Down Subsidiary Allots 50,000 Equity Shares Worth Rs. 5,00,000

Bengal & Assam Company Limited has announced a significant equity allotment by its step-down subsidiary, marking an important corporate development within the group structure. The company disclosed this transaction under regulatory compliance requirements to the stock exchange. Share Allotment Details JK Agri Research Services Limited (JKARSL), a step-down subsidiary of J.K. Fenner (India) Limited, has completed the allotment of equity shares to strengthen its capital structure. The transaction involves strategic shareholding changes within the group companies. Parameter: Details Shares Allotted: 50,000 equity shares Face Value: Rs. 10/- each Issue Price: At par (Rs. 10/-) Total Value: Rs. 5,00,000 Payment Mode: Cash Allottee: Sridharnath Research Limited (SRL) Shareholding Impact The equity allotment has resulted in a substantial change in the ownership structure of JKARSL. Sridharnath Research Limited, which was already an existing shareholder, has significantly increased its stake in the company. Shareholding Metric: Before Allotment After Allotment SRL's Stake in JKARSL: 51% 91.83% Change: - +40.83% Corporate Structure and Compliance The transaction involves multiple layers of the corporate structure, with JKARSL being a step-down subsidiary of J.K. Fenner (India) Limited (JKFIL), which is classified as a material subsidiary of Bengal & Assam Company Limited. Both JKARSL and SRL are connected through their relationship with JKFIL, making them fellow subsidiaries within the group. The disclosure was made in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring transparency in material corporate actions. The company had previously communicated about this matter through a letter dated 8th January, 2025, indicating ongoing regulatory compliance and stakeholder communication. Key Transaction Highlights Strategic consolidation: The allotment represents internal restructuring within the group Significant control increase: SRL's shareholding jumped from majority to super-majority stake Cash transaction: The entire Rs. 5,00,000 consideration was paid in cash Regulatory compliance: Full disclosure made under SEBI listing regulations This equity allotment reflects the group's internal capital allocation strategy and strengthens the ownership structure within the subsidiary network of Bengal & Assam Company Limited. Bengal & Assam Company Limited has announced a postal ballot to seek shareholder approval for relocating its registered office from West Bengal to Haryana. The company issued the notice under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, marking a significant corporate restructuring initiative. Board Approval and Rationale The Board of Directors approved the proposal during their meeting held on February 13, 2026. The company stated that the relocation aims to achieve administrative convenience and improve operational efficiency. The current registered office is located at 7, Council House Street, Kolkata, West Bengal – 700001, and the company seeks to move to the State of Haryana. Parameter: Details Current Location: 7, Council House Street, Kolkata, West Bengal – 700001 Proposed Location: State of Haryana Board Meeting Date: February 13, 2026 Notice Date: February 23, 2026 Voting Schedule and Process The company has established a comprehensive timeline for the postal ballot process. Remote e-voting will be conducted exclusively through Central Depository Services (India) Limited (CDSL) platform, with no physical voting options available. Timeline: Date and Time Cut-off Date: Friday, February 27, 2026 E-voting Commencement: Saturday, March 7, 2026, 10:00 A.M. E-voting Conclusion: Sunday, April 5, 2026, 5:00 P.M. Result Declaration: On or before April 7, 2026 Regulatory Requirements The proposed relocation requires multiple approvals under the Companies Act, 2013. The resolution must be passed as a Special Resolution through postal ballot, as mandated by Sections 12, 13, and 110 of the Companies Act, 2013, read with relevant rules. Key regulatory aspects include: Approval from Central Government through Regional Director, Eastern Region, Ministry of Corporate Affairs Amendment to Clause 2 of the Memorandum of Association Compliance with Companies (Incorporation) Rules, 2014 Adherence to postal ballot procedures under Companies (Management and Administration) Rules, 2014 Scrutinizer Appointment The Board has appointed Shri Amar Nath Jaiswal, Partner of NNA & Associates, Company Secretary in Practice (Certificate of Practice No. 14629), as the Scrutinizer for conducting the postal ballot process. The Scrutinizer will ensure fair and transparent voting procedures and prepare a comprehensive report on the voting results. Digital-Only Process In compliance with MCA circulars, the company is conducting the postal ballot entirely through electronic mode. The notice has been dispatched only to members whose email addresses are registered with the company, depositories, or the Registrar and Share Transfer Agent. Members requiring physical copies can request them by contacting the company at specified email addresses. Impact Assessment The company has assured that the proposed change will not adversely affect any stakeholders. According to the statement under Section 102 of the Companies Act, 2013, the relocation will not be detrimental to public interest or impact creditors, operations, or employees negatively. The Board recommends the resolution for shareholder approval, emphasizing the operational benefits of the proposed move. 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