Anupam Rasayan India Ltd. announced board approvals for strategic overseas investments in Luxembourg-based entities, Doriath S.à r.l. (100% acquisition) and Batam S.à r.l. (15% stake). The Board also sanctioned multiple credit facilities totaling USD 50 million for the acquisitions and operational finance. Further, the Company approved assigning its rights to acquire the main “Target” Group to its subsidiary, Doriath, creating a corporate presence in Luxembourg.
Board Approves Key Overseas Transactions
The Board of Directors of Anupam Rasayan India Limited, following up on previous disclosures, approved actions related to strategic overseas acquisitions announced during their meeting held on February 12, 2026.
Acquisitions Confirmed
The Board approved and ratified the acquisition of the following 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. This acquisition was completed on February 10, 2026. Doriath is a company incorporated in Luxembourg with net assets of EUR 7,024.84.
- Batam S.à r.l (“Invest Co.”): Acquisition of 1,800 shares, representing a 15% equity stake. Completion is currently in process, expected by February 12, 2026. Batam has net assets of EUR 6,389.19.
The stated primary objective for these acquisitions is to create a corporate presence in Luxembourg. Both Doriath and Batam are intended to provide certain consultancy services.
Assignment of Target Acquisition Rights
The Board further consented to the execution of an Assignment Agreement with Doriath. Pursuant to this, the Company’s rights to acquire the entire shareholding of the primary “Target” (Monitchem Kansas S.à r.l. and its subsidiaries) under the earlier Sale and Purchase Agreement (SPA) dated December 9, 2025, are to be assigned to Doriath, which is the Company’s wholly-owned subsidiary.
Major Financing and Credit Facilities Sanctioned
The Board approved the Company and Doriath entering into multiple credit facilities to finance the acquisitions (collectively termed “Overseas Investment”):
- Credit Facilities for Doriath: Up to USD 20,000,000 to be availed by Doriath from Altis XII Pte. Ltd. These funds will partially cover the consideration for the Target Acquisition (100% of share capital and an intragroup loan receivable owed by Kansas HoldCo 1, Inc.).
- ECB Facility for Company: Up to USD 30,000,000 to be availed as External Commercial Borrowing (ECB) from Axis Bank Limited, IBU GIFT City, and other syndicated lenders. Proceeds are designated to make an ‘Overseas Direct Investment’ in Doriath by way of a loan not exceeding USD 20,000,000.
Creation of Security and Guarantees
To secure the Credit Facilities, the Board approved several security measures:
- The Company will enter 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 Credit Facilities and facilities for Batam.
- Creation of security interests, including: first ranking pari passu charge by hypothecation over movable fixed assets; first ranking pari passu charge by mortgage over identified immovable properties; and exclusive pledge over the shares held by the Company in Doriath (“Acquire Co.”).
- A contractual Non-Disposal Undertaking concerning the shares held by the Company in Tanfac Industries Limited in favour of the Security Agent.
Furthermore, the Board consented to the Company entering into a Loan Agreement with Doriath to extend a loan not exceeding USD 20,000,000, with provisions for its convertibility into Class A ordinary shares of Doriath.
Agreements Pending Execution
The announcement noted that several definitive agreements, including the Note Subscription Agreements, Guarantees, Deeds of Hypothecation, Pledge Agreements, and the Loan Agreement, are yet to be executed and will be finalized as per the terms approved by the Board.
The board meeting commenced at 1:06 p.m. IST and concluded at 1:40 p.m. IST.
Source: BSE
