Acquisition of Café Gujjubhai Private Limited

  • Board approved acquisition of 100% equity share capital of Café Gujjubhai Private Limited (CGPL)
  • Acquisition of 251,880 equity shares of face value ₹10 each
  • Purchase price: ₹631.26 per equity share
  • Total purchase consideration: ₹15,90,01,768.40 (Fifteen Crores Ninety Lakhs One Thousand Seven Hundred Sixty-Eight and Forty Paisa)
  • Consideration to be discharged through share swap (majority) and cash (balance)

Share Swap Arrangement

  • Company to issue 1,204,915 fully paid-up equity shares of face value ₹10 each
  • Issue price: ₹131.96 per equity share (including securities premium of ₹121.96 per share)
  • Total value of share swap: ₹15,90,00,583.40
  • Share swap ratio: 4.78 equity shares of company for every 1 equity share of CGPL

Cash Consideration

  • Balance consideration: ₹1,185.40 (for fractional shares)
  • To be paid in cash to CGPL shareholders

Target Company Details (CGPL)

  • Authorized share capital: ₹1,00,00,000.00
  • Paid-up share capital: ₹25,18,800.00
  • Turnover (FY 2024-25): ₹2,44,79,464 (audited)
  • Date of incorporation: November 28, 2023
  • Industry: Food and Beverages/Quick Service Restaurant (QSR)
  • Business: Developing, promoting, establishing, owning, operating, managing restaurants, cafeterias, eating houses, and franchise operations

Related Party Transaction

  • CGPL is under common promotership with Gujjubhai Industries Limited
  • Promoters Shaili Patel and Vishal Bhatt have interest in both companies
  • Transaction considered at "arm's length"

Strategic Rationale

  • Diversification into F&B/QSR industry beyond existing trading business
  • Leverage CGPL's established brand and franchise network
  • Create synergies in sourcing, distribution, and operational infrastructure
  • Enhance presence in high-growth consumer-facing sector
  • Expected to expand consolidated business operations and revenue

Corporate Governance Approvals

1. Re-appointment of Ms. Muniswamy Ravirajendran Shilpa (DIN: 07076534) as director

2. Re-appointment of M/s S K Jha & Co. as Statutory Auditor

3. Regularization of Mr. Sagar Maheshkumar Mavani (DIN: 11807167) as Independent Director

4. Appointment of M/S Brajesh Gupta & Co. as Secretarial Auditor for FY 2025-26 to 2030-31

5. Regularization of Ms. Shaili Vijaybhai Patel (DIN: 07836396) as Whole-time Director for 5 years

6. Re-appointment of Mr. Amitkumar Rathi (DIN: 00965930) as Independent Director

7. Appointment of Ms. Shaili Vijaybhai Patel as Chairperson

8. Appointment of Mr. Brajesh Gupta as Scrutinizer for AGM

Annual General Meeting

  • AGM scheduled for Wednesday, September 30, 2026
  • To be held through Video Conferencing/Other Audio-Visual Means
  • Annual Report for FY 2025-26 approved and adopted

Meeting Details

  • Commenced at 8:30 PM and concluded at 11:00 PM on September 7, 2026

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