The Board of Anupam Rasayan approved the acquisition of 100% stake in Doriath S.à r.l. and a 15% stake in Batam S.à r.l. as part of its ongoing Target Group strategy. The Board also sanctioned substantial financing, including securing USD 20 million via Credit Facilities for Doriath and USD 30 million via an ECB Facility for the Company. Further, the Board approved assigning the Target acquisition rights under the existing SPA to Doriath.
The Board of Directors of Anupam Rasayan India Limited, following up on prior intimations from December 9, 2025, met on February 12, 2026, to approve significant actions related to its overseas expansion and financing strategy.
Ratification of Subsidiary Acquisitions
The Board formally approved and ratified actions concerning the acquisition of two entities via overseas investment from Palaos S.à r.l.:
- Doriath S.à r.l. (“Acquire Co.”): Acquisition of 12,000 shares, representing a 100% equity stake, confirmed via an agreement dated February 5, 2026.
- Batam S.à r.l. (“Invest Co.”): Acquisition of 1,800 shares, representing a 15% equity stake, confirmed via an agreement dated February 11, 2026.
It was noted that the acquisition of Doriath was completed on February 10, 2026, while the consideration for Batam has been paid and completion is in process, expected by February 12, 2026.
Assignment of Target Acquisition Rights
The Board consented to the execution of an Assignment Agreement between the Company and Doriath. Under this agreement, the Company’s rights to acquire the entire shareholding of the primary Target (Monitchem Kansas S.à r.l. and its subsidiaries) under the existing SPA are being assigned to Doriath, which is a wholly-owned subsidiary of the Company.
Key Financing and Utilisation Approvals
Consent was granted for several critical credit facilities and the utilization of their proceeds, focusing on the overall “Overseas Investment” strategy:
Credit Facilities for Doriath (Target Acquisition)
Doriath will avail USD 20,000,000 (Twenty Million) from Altis XII Pte. Ltd. under “Credit Facilities”. These proceeds are earmarked for:
- Funding the partial consideration for the Target Acquisition (100% share capital).
- Settling an intragroup loan receivable owed by Kansas HoldCo 1, Inc. to CABB GmbH.
ECB Facility for the Company
The Company will avail USD 30,000,000 (Thirty Million) as External Commercial Borrowing (ECB) from Axis Bank Limited and syndicated lenders under the “ECB Facility”. These funds will be utilized to make an ‘Overseas Direct Investment’ in Acquire Co. (Doriath) by extending a loan not exceeding USD 20,000,000.
Security and Corporate Commitments
The Board approved various accompanying agreements to secure these financing arrangements, including:
- Entry into Note Subscription Agreements with Altis XII Pte. Ltd.
- Appointment of Catalyst Trusteeship Limited as the onshore Security Agent.
- Issuance of corporate guarantees and indemnities to secure the facilities, including those for Batam.
- Creation of security interests over the Company’s assets, specifically:
- First ranking pari passu charge by hypothecation over movable fixed assets (“Deeds of Hypothecation”).
- First ranking pari passu charge by way of mortgage over immovable properties (“Mortgage Documents”).
- Exclusive pledge over the shares held by the Company in Acquire Co. (“Pledge Agreements”).
- Non-Disposal Undertaking over shares held in Tanfac Industries Limited.
Furthermore, the Board approved entering into a Loan Agreement with Doriath for up to USD 20,000,000, convertible into Class A ordinary shares of Doriath, and subsequent entry into a Share Subscription Agreement upon conversion.
Acquisitions Rationale and Entity Details (Annexure A Summary)
The Board noted the details concerning the acquisitions as required by regulatory filings:
- Object: The primary object of acquiring Doriath and Batam (Luxembourg-based entities) is to create a corporate presence in Luxembourg.
- Doriath: Incorporated in September 2025, with net assets of EUR 7,024.84. Its business involves consultancy services and acting as the affiliate to acquire the main Target.
- Batam: Incorporated in November 2025, with net assets of EUR 6,389.19. It will undertake significant consultancy and financial services.
- Cost: The acquisition cost was EUR 7,024.84 for Doriath and EUR 958.38 for Batam.
The transaction is confirmed as not falling within related party transaction, and the agreements are yet to be executed based on the approvals granted.
The meeting commenced at 1:06 p.m. IST and concluded at 1:40 p.m. IST.
Source: BSE
