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Bartronics India Ltd. Capital/Financing Update 2026

Jan 8, 2026

64057_rns_2026-01-08_5c3435f5-fc22-4c76-9661-6263450c76a0.pdf

Capital/Financing Update

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Date: 08[th] January, 2026

To,
BSE Limited,
Listing Department, P.J. Towers, Dalal
Street, Mumbai – 400 001
Scrip Code: 532694
To,
National Stock exchange of India Limited,
Exchange Plaza, C-1, Block G,
Bandra Kurla Complex, Bandra (E)
Mumbai – 400 051
Symbol: ASMS

Dear Sir/Madam,

Subject: Outcome of Board Meeting of the Company held on January 08, 2026 under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Board of Directors of the Company, at its meeting held on Thursday, 08[th] January, 2026 has inter alia considered and approved the following business items::-

  1. Reclassification of Authorised share capital & consequent amendment to the capital clause in the Memorandum of Association of the Company subject to the approval of members of the Company

Reclassification of existing authorized share capital of the Company being INR 110,00,00,000/- (Indian Rupees One Hundred and Ten Crores Only) consisting of 110,00,00,000 (One Hundred and Ten Crores) shares of INR 1/- (Indian Rupees One Only) each to 110,00,00,000/- (Indian Rupees One Hundred and Ten Crores Only) divided into 100,00,00,000 (One Hundred Crores) equity shares of INR 1/- (Indian Rupees One Only) and 100,00,000 (One Crore) Compulsorily Convertible Preference Shares of INR 10/- (Indian Rupees Ten Only) each.

  1. To Consider and approve the proposal of creation of mortgage/charge on assets of the Company, under Section 180 (1) (a) of the Companies Act, 2013 subject to the approval of members of the Company.

  2. With reference to our earlier intimation dated 12th December, 2025, regarding the Notice of Postal Ballot and pursuant to the provisions of Section 110 of the Companies Act, 2013, the Board has amended Notice of Postal Ballot for obtaining the shareholders’ approval and other incidental matters thereto.

Further, the Board of Directors have fixed the cut-off date for the purpose of determining the eligibility of Shareholders for voting on the resolution(s) proposed to be passed through Postal Ballot as Friday, January 02, 2026.

  1. Pursuant to the provisions of Sections 179(3), 186 and all other applicable provisions, if any, of the Companies Act, 2013, read with the applicable rules made thereunder and the applicable provisions of the SEBI Regulations, the Board of Directors has approved the proposal for making an investment of up to ₹3,00,00,000/- (Rupees Three Crores only) in M/s Shree Naga Narasimha Private Limited, in one or more tranches, for the acquisition of up to 51% of its equity share capital, subject to completion of due diligence.

Further, in respect of above transaction both the parties are executing the Memorandum of Understanding (“MoU”).

The disclosures pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Part A of Schedule III of the aforesaid regulations, is attached as per ‘Annexure A’.

The Board meeting commenced at 1:30 p.m. and concluded at 02:25.p.m.

You are requested to kindly take the above information on record.

Thanking You,

Yours Faithfully,

For Bartronics India limited

DIKSHA Digitally signed by DIKSHA OMER OMER Date: 2026.01.08 14:37:55 +05'30' Diksha Omer Company Secretary

