Spinaroo Commercial Limited successfully conducted its Extra Ordinary General Meeting (EGM) on March 11, 2026, at 12:30 P.M. through Video Conferencing and Other Audio Visual Means. The meeting addressed critical corporate actions with all proposed resolutions receiving overwhelming shareholder support.

Meeting Overview and Compliance

The EGM was conducted in compliance with Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Company Secretary and Compliance Officer Megha Khanna (ACS 39062) confirmed that all agenda items were passed with requisite majority. The meeting followed MCA Circulars and SEBI guidelines for virtual meetings, with physical attendance dispensed with due to regulatory provisions.

Ms. Sneha Agarwal, Practicing Company Secretary (ACS No-38284), served as the appointed scrutinizer for the e-voting process. The cut-off date for voting eligibility was set as March 4, 2026, with remote e-voting conducted from March 8, 2026, at 9:00 AM to March 10, 2026, at 5:00 P.M.

E-Voting Participation and Results

The voting process demonstrated strong shareholder engagement with comprehensive participation across different categories:

Resolution 1: Authorized Share Capital Increase

The first special resolution focused on increasing the company's authorized share capital. The voting breakdown showed unanimous support across all shareholder categories:

The resolution achieved 100% approval rate with no dissenting votes, indicating strong shareholder confidence in the capital structure enhancement.

Resolution 2: Preferential Share Issue for Acquisition

The second special resolution addressed the issuance of equity shares on preferential basis through share swap for acquiring Spino Poly Products Private Limited. This strategic acquisition received identical voting support:

The voting pattern mirrored Resolution 1, with all 4,535,340 votes cast in favor and zero opposition. The promoter and promoter group's 100% participation (3,333,340 votes) and public-non institutions' 32.83% participation (1,202,000 votes) demonstrated broad-based support for the acquisition strategy.

Regulatory Compliance and Documentation

The scrutinizer's report confirmed full compliance with statutory requirements under Section 108 of the Companies Act, 2013, and related rules. The e-voting process utilized NSDL's platform ( www.evoting.nsdl.com ), ensuring transparent and secure voting mechanisms. All voting records and related documentation remain under the scrutinizer's custody for proper preservation as per regulatory guidelines.

The successful completion of both resolutions positions Spinaroo Commercial Limited for enhanced capital structure and strategic expansion through the proposed acquisition of Spino Poly Products Private Limited.

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.

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.

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:

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.