Arman Holdings Limited has received a disclosure from Sanjay Otawat regarding the disposal of substantial shareholding under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The disclosure, dated February 18, 2026, was submitted to BSE Limited where the company's shares are listed under scrip code 538556.

Transaction Details

The disposal involved Varigate Advisory Services (P) Ltd and Sanjay Otawat, who are acting in concert but do not belong to the promoter or promoter group. The transaction details are summarized below:

Shareholding Pattern Changes

The disposal resulted in changes to the combined shareholding of the entities acting in concert:

Company Capital Structure

Arman Holdings Limited's equity share capital structure remained unchanged following the transaction:

Regulatory Compliance

The disclosure was made in compliance with SEBI regulations governing substantial acquisitions and disposals. Key compliance details include:

• PAN Details: Varigate Advisory Services (P) Ltd (AADCV4728J) and Sanjay Otawat (AAEPO7603F)
• Stock Exchange: BSE Limited
• Regulation: SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
• Filing Date: February 18, 2026

The entities confirmed they do not belong to the promoter or promoter group of Arman Holdings Limited. The disclosure includes detailed shareholding patterns before and after the transaction, ensuring transparency in substantial shareholding changes as mandated by SEBI regulations.

Arman Holdings Limited has issued a comprehensive postal ballot notice seeking shareholder consent for several key corporate resolutions that will shape the company's future operations and governance structure.

Key Resolutions for Shareholder Approval

The postal ballot notice dated September 30, 2025, presents four critical resolutions for shareholder consideration:

Voting Timeline and Process

The company has established a structured timeline for the postal ballot process with specific dates for shareholder participation:

Business Expansion and Diversification Plans

The proposed amendments to the Memorandum of Association reflect the company's strategic diversification plans across multiple sectors. The new object clauses encompass communications and media business, including celebrity management, event management, television production, and OTT platform content creation. The expansion also covers chemical manufacturing, information technology services, artificial intelligence solutions, and general trading activities.

The chemical business segment includes manufacturing and trading of heavy and light chemicals, pharmaceutical chemicals, agricultural chemicals, fertilizers, and petrochemicals. The IT segment encompasses software development, AI-based solutions, machine learning, data analytics, and digital transformation services.

Corporate Governance Updates

The company proposes adopting new Articles of Association aligned with the Companies Act 2013, replacing the existing framework based on the erstwhile Companies Act 1956. This modernization ensures compliance with current regulatory requirements and enhances corporate governance standards.

Financial Flexibility Enhancement

Under the third special resolution, shareholders are asked to approve inter-corporate transactions including loans, investments, guarantees, and securities up to Rs.100.00 crore. This authorization will provide the Board of Directors with enhanced financial flexibility to pursue strategic opportunities and optimize fund utilization.

Director Appointment Details

Mrs. Krishna Hareshbhai Bhatt, appointed as Additional Independent Director on January 16, 2026, requires shareholder regularization for a five-year term until January 15, 2031. She brings extensive experience in IPO management, corporate governance, and regulatory compliance, currently serving as Company Secretary at Gopin Semicon Private Limited and holding independent directorships at Boss Packaging Solutions Limited and 7NR Retail Limited.

Compliance and Communication

The postal ballot notice complies with MCA circulars and will be distributed electronically to eligible shareholders who have registered their email addresses with depositories or the company's registrar, Adroit Corporate Services Private Limited. The company emphasizes that physical copies will not be sent, requiring shareholders to participate through remote e-voting only.