Synthiko Foils Limited announced its unaudited financial results for the quarter and nine months ended December 31, 2025, revealing a challenging operational period marked by revenue decline and operational restructuring. The company also made significant leadership and strategic changes during the quarter.

Financial Performance Overview

The company's standalone financial performance showed a marked deterioration in the third quarter of FY26. Synthiko Foils reported zero revenue from operations in Q3 FY26, a significant decline from ₹499.41 lakhs recorded in the corresponding quarter of the previous year.

Nine-Month Performance Analysis

Despite the quarterly challenges, the nine-month performance presented a different picture due to an exceptional item. For the nine months ended December 31, 2025, Synthiko Foils reported a standalone net profit of ₹186.76 lakhs compared to ₹36.96 lakhs in the corresponding period of the previous year.

Leadership Appointment

The Board of Directors approved the appointment of Mr. Rajdeep Kishor Gajjar as Chief Financial Officer and Key Managerial Personnel with effect from February 12, 2026. Mr. Gajjar is a qualified Chartered Accountant with a Master's degree in commerce and brings over a decade of experience in financial planning, taxation, accounts, and internal control frameworks.

Strategic Acquisitions and Corporate Actions

Synthiko Foils completed two significant acquisitions during the period. The company acquired 2,13,641 equity shares representing 100% of DC&T Global Private Limited through a share swap arrangement effective December 24, 2025. In consideration, the company allotted 1,36,08,849 equity shares at ₹769.16 per share, aggregating to ₹1,046.73 crore.

Additionally, the company acquired 1,00,000 equity shares representing 99% of BESS Limited's paid-up share capital pursuant to an agreement dated June 24, 2025.

Consolidated Results Impact

The consolidated financial results reflected the impact of these acquisitions. The consolidated net loss for Q3 FY26 was ₹121.78 lakhs compared to a profit of ₹3.07 lakhs in Q3 FY25. The consolidated results included subsidiaries DC&T Global Private Limited and BESS Limited from their respective acquisition dates.

Share Capital Restructuring

The company completed a share consolidation approved by shareholders, converting every two equity shares of ₹5 each into one equity share of ₹10 each. Post the share swap arrangement, the total number of equity shares increased to 1,44,78,849 as of December 31, 2025, compared to 87,00,000 shares in the previous year.

Synthiko Foils has announced a major shareholding change following a substantial acquisition by its promoter group. The disclosure, filed under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, reveals significant changes in the company's ownership structure.

Acquisition Details

The acquisition involved the allotment of 76,21,258 equity shares to the promoter group through a preferential allotment mechanism. The transaction was structured as a share swap arrangement, with consideration provided other than cash.

Promoter Group Composition

The acquiring group consists of three entities acting in concert:

• Umesh Kumar Sahay (Primary Promoter)
• Abhishek Narbaria
• Sixth Venture Advisors LLP

Shareholding Changes

The transaction resulted in a substantial increase in the promoter group's stake in Synthiko Foils Limited. The following table illustrates the shareholding pattern before and after the acquisition:

Capital Structure Impact

The preferential allotment significantly altered Synthiko Foils' capital structure. The company's equity share capital expanded dramatically following this transaction.

Regulatory Compliance

The disclosure was filed in compliance with SEBI regulations governing substantial acquisitions. Umesh Kumar Sahay, identified as a promoter of Synthiko Foils Limited, submitted the required documentation to BSE Limited on December 24, 2025. The filing confirms that no encumbrances, voting rights other than shares, or convertible securities were involved in this transaction.

This acquisition represents one of the most significant changes in Synthiko Foils' ownership structure, with the promoter group now controlling over 81% of the company's voting rights.