Board Meeting Details
The Board meeting commenced at 3:30 PM and concluded at 4:10 PM on July 31, 2026.
Key Resolutions Approved
1. Execution of Investment Agreements
The Board approved execution of:
- Investment Agreement between the Company, Mr. Vurakaranam Ramakrishna (Promoter), and Carpediem Capital Partners Fund II (Investor, a Category II Alternative Investment Fund) dated July 31, 2026
- Subscription Agreements with certain co-investors (Other Investors as listed in Annexure F)
These agreements set out terms and conditions governing proposed investment through preferential issue of equity shares and/or fully convertible warrants, subject to receipt of statutory, regulatory and shareholders' approvals.
2. Preferential Issue of Equity Shares
The Board approved raising funds through issuance and allotment of:
- Up to 15,70,352 fully paid-up equity shares
- Issue price: ₹143.28 per share (face value ₹5 + securities premium ₹138.28)
- Total amount: ₹22,50,00,034.56
- Price determined in accordance with Regulation 165 of SEBI (ICDR) Regulations, 2018 based on valuation report from Registered Valuer
- Subject to shareholder approval and other statutory/regulatory approvals
3. Preferential Issue of Fully Convertible Warrants
The Board approved raising funds through issuance and allotment of:
- Up to 88,98,657 fully convertible warrants
- Each warrant convertible into one equity share of face value ₹5
- Issue/exercise price: ₹143.28 per warrant (including premium ₹138.28)
- Total amount: ₹127,49,99,574.96
- Conversion period: Within 18 months from date of allotment
- Price determined in accordance with Regulation 165 of SEBI (ICDR) Regulations, 2018
- Subject to shareholder approval and other statutory/regulatory approvals
4. Appointment of Additional Director
Mr. Hithendra Karadathodi Ramachandran (DIN: 01773455) appointed as Additional Director (Non-Executive, Non-Independent) effective July 31, 2026. He confirmed not debarred from holding director office by SEBI or any regulatory authority.
5. Appointment of Additional Director
Mr. Sathya Pramod Nagaraj (DIN: 03263700) appointed as Additional Director (Non-Executive, Non-Independent) effective July 31, 2026. He confirmed not debarred from holding director office by SEBI or any regulatory authority.
6. Annual General Meeting
The Board approved convening of 33rd Annual General Meeting on Thursday, August 27, 2026 at 4:00 PM IST through Video Conferencing/Other Audio-Visual Means.
Investment Agreement Details (Annexure A)
- Counterparties: Company, Mr. Vurakaranam Ramakrishna (Promoter), Carpediem Capital Partners Fund II (Investor)
- Subscription Agreements with Other Investors
- Purpose: Record terms and conditions governing proposed investment through preferential issue
- Pre-issue shareholding: Investor and Other Investors hold no equity shares as of execution date
- Management impact: No change in management or control of Company
- Special rights: Investor gets board representation, veto rights over reserved matters, information rights, pre-emption rights, tag-along rights
- Relationship: Investor and Other Investors not related to promoter/promoter group/group companies
- Transaction does not constitute related party transaction
- Investor has right to nominate one non-executive director to Board
Preferential Issue Details (Annexure B & C)
- Type of issuance: Preferential allotment under Chapter V of SEBI ICDR Regulations, 2018
- Number of investors: 14
- Pre-issue shareholding: Proposed investors hold no equity shares or other securities as on Relevant Date
- Post-allotment shareholding pattern to be disclosed upon completion of allotment
Investor Allotment Details (Annexure i)
| Investor | Equity Shares | Warrants |
| Carpediem Capital Partners Fund II | 11,67,295 | 66,14,671 |
| Sanshi Fund - I | 2,09,380 | 11,86,488 |
| Rahil Vivek Desai | 52,345 | 2,96,622 |
| Sandeep Vyas | 20,938 | 1,18,649 |
| Anshul Kaushik | 10,469 | 59,324 |
| Om Prakash Jain | 10,469 | 59,324 |
| Harinder Singh | 10,469 | 59,324 |
| Sur-mangal Holdings Private Limited | 10,469 | 59,324 |
| Pradeep Kumar | 10,469 | 59,324 |
| Abhishek Kalra | 10,469 | 59,324 |
| Deepak Maheshwari | 10,469 | 59,324 |
| Govindan Raghavan | 10,469 | 59,324 |
| Gameplan Sports Limited | 31,407 | 1,77,973 |
| Ankur Saboo | 5,235 | 29,662 |
Director Profiles (Annexure D & E)
Mr. Hithendra Karadathodi Ramachandran
- Over two decades of experience in entrepreneurship, business transformation
- Previously founding team member at Quess Corp Limited
- Associated with Adecco Group
- Executive MBA from IMD Business School, Lausanne
- Not related to any Promoters, Directors or Key Managerial Personnel
Mr. Sathya Pramod Nagaraj
- Chartered Accountant with over 20 years experience
- Previously associated with Deloitte, EY, AOL, Qyuki, Tally Solutions
- Expertise in investment banking, fund raising, M&A, taxation, auditing
- Not related to any Promoters, Directors or Key Managerial Personnel
Both directors will hold office until the ensuing Annual General Meeting for FY26.