Spinaroo Commercial Limited Approves Preferential Issue and Share Swap Agreement for Strategic Acquisition

Spinaroo Commercial Limited's Board of Directors convened on February 14, 2026, to approve significant corporate restructuring initiatives, including a preferential equity issue and strategic acquisition through share swap arrangements. The meeting, held at the company's registered office, addressed key regulatory compliance requirements under SEBI regulations. Preferential Equity Issue Details The board approved the issuance of up to 7,89,000 equity shares of face value Rs. 10 each on a preferential basis. The shares will be issued at Rs. 59.02 per share, generating an aggregate amount of up to Rs. 4,65,66,780. Parameter Details Share Type Equity Shares Face Value Rs. 10 per share Issue Price Rs. 59.02 per share Total Shares Up to 7,89,000 Total Amount Rs. 4,65,66,780 Issue Basis Preferential allotment The preferential issue will be allocated to identified investors including promoters Aditya Todi and Amit Sultania, along with promoter group entities Aditya Todi HUF and Amit Sultania HUF. Strategic Share Swap Agreement The company entered into a share swap agreement with Spino Poly Products Private Limited to acquire a 39.45% equity stake. The transaction will be executed at a 1:1 swap ratio, meaning one equity share of Spino Poly Products Private Limited will be exchanged for one equity share of Spinaroo Commercial Limited. Transaction Details Specifications Target Company Spino Poly Products Private Limited Acquisition Stake 39.45% Swap Ratio 1:1 Transaction Type Share swap (non-cash) Industry Manufacturing (plastic and paper products) Following this acquisition, combined with the company's existing 11.55% stake acquired on September 15, 2025, Spinaroo Commercial Limited will hold a total 51% controlling stake in Spino Poly Products Private Limited. Authorized Capital Enhancement To facilitate these transactions, the board approved increasing the company's authorized share capital from Rs. 7,00,00,000 to Rs. 9,00,00,000, divided into 90,00,000 equity shares of Rs. 10 each. This enhancement requires amendment to the Capital Clause of the company's Memorandum of Association. Target Company Profile Spino Poly Products Private Limited, incorporated on December 29, 2020, operates in the manufacturing industry dealing with plastic and paper products. The company demonstrates substantial business operations with the following financial performance: Financial Year Turnover (Rs.) 2024-25 13,00,47,404.81 2023-24 17,14,59,111.22 2022-23 24,31,63,344.00 The target company maintains an authorized share capital of Rs. 2,00,00,000 and paid-up capital of Rs. 2,00,00,000. Regulatory Compliance and Approvals The board appointed Ms. Sneha Agarwal (Membership No: 14914), Practicing Company Secretary, as Scrutinizer to conduct the e-voting process. An Extraordinary General Meeting has been scheduled for March 11, 2026, at 12:30 P.M. through video conferencing to seek shareholders' approval for these initiatives. The valuation for determining the swap ratio was conducted by Mr. Anurag Singal, Registered Valuer (IBBI Regd. No. IBBI/RV/06/2022/14679), based on the Audit Committee's recommendation. The transaction is structured as a related party transaction requiring shareholders' approval through special resolution. The board meeting commenced at 12:00 P.M. and concluded at 01:00 P.M., with all decisions made in compliance with applicable statutory and regulatory requirements under the Securities and Exchange Board of India regulations. We’re building Scanx - to help you express your trading & investing idea, to help you analyse the markets better. Stock Markets are the true indicator of the growth of any country's economy. We are bullish on India, we are bullish on India's prospects to be one of largest economies of the world. We believe that Stock Markets provide an unique opportunity for all Indians to participate in the growth story of India. We are enabling the same for Indians. As financial services are becoming more accessible, there is now a large set of Indians today who are financially aware and literate. They value time and seek high quality products & services. Most screening, trading, investing platforms available today are more or less similar to each other, and they have not evolved with time. While both traders & investors have gotten smart about how they make money and build wealth, as users they have continued to use the same products, features, and platforms that were available for years with little or no innovation. We plan to change that - a technology-led platform built for super traders and long term investors.