 1: The Board noted two non-binding expressions of interest received on 8th September 2026 for the acquisition of the entire distillery undertaking. The proposals will only be considered further after receipt of valuation reports. No decision to accept or reject any proposal will be made before then. The identity of parties, proposed structures, and commercial terms were not disclosed as the proposals are unsolicited, non-binding, and subject to valuation. Particulars will be disclosed when the Board makes a decision.
  • Item 2: The Board noted an expression of interest received on 8th September 2026 from Seebhal Distillery Private Limited (a related party) for the purchase of three immovable properties not part of the distillery undertaking:
  • Land at Village Shendri, Taluka Gadhinglaj, District Kolhapur
  • Office premises at Patto Plaza, Panjim, Goa
  • Leasehold industrial plot at Corlim Industrial Estate, Goa

No decision was taken. The proposal was referred to the Audit Committee for consideration and recommendation. Any resulting transaction would require prior approval of the Audit Committee and, if material, shareholder approval under Regulation 23 of SEBI LODR Regulations and Section 188 of the Companies Act, 2013, and must be at not less than fair value determined by a registered valuer.

  • Item 3: The Board resolved to determine the fair value of:

1. The Company's 45 KLPD grain-based distillery at Village Bhadgaon, comprising land, buildings, plant & machinery, and all licences (including Form I and Form PLL licences for manufacturing Maharashtra Made Liquor).

2. The three immovable properties mentioned in Item 2.

Registered valuers will be appointed by the Audit Committee under Section 247 of the Companies Act, 2013. For the distillery, Mr. C. R. Rajesh Nair, Director, was authorized to propose suitable valuers to the Audit Committee, settle the valuation scope and terms, and execute engagement letters (remuneration to be fixed by Audit Committee). For the immovable properties, the Audit Committee will directly identify and instruct the valuer. Mr. Nair was also authorized to identify required advisers/professionals for matters in Items 1 and 2 and place their appointment terms before the Board.

  • Item 4: The Board resolved to require earnest money deposits from all interested parties (from Items 1 and 2) as a condition for continued consideration of their proposals. The deposit amount and payment manner will be determined by Mr. Nair for parties in Item 1 and by the Audit Committee for the party in Item 2. The deposit will be interest-free, refundable if a party is not selected or if no transaction proceeds, and forfeitable only if a selected party withdraws or fails to execute definitive documents within stipulated time. Terms will be uniform for all parties and subject to any required consent from the Company's secured lender.
  • Item 5: Mr. C. R. Rajesh Nair, Director, was authorized to engage with parties from Item 1, obtain necessary information/clarifications, negotiate indicative commercial terms, and report to the Board. Any new proposals for the distillery received after this meeting will also be negotiated and placed before the Board. No binding commitment or definitive agreement can be made without prior Board approval. Any sale, lease, or disposal of the undertaking will require shareholder special resolution under Section 180(1)(a) of the Companies Act, 2013, plus approvals from the secured lender and State Excise authorities. Noting that the 35th AGM notice for 29th September 2026 has already been issued, any required shareholder approvals for matters in Item 2 or Item 5 will be sought via postal ballot or EGM after Board decision.

New Business Initiatives (Licence Utilisation)

The Board approved several initiatives to utilize the licences held for the distillery:

