Spinaroo Commercial Limited has filed its annual declaration under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 for the financial year 2025-26. The disclosure, submitted to BSE Limited on April 6, 2026, confirms that the company's promoters have not created any encumbrance on their shareholdings during the reporting period.

Regulatory Compliance Declaration

The annual declaration was submitted in accordance with Regulation 31(4) read with Regulation 31(5) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011. Company Secretary and Compliance Officer Megha Khanna (ACS 39062) filed the disclosure on behalf of the company with BSE Limited, where the company's shares are listed under scrip code 544392.

Promoter Group Structure

The company's promoter group consists of five entities holding shares across individual and HUF categories. The detailed shareholding structure reveals the distribution of ownership among key stakeholders:

Key Declaration Details

Aditya Todi, representing the promoter group, submitted the declaration dated April 1, 2026, confirming that promoters and persons acting in concert have not created any encumbrance on company shares during FY 2025-26. The declaration was addressed to both the company's Audit Committee and BSE Limited, ensuring comprehensive regulatory compliance.

Corporate Information

Spinaroo Commercial Limited, formerly known as Spinaroo Commercial Private Limited, operates under CIN L74999WB2012PLC184812. The company maintains its registered office and manufacturing units at Jalan Industrial Complex in Howrah, Kolkata. The annual disclosure represents part of the company's ongoing commitment to regulatory transparency and corporate governance standards.

Spinaroo Commercial Limited has successfully executed a tripartite agreement on 10th March, 2026, formalizing the transition of its registrar and share transfer agent (RTA) services. The agreement marks the completion of the company's previously announced change from Cameo Corporate Services Limited to Niche Technologies Private Limited as its new RTA.

Regulatory Compliance and Timeline

The execution follows SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, specifically Regulation 7(4), which mandates such agreements during RTA changes. The company had initially intimated BSE Limited about this transition on 25th July, 2025, and appointed the new RTA effective May 20, 2025, through a Board Resolution dated the same day.

Parties to the Agreement

The tripartite agreement involves three key entities with specific roles and responsibilities:

Issuer Company:

• Spinaroo Commercial Limited (formerly Spinaroo Commercial Private Limited)
• Registered Office: Jalan Industrial Complex Gate-1, Right Lane-6 P.O. Jangalpur, Begri Gram Panchayat, Howrah- 711411, West Bengal
• CIN: L74999WB2012PLC184812

Outgoing RTA:

• Cameo Corporate Services Limited
• SEBI Registration No: INR000003753
• Registered Office: Subramanian Building no. 1, Club House Road, Chennai - 600002, Tamil Nadu

New RTA:

• Niche Technologies Private Limited
• SEBI Registration No: INR000003290
• Registered Office: 3A, Auckland Place, 7th Floor, Room Nos. 7A & 7B, Kolkata - 700 017, West Bengal

Key Agreement Provisions

The comprehensive agreement establishes detailed protocols for the transition process. The existing RTA has handed over all records, data, and documents within one month from the termination date, with the company obtaining a "No Objection Certificate" from Cameo Corporate Services after settling all outstanding dues.

The agreement includes provisions for independent auditor verification, with sample checks conducted on transferred records. Capital reconciliation has been performed to ensure accuracy across NSDL holdings, CDSL holdings, and physical shareholding. The existing RTA will preserve soft copies of transferred data for three years post-handover.

Liability and Responsibility Framework

The agreement clearly delineates liability periods, with all responsibilities prior to the cut-off date remaining with the issuer and existing RTA. The new RTA assumes responsibility for all share transfer activities post-transition, except for liabilities arising from good faith execution based on data received from previous parties.

Regulatory Framework

The transition complies with multiple regulatory requirements, including Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agent) Regulations, 1993, and SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015. The agreement incorporates provisions for future regulatory changes and requires submission to stock exchanges where the company's shares are listed.

The document was signed by authorized representatives: R.D. Ramasamy (Director) for Cameo Corporate Services, Aditya Todi (Director) for Spinaroo Commercial, and Ashok Sen (Manager - EDP) for Niche Technologies, with witness signatures completing the formal execution process.