Synthiko Foils Ltd

Director Regularization

• Rajesh Chandrakant Vaishnav designated as Non-Executive Independent Director for five-year term, May 22, 2026 - May 21, 2031.
• Profile: seasoned entrepreneur; founder of Vintage Cards and Creations Limited; former Hallmark India licensee.
• Impact: Board composition updated with Independent Director appointment.

Resolutions and outcomes

• Remuneration for MD Abhishek Narbaria — Special; passed; 9,780,618 in favour, 6 against.
• Remuneration for Umesh Kumar Sahay — Special; passed; 9,780,618 in favour, 6 against.
• Remuneration for Nikhil Dilipbhai Bhuta — Special; passed; 9,780,609 in favour, 0 against.
• Appointment of Rajesh Chandrakant Vaishnav as Independent Director — Special; passed.
• Material Related Party Transactions — Ordinary; passed; 1,704,509 in favour, 6 against.

Metafin related party

• Purpose: Seek shareholder approval for related party transaction between Evolve and Metafin for FY2026-27.
• Nature and amount: Purchase of goods/services; Rs 10 crore; one-year tenure.
• Omnibus approval sought; term is one year.
• Promoter/director interest: Abhishek Narbaria is Metafin director.
• Materiality: 35,714.29% consolidated turnover; 4,803.42% Metafin turnover.
• Outcome: Not disclosed in corrigendum.

TCC Concept Limited related party

• Purpose: Seek approval for related party transaction between Evolve and TCC Concept Limited.
• Amount and tenure: Rs 5 crore; 1 year; omnibus approval.
• Materiality: 17,857.14% consolidated turnover; 2,401.71% subsidiary turnover.
• Promoter/director interest: Not Applicable.
• Outcome: Not disclosed.

Pepcart Logistics related party

• Purpose: Approve related party transaction between Evolve and Pepcart Logistics Private Limited.
• Amount and tenure: Rs 5 crore; 1 year; omnibus approval.
• Materiality: 17,857.14% consolidated turnover; 2,401.71% subsidiary turnover; 9.57% related party turnover.
• Promoter/director interest: Not Applicable.
• Related party turnover: Turnover Rs 63.27 crore; PAT Rs 41.08 crore; Net worth Rs 14.79 crore.
• Outcome: Not disclosed.

Evolve with EFC(I) Limited related party

• Purpose: Approve related party transactions between Evolve and EFC(I) Limited.
• Amount: Rs 15 crore total (Rs 10 crore goods; Rs 5 crore services).
• Tenure: 1 year; omnibus approval.
• Materiality: 53,571.43% consolidated turnover; 7,205.13% subsidiary turnover; 1.45% related party turnover.
• Promoter/director interest: Umesh Sahay (Chairman/MD of EFCIL); Abhishek Narbaria and Nikhil Bhuta.
• Financials of related party (FY2025-26): Turnover Rs 1,19,88,07,000; PAT Rs 12,58,94,000; Net worth Rs 5,44,01,10,000.
• Outcome: Not disclosed.

Evolve with EFCL (EFC Limited) related party

• Purpose: Approve related party transactions between Evolve and EFCL.
• Amount: Rs 15 crore total (Rs 10 crore goods; Rs 5 crore services).
• Tenure: 1 year; omnibus approval.
• Materiality: 53,571.43% consolidated turnover; 7,205.13% subsidiary turnover; 1.45% related party turnover.
• Promoter/director interest: Umesh Sahay (Chairman/MD of EFCL); Abhishek Narbaria and Nikhil Bhuta with stakes.
• Financials of related party (FY2025-26): Turnover Rs 1,19,88,07,000; PAT Rs 12,58,94,000; Net worth Rs 5,44,01,10,000.
• Outcome: Not disclosed.

Overview

• Amalgamation by absorption between a wholly owned subsidiary and the listed parent.
• Scheme subject to regulatory and NCLT approvals.
• Board approved July 30, 2026.

Rationale

• Consolidate transferor's data-centre EPC and BESS manufacturing into the transferee.
• Strengthen asset base, simplify group structure, and reduce admin costs.
• Vesting of specialized IP and infrastructure into transferee on effectiveness.

Key terms

• Nature: amalgamation by merger by absorption.
• Related party transaction between parent and wholly owned subsidiary.
• SEBI LODR related party provisions not applicable.
• Approvals: NCLT Mumbai sanction and other approvals required.
• No consideration; transferor shares cancelled, no new transferee shares.
• Post-merger, no change in listed company's shareholding.
• Consolidation of asset base via transfer of key assets.

Financial impact

• No consideration; transferor shares cancelled.
• No new shares issued; post-merger capital structure unchanged.
• Assets and liabilities consolidated on transferee's books.

Stakeholders

• Shareholders face no immediate dilution.
• Employees and stakeholders may benefit from streamlined operations.
• Listing status maintained for transferee; no delisting noted.

Status & next steps

• Board approval obtained; scheme awaits NCLT sanction and approvals.
• Awaiting NCLT order and other regulatory clearances.

Resignation details

• Muskan Gurumukhdas Pinjani resigns as Company Secretary and Compliance Officer (KMP).
• Effective from the close of business on August 5, 2026.
• Reason: to pursue other professional aspirations; no other material reasons stated.

Results status

• Unaudited standalone and consolidated results for quarter ended June 30, 2026; board approved; limited review with modified conclusion.

Discontinued operations

• Foil manufacturing discontinued in FY2025-26; discontinued operations shown separately; comparative figures re-presented.

Consolidated totals

• Consolidated total income for quarter: 26,911 lakhs.

Consolidated expenses

• Consolidated total expenses: 67,601 lakhs.

Equity capital

• Paid-up equity share capital: 144,788 lakhs; face value Rs 10.

Subsidiaries

• New subsidiary Belding HD India Private Limited; holding 55%.

Subsidiaries list

• Subsidiaries include DC&T Global, DC&T Defence, Metafin Technology, Belding HD India.

Comparatives

• Comparatives not directly comparable due to consolidation; previous period had no subsidiaries.

Financial results

• Unaudited standalone and consolidated results for quarter ended June 30, 2026 approved.
• Limited Review Report by Mehra Goel & Co LLP issued with a modified conclusion.
• Discontinued foil manufacturing operations disclosed, presented as discontinued operations.

Merger and related disclosures

• Scheme of Amalgamation by absorption of DC&T Global Private Limited into Belding approved.
• Subject to statutory approvals including the National Company Law Tribunal, Mumbai.
• No cash consideration; transferor shares cancelled on amalgamation.
• Annexure-II provides details; related party transaction considerations noted.
• Post-merger, no change in Belding’s shareholding pattern; no new shares issued.
• New subsidiary formed: Belding HD India Private Limited with 55% holding.

Key management changes

• Ms. Muskan Gurumukhdas Pinjani resigns as Company Secretary and Compliance Officer, effective Aug 5, 2026.
• Resignation letter and related disclosures enclosed as Annexure-III.

Regulatory and disclosures

• Scheme subject to statutory approvals including NCLT Mumbai and other authorities.

Meeting Details

• Scheduled date: July 30, 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve unaudited standalone and consolidated financial results for quarter ended June 30, 2026.