Signature Green Corporation Ltd

Financial results

• Unaudited standalone and consolidated results for quarter ended 30 June 2026 approved.
• Limited Review Report issued by statutory auditors accompanying the results.
• Audit Committee reviewed and recommended the results.

Disclosures and publication

• Publication planned in newspapers per Regulation 47 of LODR.
• Results available on the company website and BSE.

Dematerialisation processing status

• Dematerialisation requests processed; certificates confirmed or rejected to the depositories.
• Dematerialised securities listed on the stock exchanges where earlier securities are listed.
• Physical certificates for dematerialisation were mutilated, cancelled, and owner updated within timelines.

Scheme overview

• Board approved merger by absorption of a wholly owned subsidiary into the listed parent.
• Transaction is an amalgamation between related entities under common control.

Rationale

• Consolidates similar businesses and reduces group company count.
• Expected to create operating synergies, lower administration costs, and streamline compliance.
• Management expects stronger fundraising capacity and better cash deployment.

Key terms

• No cash consideration or share exchange; no new shares will be issued.
• Subsidiary's entire paid-up share capital will be cancelled on effectiveness.
• Subsidiary will be dissolved without winding up.
• Scheme is subject to shareholder, creditor, tribunal, stock exchange, SEBI, and other approvals.

Financial impact

• Parent's investment in subsidiary shares will be cancelled in its books.
• No change in the listed company's shareholding pattern is expected.
• Combined business should improve access to equity or debt financing.

Stakeholder impact

• Management says the merger should not prejudice shareholders, creditors, or other stakeholders.
• Business operations remain within the same group and under the same management.

Status

• Board approved the scheme on 24 April 2026.
• No-objection letter from stock exchanges is not required for this wholly owned subsidiary merger.

Merger approved

• Board approved merger by absorption of Arvind Foods Limited into Signature Green Corporation Limited.
• Arvind Foods Limited is a wholly owned subsidiary of the company.
• Scheme covers shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013.

Financial position

• As of 31 January 2026, SGCL net worth was INR 13,11,730.66 hundred.
• As of 31 January 2026, AFL net worth was INR 93,461.13 hundred.
• Turnover for both SGCL and AFL was reported as nil.

Merger terms and impact

• No cash consideration or new equity shares will be issued by SGCL.
• AFL's entire paid-up share capital will be cancelled on effectiveness.
• AFL will dissolve without winding up; SGCL shareholding pattern will remain unchanged.

Rationale and approvals

• Board cited business consolidation, cost reduction, and operational synergies as merger benefits.
• Scheme remains subject to approvals from shareholders, creditors, NCLT, stock exchanges, SEBI, and other authorities.
• No-objection letter from stock exchanges is not required for this wholly owned subsidiary merger.

Scheme Overview and Purpose

• Board approved a Scheme of Amalgamation between a wholly owned subsidiary and the parent company.
• The amalgamation aims to consolidate similar businesses, achieve operational synergies, and reduce administrative costs.
• The transaction involves related parties but is exempt from related party transaction provisions under MCA Circular.

Key Terms and Structure

• The subsidiary's entire paid-up share capital will be cancelled; no new shares will be issued by the parent company.
• The subsidiary will dissolve without winding up; the parent company's shareholding pattern remains unchanged.
• The Scheme's appointed date and detailed terms, including share exchange ratio, will be finalized later.
• The Scheme requires regulatory and stakeholder approvals before implementation.

Financial Impact

• No new shares will be issued; the subsidiary's share capital will be extinguished.
• The amalgamation is expected to enhance financial resource raising ability and improve cash flow management.

Governance and Oversight

• A Corporate Restructuring Committee was formed to oversee the amalgamation and will dissolve upon completion.
• A SEBI-registered Merchant Banker will be appointed to provide a Fairness Opinion on the Scheme.

📍 Corporate Restructuring and Amalgamation

• Board approved Scheme of Amalgamation between Arvind Foods Limited (AFL) and Signature Green Corporation Limited (SGCL), subject to approvals.
• Constitution of a Corporate Restructuring Committee (CRC) approved to manage amalgamation actions until completion.
• Appointment of SEBI-registered Merchant Banker approved for obtaining Fairness Opinion on the Scheme.
• Authorized representatives appointed to represent company before stock exchanges, SEBI, NCLT, and other authorities for amalgamation.
• Directors and Company Secretary authorized to execute all documents and actions related to the Scheme.

⚖️ Transaction and Shareholding Details

• AFL is a wholly owned subsidiary of SGCL; amalgamation is a related party transaction exempt from Section 188 requirements.
• Upon amalgamation, AFL’s entire paid-up share capital will be cancelled; no new shares will be issued by SGCL.
• No change in SGCL’s shareholding pattern post-amalgamation; AFL will dissolve without winding up.

🗓️ Meeting Details

• Board meeting scheduled for 5th March 2026 at the registered office in Mumbai.

📍 Key Agenda Items

• Approval of amalgamation with Arvind Foods Limited, a wholly owned subsidiary.
• Consideration of amalgamation under Sections 230 to 232 of the Companies Act, 2013.
• Related shareholder and creditor approvals for the amalgamation to be addressed.