Summary of Key Information:

Reporting Period (Quarter/Year): Not Specified

Nature of Filing / Announcement: Outcome of Board Meeting under Regulation 30 of SEBI Listing Regulations

Audit Opinion:

Not Specified

Key Financial Highlights:

Not Specified

Standalone Results:

Not Specified

Consolidated Results:

Not Specified

Segment-wise Performance:

Not Specified

Corporate Actions:

Increase in Authorized Share Capital:

  • Current authorized share capital: INR 115,00,00,000 (divided into 11,50,00,000 equity shares of INR 10 each)
  • Proposed increase to: INR 150,00,00,000 (divided into 15,00,00,000 equity shares of INR 10 each)
  • Subject to shareholder approval

Preferential Issue:

  • Investor: Rasmalai Limited (Cyprus company, PAN AANCD0341F)
  • Total investment: INR 31,50,00,02,910.60 (Three Thousand One Hundred Fifty Crores Two Thousand Nine Hundred Ten and Sixty Paisa)
  • Securities issued:
  • Up to 1,30,26,516 equity shares at INR 985.17 per share (aggregate INR 12,83,33,32,767.72)
  • Up to 1,89,47,664 warrants at INR 985.17 per warrant (25% upfront, 75% on exercise)
  • Post-issue stake: 24.87% of fully diluted share capital
  • Floor price: INR 984.70 per security (determined as per SEBI ICDR Regulations)
  • Issue price: INR 985.17 per security (including premium of INR 975.17)
  • Relevant date for floor price: September 15, 2026

Warrants Details:

  • Each warrant convertible to 1 equity share of INR 10 face value
  • 25% upfront payment (INR 246.29 per warrant), 75% payable on exercise (INR 738.88 per warrant)
  • Tenure: 15-18 months from allotment date
  • No dividend or voting rights for warrants
  • Shares issued on exercise will rank pari passu with existing shares
  • Un-exercised warrant amounts will be forfeited as per SEBI ICDR Regulations

Investment Agreement:

  • Executed on September 17, 2026 between Company, Rasmalai Limited, and Promoters (Dr. Ajay Kumar Tyagi, Dr. Kapil Kumar, Dr. Neena Tyagi, Dr. Manju Tyagi)
  • Promoters current holding: 5,37,62,672 equity shares (55.80% of pre-issue capital)
  • Conditions precedent: Shareholder approval, regulatory approvals including Competition Commission of India
  • Customary representations and warranties covered by warranties and indemnities insurance

Special Rights to Investor:

  • Right to nominate up to 2 non-executive directors
  • Right to nominate 1 director each on audit committee and nomination and remuneration committee (subject to shareholding thresholds)
  • Customary reserved matters requiring affirmative vote
  • Pre-emptive rights on future preferential issues

Special Rights to Promoters:

  • Right to nominate majority non-independent directors
  • Right to nominate 1 director each on audit committee and nomination and remuneration committee
  • Customary reserved matters requiring affirmative vote
  • Promoters subject to 3-year lock-in period from Closing Date

Upside Share Arrangement:

  • Upon Investor divestment achieving minimum 3x MOM return, Mr. Ajay Tyagi entitled to portion of Investor's profits
  • Payment through transfer of equity shares or cash equivalent
  • Subject to public shareholder approval under Regulation 26(6) of Listing Regulations

Extraordinary General Meeting:

  • Scheduled for October 15, 2026 at 11:00 AM IST via video conference
  • Agenda items: Increase in authorized capital, preferential issue, adoption of restated articles, grant of special rights, upside share arrangement

Other Significant Information:

  • The Investor will be classified as a public (non-promoter) shareholder
  • No change in control of the Company
  • The transaction does not qualify as a related party transaction
  • Allotment to be in dematerialized form within SEBI ICDR Regulations timelines