Banganga Paper Industries Limited's Board of Directors has approved a comprehensive expansion and restructuring plan, with the Committee of Independent Directors subsequently endorsing the preferential issue proposals. The decisions mark a strategic shift for the company, including significant capital enhancement, strategic acquisition, and business diversification initiatives.

Independent Directors Approve Preferential Issue

The Committee of Independent Directors, in their meeting held on December 17, 2025, approved the proposed preferential allotment of 10.06 crore equity shares and 2.20 crore convertible warrants. The committee confirmed that the issue price of ₹1.45 per share is fair and reasonable, determined as per Chapter V of SEBI regulations.

The committee noted that the offer price includes a control premium due to the anticipated change in control following the preferential allotment and completion of the open offer.

Capital Structure Enhancement

The board approved a substantial increase in the company's authorized share capital from ₹12.00 crores to ₹36.00 crores, representing a three-fold expansion. The enhanced capital structure will comprise 36 crore equity shares of ₹1.00 each, subject to shareholder approval.

Strategic Acquisition of CMJ Breweries

The company has approved the acquisition of a 78.90% equity stake in CMJ Breweries Private Limited for ₹21.90 crores. CMJ Breweries operates as the largest brewery in Northeast India with its registered office in Shillong, Meghalaya.

CMJ Breweries achieved a standalone turnover of ₹252.00 crores for the financial year 2024-25. The acquisition represents a strategic diversification into the alcoholic beverages sector, specifically beer manufacturing.

Corporate Restructuring Initiatives

The board approved several significant corporate changes including the sale of 99.96% equity shares in subsidiary Banganga Paper Mills Limited for ₹11.22 crores. The company also proposed changing its name from "Banganga Paper Industries Limited" to "Asgard Alcobev Limited," subject to availability and regulatory approvals.

The comprehensive restructuring plan positions the company for diversified growth while maintaining its core operations, with all major decisions subject to shareholder and regulatory approvals.

Banganga Paper Industries Limited has strengthened its Board of Directors with the appointment of two seasoned industry professionals as Independent Directors. The appointments were approved during a Board meeting held on December 16, 2025, following recommendations from the company's Nomination and Remuneration Committee.

Board Appointments

The company has appointed the following individuals as Additional Directors in the category of Independent Directors:

Terms of Appointment

Both directors have been appointed under specific terms that align with regulatory requirements:

Professional Background

Mr. Venkatesh Prabhu

Mr. M.S. Venkatesh Prabhu brings over four decades of experience in the brewery, distillery, and ethanol plant EPC sector in India and globally. As the Founder Chairman of VP Global Holdings Pvt. Ltd., he is regarded as a pioneer in setting up several breweries and distilleries across India. His extensive career includes senior leadership positions with multinational organizations including United Breweries Ltd., Shaw Wallace Company Ltd., Belawadi Group, and Yuksom Breweries Pvt. Ltd. An engineer by profession, he has a strong track record in visionary leadership, strategic planning, and execution of greenfield and brownfield projects.

Mr. Ravindranathan M

Mr. Ravindranathan M is a senior brewery consultant with over five decades of experience in the brewing industry. His expertise covers brewery operations, production, quality management, and project execution in India and overseas. He has held senior leadership and plant head roles with leading brewing organizations including United Breweries Group, Shaw Wallace Group, Sona Group (Nigeria), and Champion Breweries Plc. A chemistry graduate by qualification, he is widely recognized for his expertise in commissioning greenfield breweries, reviving sick units, capacity expansion, and new product development. He has played a key role in the successful execution and stabilization of multiple brewing projects.

Regulatory Compliance

The appointments have been made in accordance with:

• Applicable provisions of the Companies Act, 2013
• SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
• Regulation 30 disclosure requirements
• SEBI Circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024

The company has confirmed that both individuals are not debarred from holding the office of Directors by virtue of SEBI order or any other such authority. Neither director is related to any existing Director on the Board of the Company.

Meeting Details

The Board meeting commenced at 3:00 PM and concluded at 7:45 PM on December 16, 2025. The appointments were disclosed to BSE Limited in compliance with applicable listing regulations and will require formal approval from shareholders at the company's next General Meeting.