Date: 18th July, 2026

Board Meeting Outcomes

  • The Company has received Observation Letters from BSE Limited and National Stock Exchange of India Limited dated July 17, 2026 regarding the proposed Scheme of Arrangement
  • The Scheme involves arrangement amongst Magnum Ventures Limited (Demerged Company) and Magnum Paperz Limited (Resulting Company) and their respective shareholders and creditors
  • The Scheme is under Sections 230 to 232 read with section 66 and other applicable provisions of the Companies Act, 2013

Regulation, Compliance & Legal Disclosures

SEBI Comments and Requirements:

SEBI vide its Letter dated July 17, 2026 provided the following comments on the draft scheme:

  • Disclosure of all ongoing adjudication & recovery proceedings, prosecution initiated and enforcement actions against the Company, its promoters and/or directors before NCLT and shareholders
  • Display additional information submitted after filing the Scheme on company and exchange websites
  • Ensure compliance with SEBI circulars issued from time to time
  • Transfer all liabilities of Demerged Company to Resulting Company
  • Include information about unlisted companies in abridged prospectus format (Part E of Schedule VI of ICDR Regulations, 2018) in explanatory statement
  • Ensure financials in scheme including valuation report are not more than 6 months old
  • Prominently disclose scheme details in notice to shareholders

Specific Shareholder Disclosure Requirements:

The following must be disclosed in explanatory statement to shareholders:

  • The revised scheme of arrangement submitted to SEBI dated July 13, 2026
  • Details of non-compliance with Takeover Regulations and pending Settlement Applications filed with SEBI
  • Need for demerger, rationale, synergies, impact on shareholders, and cost benefit analysis
  • Value of Assets and liabilities being transferred from MVL to MPL and post-scheme balance sheets
  • Impact on revenue generating capacity of MVL with future prospects
  • Financial details for last 3 years in specified format:

| Particulars | FY 2025-26 | FY 2024-25 | FY 2023-24 |

| Revenue from Operations (Rs.) | | | |

| Profit After Tax (Rs.) | | | |

| EBIDTA | | | |

| YoY growth rate of Revenue (%) | | | |

| YoY growth rate of PAT (%) | | | |

| EPS | | | |

| Industry growth rate (%) | | | |

  • Recommendation of share entitlement ratio dated February 27, 2026 from Mallika Goel, Registered Valuers and clarification letter dated July 10, 2026
  • Details of actions initiated, pending or completed against entities and promoters/directors
  • No Objection Certificate from lending scheduled commercial banks/financial institutions/debenture trustees

Additional Requirements:

  • Equity shares issued under Scheme must be in demat form only
  • No changes to draft scheme except those mandated by regulators without specific written SEBI consent
  • Incorporate SEBI/Exchange observations in petition to NCLT
  • Comply with all applicable provisions of Companies Act, 2013 including creditor consent
  • Disclose No-Objection letter on company website within 24 hours of receipt
  • Validity of Observation Letter is six months from date of letter (July 17, 2026)

Listing Conditions for Magnum Paperz Limited

Listing subject to SEBI granting relaxation under Rule 19(2)(b) of Securities Contract (Regulation) Rules, 1957 and compliance with SEBI circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023

Specific Conditions:

1. Submit Information Memorandum with public issue disclosure requirements to exchanges for website publication

2. Publish newspaper advertisement with all Magnum Paperz details per SEBI circular, referencing Information Memorandum

3. Disclose all material information about Magnum Paperz on continuous basis

4. Incorporate following provisions in scheme:

  • "Shares allotted pursuant to Scheme shall remain frozen in depository system till listing/trading permission"
  • "No change in shareholding pattern between record date and listing"

Additional NSE Requirements:

  • Information Memorandum must include disclaimer clause
  • Steps for listing must be completed and trading must commence within sixty days of NCLT order receipt
  • File compliance status report with exchange

Exchange Positions

  • BSE and NSE have conveyed "no adverse observations" with reference to listing/delisting/continuous listing requirements
  • The approval does not constitute clearance or approval of the scheme by SEBI or exchanges
  • Exchanges reserve right to withdraw 'No adverse observation' if information is incomplete/incorrect/misleading/false