Minerva Ventures Fund, a Mauritius-based investment entity, has filed a disclosure under Regulation 29 of SEBI's Substantial Acquisition of Shares and Takeovers (SAST) Regulations, 2011, announcing its acquisition of a significant stake in elitecon international Limited. The disclosure reveals the fund's strategic entry into the Indian company through a substantial shareholding acquisition.

Acquisition Details

The transaction involved Minerva Ventures Fund acquiring 137088605 shares in Elitecon International Limited, representing 8.5761% of the company's total share and voting capital. The acquisition was executed through a combination of warrants issue and open market purchases, demonstrating a multi-channel approach to building the stake.

Pre and Post-Acquisition Holdings

Prior to this transaction, Minerva Ventures Fund held no shares in Elitecon International Limited. The disclosure confirms that the fund had nil holdings across all categories including shares carrying voting rights, encumbered shares, voting rights otherwise than by shares, and convertible instruments.

Following the acquisition, the fund's total holding stands at 137088605 shares, representing 8.5761% of both the total share capital and diluted share capital of the target company.

Company Structure and Compliance

Minerva Ventures Fund, headquartered at 11th Floor, Bramer House, Hotel Avenue, Ebene, Mauritius, has clarified that it does not belong to the promoter or promoter group of Elitecon International Limited. This classification positions the fund as a financial investor rather than a strategic or promoter entity.

Elitecon International Limited maintains its listing on the Bombay Stock Exchange (BSE), with the company's equity share capital and total voting capital remaining at 137088605 and 1598500000 respectively, both before and after the acquisition. The total diluted share capital also stands at the same figures post-acquisition.

Regulatory Framework

The disclosure was made in accordance with SEBI's SAST Regulations, which mandate reporting of substantial acquisitions exceeding specified thresholds. The filing includes comprehensive details of the transaction structure, shareholding patterns, and acquisition methodology, ensuring transparency in the capital market operations.

The document was executed in Mauritius on February 27, 2026, bearing the common seal of Minerva Ventures Fund and authorized signatures, completing the regulatory compliance requirements for the substantial acquisition disclosure.

Elitecon International Limited announced significant corporate developments following its board meeting held on February 27, 2026, including the resignation of an executive director and comprehensive updates on a proposed acquisition reversal.

Executive Director Resignation

The board took on record the resignation of Mr. Dayanand Ray from his position as Executive Director, effective February 27, 2026. In his resignation letter, Ray cited personal reasons for his departure and confirmed there were no other material reasons beyond those stated.

Ray expressed gratitude for the support received from fellow board members and colleagues during his tenure, requesting the board to relieve him from his executive duties.

Sunbridge Agro Acquisition Update

The board provided a comprehensive update on the proposed reversal of the acquisition of Sunbridge Agro Private Limited (SAPL). The company had entered into Share Purchase Agreements dated September 04, 2025, as part of its strategic objective to acquire controlling interest in SAPL.

Acquisition Implementation Challenges

The board identified several key issues affecting the transaction's implementation:

31.25% Free-Float Equity Stake:

• Substantial portion funded through company's internal sources
• Shares successfully transferred to the company
• Balance consideration intended to be funded from proposed Qualified Institutional Placement (QIP) proceeds
• QIP could not be concluded successfully, resulting in non-receipt of anticipated proceeds

44.99% Pledge-Float Equity Stake:

• Shares subject to existing pledge in favor of SBICAP Securities Limited
• Pledge release was a pre-condition for SPA implementation
• Pledged shares remain encumbered and continue as security for underlying credit exposure
• This portion of the transaction has not been executed

Board Resolution Approach

Following deliberations, the board took several decisive actions:

The board emphasized that no final binding decision has been made regarding acquisition reversal or cancellation. The matter remains subject to ongoing discussions and execution of definitive documentation.

Meeting Details and Compliance

The board meeting commenced at 06:30 P.M. and concluded at 07:30 P.M. on February 27, 2026. All disclosures were made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015.

The company confirmed that any material developments regarding the acquisition matter will be disclosed to stock exchanges in accordance with applicable regulatory requirements. The announcements were communicated to BSE Limited and The Calcutta Stock Exchange Ltd. as per standard listing compliance procedures.