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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::-
- 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.
-
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.
-
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.
- 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. | |||