Agribio Spirits Limited has disclosed the creation of a pledge by its promoter entity Rigmadirappa Investments Private Limited under SEBI Takeover Regulations. The formal disclosure was made on February 23, 2026, in compliance with Regulation 31(1) read with Regulation 28(3) of SEBI (Substantial Acquisition of Shares & Takeovers) Regulation, 2011.

Pledge Details and Financial Structure

Rigmadirappa Investments Private Limited, which holds 1858207 shares representing 17.07% of Agribio Spirits' total share capital, has pledged 310000 equity shares to Nidhi Castings and Alloys Private Limited. The pledge was created on February 12, 2026, as security for a loan facility.

Loan Facility Terms

The loan facility carries a maximum amount of ₹2 crore and has been structured for the personal use of the promoter entity. The facility has a tenure of 12 months, commencing from February 13, 2026, and concluding on February 12, 2027. The formal documentation was signed by Ashutosh Bajoria, Director of Rigmadirappa Investments Private Limited, on February 20, 2026.

Promoter Holdings Overview

The regulatory disclosure reveals the current shareholding pattern of Agribio Spirits' promoter group:

Regulatory Compliance and Risk Assessment

The pledge creation falls within regulatory thresholds as the encumbered shares represent less than 50% of the promoter's shareholding and less than 20% of the total share capital. Nidhi Castings and Alloys Private Limited, the beneficiary of the pledge, is identified as a private company and not a scheduled commercial bank, public financial institution, NBFC, or housing finance company.

The disclosure was formally authorized by Ratan Singh, Managing Director of Agribio Spirits Limited (DIN: 06818520), and Ashutosh Bajoria, Director of Rigmadirappa Investments Private Limited (DIN: 01399944), ensuring proper compliance with SEBI regulations. The company trades on BSE Limited under script code 539546.

Agribio Spirits Limited has issued a corrigendum to rectify a typographical error in its previous disclosure regarding the BSE observation letter for its amalgamation scheme. The company corrected the date of the BSE observation letter from the incorrectly stated February 17, 2027 to the accurate date of February 17, 2026.

Corrigendum Details and Date Correction

The company filed the corrigendum on February 19, 2026, addressing an inadvertent error in its February 18, 2026 disclosure. The corrected statement now reads that Agribio Spirits Limited received an observation letter dated February 17, 2026 from BSE Limited regarding the scheme of amalgamation, with BSE stating no adverse observations on the proposed scheme.

BSE Observation Letter Confirmation

The BSE observation letter, referenced as DCS/AMAL/RD/R37/4081/2025-26 and dated February 17, 2026, confirms that BSE Limited has no adverse observations on the scheme of amalgamation between Agribio Spirits Limited (transferee company) and Agribiotech Industries Limited (transferor company). This clearance enables the company to proceed with filing the amalgamation scheme before the National Company Law Tribunal (NCLT).

SEBI Guidelines and Compliance Framework

The BSE observation letter incorporates comprehensive guidelines from SEBI dated August 26, 2025, establishing specific compliance requirements for the amalgamation process. These guidelines mandate detailed disclosures including ongoing adjudication proceedings, financial data for the last three years, and comprehensive shareholder communication standards.

Key Disclosure Requirements

The companies must provide extensive information in their shareholder communications, including:

• Complete details of ongoing adjudication and recovery proceedings against the company, promoters, and directors
• Revenue, profit after tax, and EBITDA figures for all involved companies over the last three years
• Value of assets and liabilities being transferred from transferor to transferee company
• Post-merger balance sheet projections and financial implications for shareholders

Regulatory Process and Next Steps

The corrected disclosure maintains that all other contents of the original February 18, 2026 announcement remain unchanged. The company can now proceed with filing the amalgamation scheme with the NCLT, incorporating all SEBI guidelines and BSE observations into the tribunal petition. The regulatory framework requires specific written consent from SEBI for any changes to the draft scheme, except those mandated by regulators or tribunals.