Outcome of Board Meeting held on 20.06.2025
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The Board approved increasing the Authorised Share Capital from Rs. 12 Crore to Rs. 19 Crore (additional 70 lakh equity shares of Rs. 10 each), subject to shareholder approval. The Board also approved acquiring the remaining ~84.21% stake (74,64,900 shares) in Craftsmart Products Private Limited (CMPPL), a Kraft paper manufacturer, through a share swap. Bandaram will issue up to 59,71,920 equity shares at Rs. 20 each (including Rs. 10 premium) on a preferential basis, taking total consideration to ~Rs. 11.94 Crore. Post-acquisition, CMPPL will become a wholly-owned subsidiary. This is a related-party transaction since the Bandaram promoters are also shareholders in CMPPL, with valuation done by a Registered Valuer at arm's length. An EGM is scheduled for 21 July 2025 to seek shareholder approval. Additionally, Mrs. Mounika Pammi was appointed as Independent Director and Mr. Prateek Vijayvargiya resigned as Independent Director due to professional commitments, with committees reconstituted accordingly.
Existing shareholders will see dilution as the company issues ~59.7 lakh new shares via a swap to acquire a loss-making Kraft paper company (CMPPL had negative EBITDA of Rs. 7.99 Lakhs on Rs. 110.76 Lakhs turnover in FY25). Post-issue, promoter holding will rise to ~62.62% from current levels. The stock price may face short-term pressure from the related-party nature and weak target financials, though the swap structure means no cash outflow.