Spinaroo Commercial Limited has successfully executed a tripartite agreement on 10th March, 2026, formalizing the transition of its registrar and share transfer agent (RTA) services. The agreement marks the completion of the company's previously announced change from Cameo Corporate Services Limited to Niche Technologies Private Limited as its new RTA.

Regulatory Compliance and Timeline

The execution follows SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, specifically Regulation 7(4), which mandates such agreements during RTA changes. The company had initially intimated BSE Limited about this transition on 25th July, 2025, and appointed the new RTA effective May 20, 2025, through a Board Resolution dated the same day.

Parties to the Agreement

The tripartite agreement involves three key entities with specific roles and responsibilities:

Issuer Company:

• Spinaroo Commercial Limited (formerly Spinaroo Commercial Private Limited)
• Registered Office: Jalan Industrial Complex Gate-1, Right Lane-6 P.O. Jangalpur, Begri Gram Panchayat, Howrah- 711411, West Bengal
• CIN: L74999WB2012PLC184812

Outgoing RTA:

• Cameo Corporate Services Limited
• SEBI Registration No: INR000003753
• Registered Office: Subramanian Building no. 1, Club House Road, Chennai - 600002, Tamil Nadu

New RTA:

• Niche Technologies Private Limited
• SEBI Registration No: INR000003290
• Registered Office: 3A, Auckland Place, 7th Floor, Room Nos. 7A & 7B, Kolkata - 700 017, West Bengal

Key Agreement Provisions

The comprehensive agreement establishes detailed protocols for the transition process. The existing RTA has handed over all records, data, and documents within one month from the termination date, with the company obtaining a "No Objection Certificate" from Cameo Corporate Services after settling all outstanding dues.

The agreement includes provisions for independent auditor verification, with sample checks conducted on transferred records. Capital reconciliation has been performed to ensure accuracy across NSDL holdings, CDSL holdings, and physical shareholding. The existing RTA will preserve soft copies of transferred data for three years post-handover.

Liability and Responsibility Framework

The agreement clearly delineates liability periods, with all responsibilities prior to the cut-off date remaining with the issuer and existing RTA. The new RTA assumes responsibility for all share transfer activities post-transition, except for liabilities arising from good faith execution based on data received from previous parties.

Regulatory Framework

The transition complies with multiple regulatory requirements, including Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agent) Regulations, 1993, and SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015. The agreement incorporates provisions for future regulatory changes and requires submission to stock exchanges where the company's shares are listed.

The document was signed by authorized representatives: R.D. Ramasamy (Director) for Cameo Corporate Services, Aditya Todi (Director) for Spinaroo Commercial, and Ashok Sen (Manager - EDP) for Niche Technologies, with witness signatures completing the formal execution process.

Spinaroo Commercial Limited successfully conducted its Extra Ordinary General Meeting (EGM) on March 11, 2026, at 12:30 P.M. through Video Conferencing and Other Audio Visual Means. The meeting addressed critical corporate actions with all proposed resolutions receiving overwhelming shareholder support.

Meeting Overview and Compliance

The EGM was conducted in compliance with Regulation 44(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Company Secretary and Compliance Officer Megha Khanna (ACS 39062) confirmed that all agenda items were passed with requisite majority. The meeting followed MCA Circulars and SEBI guidelines for virtual meetings, with physical attendance dispensed with due to regulatory provisions.

Ms. Sneha Agarwal, Practicing Company Secretary (ACS No-38284), served as the appointed scrutinizer for the e-voting process. The cut-off date for voting eligibility was set as March 4, 2026, with remote e-voting conducted from March 8, 2026, at 9:00 AM to March 10, 2026, at 5:00 P.M.

E-Voting Participation and Results

The voting process demonstrated strong shareholder engagement with comprehensive participation across different categories:

Resolution 1: Authorized Share Capital Increase

The first special resolution focused on increasing the company's authorized share capital. The voting breakdown showed unanimous support across all shareholder categories:

The resolution achieved 100% approval rate with no dissenting votes, indicating strong shareholder confidence in the capital structure enhancement.

Resolution 2: Preferential Share Issue for Acquisition

The second special resolution addressed the issuance of equity shares on preferential basis through share swap for acquiring Spino Poly Products Private Limited. This strategic acquisition received identical voting support:

The voting pattern mirrored Resolution 1, with all 4,535,340 votes cast in favor and zero opposition. The promoter and promoter group's 100% participation (3,333,340 votes) and public-non institutions' 32.83% participation (1,202,000 votes) demonstrated broad-based support for the acquisition strategy.

Regulatory Compliance and Documentation

The scrutinizer's report confirmed full compliance with statutory requirements under Section 108 of the Companies Act, 2013, and related rules. The e-voting process utilized NSDL's platform ( www.evoting.nsdl.com ), ensuring transparent and secure voting mechanisms. All voting records and related documentation remain under the scrutinizer's custody for proper preservation as per regulatory guidelines.

The successful completion of both resolutions positions Spinaroo Commercial Limited for enhanced capital structure and strategic expansion through the proposed acquisition of Spino Poly Products Private Limited.