Annexure-A

Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Disclosure of Investment

Particulars Details
Name of the target entity M/s Shree Naga Narasimha Private Limited
Whether the acquisition would fall within
related party transactions and whether the
promoter/promoter group has any interest
in the entity being acquired
The proposed acquisition doesnotfall
within
the
ambit
of
related
party
transactions.
The
promoter/promoter
group/group companies haveno interestin
the target entity.
Industry to which the entity being acquired
belongs
Manufacturing & Trading – Agro & Food
Products
Objects and effects of acquisition The proposed investment is aimed at
acquiring up to 51% equity share capital of
the target entity for strategic investment,
business
expansion,
and
to
derive
operational and financial synergies.
brief details of any governmental or
regulatory approvals required for the
acquisition
Not Applicable
indicative time period for completion of the
acquisition
To be completed in one or more tranches,
subject to completion of due diligence and
execution of definitive agreements,
Whether the acquisition is at arm’s length Yes, the acquisition is proposed to be at
arm’s length basis.
Details of consideration Up to ₹3,00,00,000/- (Rupees Three Crores
only)
Mode of consideration Cash
Percentage of shareholding/control acquired Up to 51% of the equity share capital, in
one or more tranches
Cost of acquisition or the price at which
shares are acquired
The total investment shall not exceed
₹3,00,00,000/-. The final price and
valuation shall be determined upon
completion of due diligence and on
mutuallyagreed terms.
brief background about the entity acquired
in terms of products/line of business
acquired, date of incorporation, history of
last 3 years turnover, country in which the
acquired entity has presence and any other
significant information
Date of incorporation:Shree
Naganarasimha Private Limited (CIN:
U15124KA2022PTC168298) is a Private
company incorporated on 24 Dec 2022.
Brief background: The Target Entity is
engaged in the business of processing,
producing,mixing, packing, preserving,
freezing,
extracting,
refining,
manufacturing,
importing,
exporting,
buying, selling, trading and dealing in
processed foods, beverages, dry foods,
health foods, protein foods, agro foods,
packed foods, extruded foods, vegetables,
fruits, nutrient, health and diet foods and
drinks, and other food products and
beverages.
Turnover: Year Ending 31st March 2025 -
Rs. 11.48 cr
Year Ending 31st March 2024 - Rs. 4.94 cr
Year Ending 31st March 2023 - Rs. Rs.
1.39 Cr
Country: Banglore, India

Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Name(s) of parties with whom the agreement
is entered
Bartronics India Limited (“BIL” )and
Shree Naga Narasimha Private Limited
(“SNN”)
Purpose of entering into the agreement The MoU has been entered into to record the
commercial,
strategic
and
governance
understanding between the parties in relation
to the proposed investment by Bartronics
India Limited in Shree Naga Narasimha
Private Limited, whereby BIL proposes to
acquire a controlling stake of 51% in SNN,
subject to due diligence and execution of
definitive agreements.
Shareholding, if any, in the entity with whom
the agreement is executed;
 As on the date of execution of the MoU,
Bartronics India Limited does not hold
any
shareholding
in
Shree
Naga
Narasimha Private Limited.
 Post
completion
of
the
proposed
investment, BIL shall acquire 51% of the
fullydiluted equityshare capital of SNN.
Significant terms of the agreement (in brief)
special rights like right to appoint directors,
first right to share subscription in case of
issuance of shares, right to restrict any
change in capital structure etc.
Proposed investment of INR 3,00,00,000
(Rupees Three Crores) in three tranches.
Acquisition of 51% equity stake, resulting in
controlling interest.
Right to nominate one Director on the Board
of SNN upon infusion of at least 50% of the
proposed investment.
Certain reserved matters requiring prior
written consent of BIL, including:

Issue or transfer of shares or
securities

Alteration of capital structure

Borrowings
and
creation
of
encumbrances

Appointment/removal
of
key
managerial personnel

Related party transactions outside
ordinary course of business.
Whether, the said parties are related to
promoter/promoter group/ group companies
in anymanner. Ifyes,nature of relationship;
No
Whether the transaction would fall within
related party transactions? If yes, whether
the same is done at “arm’s length”;
No
In case of issuance of shares to the parties, The issue price and detailed terms of
details of issue price, class of shares issued; issuance shall be determined based on
independent valuation and shall be finalized
under the proposed Share Subscription
Agreement.
Any other disclosures related to such  Right of Bartronics India Limited to
agreements, viz., details of nominee on the nominate one Director on the Board of SNN.
board of directors of the listed entity,  No potential conflict of interest identified
potential conflict of interest arising out of as on date.
such agreements, etc.;  Definitive agreements (SSA and SHA)
shall be executed to give effect to the
transaction.
In case of termination or amendment of Not Applicable
agreement, listed entity shall disclose
additional details to the stock exchange(s):
a) name of parties to the agreement; b)
nature of the agreement; c) date of execution
of the agreement; d) details of amendment
and impact thereof or reasons of
termination and impact thereof.