  • Item 6: Approved entry into manufacturing Indian Made Foreign Liquor (IMFL) from grain-based spirit produced at the Company's distillery at Survey No. 990/1, Beradwadi, Village Bhadgaon, Taluka Gadhinglaj, District Kolhapur. This is under the existing Potable Liquour Licence in Form PLL sanctioned by the Home Department, Government of Maharashtra (Letter No. FLR-0626/Pra.Kra.109/RAUSHU-2 dated 24.08.2026). The grant of licence for 2026-27 was intimated to the Exchange on 16.09.2026. Mr. Nair was authorized to adopt brands, labels, and product specifications and register them with the Commissioner of State Excise, Maharashtra. The Consent to Operate from Maharashtra Pollution Control Board (05.01.2026) already permits IMFL, Maharashtra Made Liquor, and country liquor manufacture at the unit.
  • Item 7: Approved entry into manufacturing Maharashtra Made Liquor (MML), a subcategory of foreign liquor under Rule 3(6) of the Bombay Foreign Liquor Rules, 1963 (as amended by 2025 rules), requiring no separate licence. Mr. Nair was authorized to register the Company's MML brands and labels with the Commissioner of State Excise per conditions prescribed by the Government of Maharashtra Resolution dated 07.08.2025. MML is defined as foreign liquor manufactured within Maharashtra by a Form PLL licence holder using grain-based spirit. The conditions in the Government Resolution are challenged in Writ Petition No. 15506 of 2025 and connected petitions before the Bombay High Court, where the Company is an intervener. The Company currently meets these conditions and would remain eligible to manufacture MML even if they are set aside. The proceedings may affect eligibility conditions and the range of entitled manufacturers. The Company's IMFL entry (Item 6) is independent of this framework.
  • Item 8: Approved pursuing the grant of a Form CL-1 licence for manufacturing country liquor from grain-based spirit, for which the Company holds prior sanction from the Government of Maharashtra (Ref. CLR 112012/10794/138/5-ब dated 08.09.2017). This aims to utilize the distillery's licensed capacity across country liquor, IMFL, and MML. Mr. Nair was authorized to prosecute the pending proposal before licensing authorities. Grant is subject to the Maharashtra Prohibition Act, 1949 and relevant rules and licensing authority decisions.
  • Item 9: Authorized Mr. Nair to examine eligibility for a Form FL-II licence for retail sale of foreign liquor and, subject to examination, make appropriate applications and identify suitable premises within Maharashtra. Grant would be subject to the Maharashtra Prohibition Act, 1949 and relevant rules and licensing authority decisions.

Annexure Disclosure (New Line of Business)

Additional disclosures under SEBI Master Circular dated 11.11.2024:

  • Nature: Entry into manufacturing IMFL and separately into MML from grain-based spirit produced at the Company's own distillery.
  • Licence: Existing Form PLL under Maharashtra Distillation of Spirit and Manufacture of Potable Liquor Rules, 1966, sanctioned by Maharashtra Home Department (Letter No. FLR-0626/Pra.Kra.109/RAUSHU-2 dated 24.08.2026). Licence fee for 2026-27 paid as intimated on 16.09.2026. No separate licence needed for MML; only brand/label registration required.
  • Location: Survey No. 990/1, Beradwadi, Village Bhadgaon, Taluka Gadhinglaj, District Kolhapur, Maharashtra. MML may be sold only within Maharashtra through FL-II and FL-III licensees.
  • Rationale: To bring distillation and bottling capacity into production and supply MML (which attracts lower State excise duty than other IMFL) reserved for grain-based spirit produced within Maharashtra.
  • Timeline & Financials: Brand/label registration applications will be made. Production commencement subject to registration and excise/pollution control requirements. No significant additional capex envisaged beyond existing facilities. Working capital requirements for recommencing operations are being assessed. MPCB Consent to Operate (05.01.2026) already covers all products, so no further environmental approval needed. Exchange will be informed upon first brand registration.
  • Country Liquor Licence: Prior sanction for Form CL-1 licence held (Govt. of Maharashtra Ref. CLR 112012/10794/138/5-ब dated 08.09.2017); proposal for grant is pending with licensing authorities. MPCB consent covers grain spirit country liquor at 6,000 cases per day. Commencement subject to licence grant; Exchange will be informed upon grant.
  • Other: The MML eligibility conditions are subject to Bombay High Court proceedings (Writ Petition No. 15506/2025 and connected petitions), where the Company is an intervener. Registrations obtained while proceedings are pending are subject to final court orders. IMFL entry is independent of this framework. No related party transactions involved except as stated in Item 2.

Financial Impact

Financial impact of the proposed asset sales or new business initiatives is not quantified in the disclosure.