Chambal Breweries & Distilleries Ltd

AGM Details

• Date and time: 28 September 2026, 03:00 PM IST, via VC/OAVM.
• Meeting duration: 03:00–03:08 IST.
• Record date: 21 September 2026; last date for postal ballot: 28 September 2026.

Resolutions & Voting

• Resolution 1 (Ordinary): Adopt financial statements and reports; passed 100% in favour.
• Resolution 2 (Ordinary): Re-appoint director by rotation; passed 100%.
• Resolution 3 (Special): Appoint Independent Director on the board; passed 100%.
• Resolution 4 (Ordinary): Approve sitting fees payable to Independent Director; passed 100%.

Governance Changes

• Director by rotation to re-appoint the existing director.
• Appointment of an Independent Director to the board.
• Sitting fees approved for Independent Director.

Auditors & Financials

• Adopt annual financial statements for the year; Board and Auditors' reports considered.

Other Approvals

• Material RPTs: none disclosed in filing.

Re-appointment of Director

• Meenal Shrirang Patwardhan re-appointed as Director; appointment 28.09.2026; liable to retire by rotation and offer herself for re-appointment.

Independent Director appointment

• Gaurav Sharma appointed as Independent Director; Additional Independent Director from 18.01.2026; regularised 28.09.2026; five-year term 18.01.2026–17.01.2031.
• Profile: HR leader with 22+ years; PGDBA; ESG program IICA; AI leadership from ISB.

AGM details

• 41st AGM held on 28 September 2026 at 3:00 PM via VC/OAVM; 34 members attended

Ordinary business

• Adopt Audited Standalone Financial Statements for FY 2025-26
• Re-appointment of Meenal Shrirang Patwardhan as director on rotation

Special business

• Appointment of Gaurav Sharma as Independent Director
• Sitting fees payable to Independent Director approved

Voting results

• Voting outcomes not disclosed in the filing

Chambal Breweries & Distilleries Ltd — Closure of Trading Window

Dematerialisation processing and listing

• RTA confirmed dematerialisation requests received during the reporting quarter were accepted/rejected and reported to depositories.
• Securities dematerialised have been listed on the stock exchanges where the original securities are listed.
• Security certificates received for dematerialisation were mutilated and cancelled after verification.
• The depository name was substituted as registered owner in the register of members within 15 days.

Financial results

• Audited standalone quarterly results for quarter ended 30 June 2026 approved, with auditor’s report.
• Statement of assets and liabilities and cash flows approved with the results.
• Audit report issued by statutory auditors; opinion stated true and fair view.
• Results prepared in accordance with Ind AS.

Amalgamation with Invade Agro

• Draft Scheme of Amalgamation between Chambal (Transferor) and Invade Agro (Transferee) approved.
• Scheme subject to shareholders, creditors, regulatory approvals, including NCLT.
• Scheme to be filed with stock exchanges under Regulation 37.
• Share exchange ratio: 5 Invade Agro shares for 2 Chambal shares.
• Appointed Date for amalgamation: 01 July 2026.
• Transferor to be dissolved on effect, transferee's holdings extinguished.
• Related-party transaction is at arm’s length per MCA circular; independent valuers and fairness opinion.
• Annexure-A provides details; information available on company website.

Meeting Details

• Board meeting on July 7, 2026.

Key Agenda Items

• Consider and approve quarterly results for quarter ended June 30, 2026.

Other Notes

• No additional material notes disclosed.

Draft Scheme update

• Chambal Board approved the Draft Scheme of Amalgamation with Invade Agro Limited on 29 June 2026.
• Invade Agro Limited Board deferred approval due to insufficient time to review documents.
• Further consideration will occur at forthcoming meetings of both boards; implementation contingent on approvals.
• Implementation subject to statutory/regulatory approvals; no financial terms disclosed.
• Disclosure is for shareholders; status of approvals as of date.

Scheme overview & rationale

• Transferor to merge into Transferee; aims to pool resources and boost scale.
• Consolidation to simplify governance and reduce duplication of costs.
• Related-party relationship exists; but arm's-length via independent valuation and fairness opinion.
• Appointed date of scheme is 01 June 2026; approvals required.

Key terms & structure

• Share swap: five new Invade Agro shares for every two Chambal shares.
• Post-transaction, Transferor dissolves; its shares in Transferee are extinguished.
• Related-party transaction; independent valuers and fairness opinion confirm arm's length.
• Approvals: shareholders, creditors, and NCLT approvals required.
• Appointed date remains 01 June 2026.

Financial impact & capital

• Share exchange results in 5 Invade Agro shares per 2 Transferor shares.
• Transferor dissolution leads to extinguishment of its ownership in Transferee.
• Transferor: paid-up capital 748.87 lakh; turnover nil; net worth 86.68 lakh.
• Transferee: paid-up capital 30,019.62 lakh; turnover 8,797.35 lakh; net worth 30,343.34 lakh.
• Consideration is equity-based, no cash payment.

Stakeholders & operations

• Shareholders of Transferor receive Invade Agro shares; Transferor dissolved.
• Creditors require approvals; potential impact on claims under amalgamation.
• Employees: potential organizational changes due to consolidation.
• Listing status to be updated with exchanges post-approval.

Status & next steps

• Board approved the scheme on June 29, 2026; pending approvals.
• Regulatory approvals, shareholder and creditor consent, and NCLT sanction required.
• Scheme filing with stock exchanges planned after approvals.
• Appointed date 01 June 2026; effective date upon sanction.