Nature of the Event

Notice of the 1st Extra Ordinary General Meeting (EGM) of DB (International) Stock Brokers Limited for the financial year 2026-27, scheduled to be held on Wednesday, November 18, 2026 at 10:00 a.m. through Video Conferencing/Other Audio-Visual Means (VC/OAVM). The meeting is convened to seek shareholder approval for the proposed transfer of the company's retail client business segments.

Key Quantitative Figures

  • Total consideration for business transfer: ₹5,00,00,000 (Rupees Five Crores only)
  • Consideration breakdown:
  • ₹4,50,00,000 (Rupees Four Crores Fifty Lakhs) payable by Choice Equity Broking Private Limited for retail Trading Business and Depository Participant Business
  • ₹50,00,000 (Rupees Fifty Lakhs) payable by Choice Wealth Private Limited for Mutual Fund Distribution Business and other Financial Products Distribution Business
  • Revenue contribution of business being transferred: 30.48% of revenue for FY ended March 31, 2026
  • Valuation basis: Market Approach Comparable Companies Multiple Method with revenue multiple of 1.70x applied to normalised transferable revenue

Dates of Action

  • EGM Date: Wednesday, November 18, 2026 at 10:00 a.m.
  • Remote e-voting period: Sunday, November 15, 2026 to Tuesday, November 17, 2026 (concluding at 5:00 p.m. IST)
  • Cut-off date for eligibility to vote: Wednesday, November 11, 2026
  • Record date for email dispatch: Friday, October 16, 2026
  • Expected completion of transfer: on or before February 28, 2027
  • Board meeting date: October 21, 2026
  • Notice date: October 23, 2026

Parties Involved

Transferor: DB (International) Stock Brokers Limited (CIN: L67120GJ1992PLC121278)

Transferees:

  • Choice Equity Broking Private Limited (CIN: U65999MH2010PTC198714)
  • SEBI Registration No.: INZ000160131
  • Member of NSE and BSE
  • Choice Wealth Private Limited (CIN: U67120MH1996PTC104655)
  • Registered with AMFI as mutual fund distributor

Regulatory Authorities: SEBI, concerned stock exchanges (NSE, BSE), depositories (NSDL, CDSL)

Other Service Providers:

  • Scrutinizer: Mr. Surya Kant Gupta, Practicing Company Secretary (COP No. 10828)
  • Registrar and Share Transfer Agent: Abhipra Capital Limited
  • E-voting service provider: Central Depository Services (India) Limited (CDSL)

Purpose and Rationale

The proposed transfer facilitates strategic realignment of the company's business operations to focus on:

  • Proprietary trading and algorithmic trading in derivatives
  • Catering to High-Net-Worth Individual (HNI) clients (Branch 1001)
  • Strengthening and expanding presence in the institutional business segment

The transaction aims to create a clear ownership structure, improve regulatory compliance, and enable operational streamlining.

Business Segments Being Transferred

The "Client Business" proposed for transfer comprises:

1. Trading Business: Equity, derivatives, currency and commodity broking activities

2. Depository Participant (DP) Business: DP operations through NSDL/CDSL

3. Mutual Fund Distribution Business: Distribution of mutual fund schemes

4. Other Financial Products Business: Distribution of other financial products

Excluded: Company's proprietary trading business and HNI client business (Branch 1001)

Employees Impact

Employees associated with the transferred business shall be transferred to the respective transferee(s) in accordance with the Business Transfer Agreement(s). Remaining employees continue with the company unaffected.

Use of Proceeds

The proceeds from the transaction are proposed to be utilized for:

  • Strengthening the company's capital base and reducing debt
  • Funding growth and expansion in remaining businesses
  • General corporate purposes
  • Any other purpose as decided by the Board

Voting Arrangements

  • Remote e-voting facility provided through CDSL
  • Voting rights proportional to shareholding as on November 11, 2026 (cut-off date)
  • Members who vote remotely cannot vote again at the EGM
  • Physical attendance dispensed with; no proxy facility available
  • Meeting limited to 1000 members on first-come-first-serve basis (excluding large shareholders, promoters, institutional investors, directors, KMPs, etc.)