Mideast Portfolio Management Limited has executed a Memorandum of Understanding (MOU) with Celebteam Education Limited on November 6, 2026, for a proposed strategic association and equity investment of up to ₹5,00,00,000 (Rupees Five Crore only).

The objective of the strategic association is to support the expansion, development, and growth of Celebteam Education Limited, an education technology company operating an online learning platform offering skill-development courses through celebrity experts and industry professionals. Mideast Portfolio proposes to provide financial resources, strategic guidance, and management participation.

Key Investment Details

  • Proposed investment amount: Up to ₹5,00,00,000 in the equity share capital of Celebteam Education Limited.
  • Investment utilization: For business expansion including infrastructure, technology, marketing, working capital, business development, recruitment, and other mutually agreed growth initiatives.
  • Investment may be made in one or more tranches according to a mutually agreed schedule.
  • The actual investment amount will be determined after due diligence and consideration of the Investee Company's business plan and financial requirements.

Valuation and Share Issuance

  • The MOU references a valuation report dated 26 October 2026 issued by Mr. Ravi Ashok Kumar Jain, Registered Valuer - Securities or Financial Assets (Registration No. IBBI/RV/04/2019/12615).
  • Fair value of Celebteam Education Limited's equity shares as of 30 September 2026: ₹13.52 per equity share of face value ₹0.01 each.
  • Estimated equity value of the Investee Company: ₹123.08 crore.
  • At an indicative issue price of ₹13.52 per share, an investment of ₹5 crore would correspond to approximately 36,98,225 equity shares.
  • The final issue price, number of shares, premium, and resulting shareholding percentage will be confirmed in definitive agreements.

Management Participation and Governance

  • Mideast Portfolio will have the right to nominate one representative to participate in management and strategic decision-making.
  • The nominee may be appointed as a director or in another appropriate management capacity, subject to applicable law.
  • The nominee will have access to financial statements, management information, budgets, business plans, and operational reports.
  • Definitive agreements will establish governance rights, voting rights, and reserved matters to protect the Investor's investment.

Conditions and Process

  • The proposed investment is subject to satisfactory financial, legal, tax, commercial, operational, and secretarial due diligence.
  • Due diligence will include verification of the valuation report, capital structure, financial statements, statutory filings, material contracts, and business risks.
  • The investment requires necessary corporate approvals, statutory compliances, and applicable legal and regulatory requirements.
  • The MOU is valid for three months from November 6, 2026, unless extended by mutual written agreement.
  • Either party may terminate the MOU if the transaction cannot be agreed upon or due diligence is unsatisfactory.

Future Considerations

  • Following the initial investment, Mideast Portfolio may consider further investments based on business performance, expansion requirements, and achievement of mutually agreed performance criteria.
  • The MOU does not obligate the Investor to provide additional funding beyond the initial investment.

Definitive Agreements

  • The Parties will negotiate and execute definitive agreements including a Share Subscription Agreement and Shareholders' Agreement upon satisfactory due diligence.
  • The MOU itself does not constitute an unconditional commitment to invest or issue shares; binding obligations will only arise upon execution of definitive agreements.

Confidentiality and Costs

  • Both parties agree to maintain confidentiality of non-public information for three years post-termination.
  • Each party will bear its own professional, legal, accounting, and administrative expenses related to the transaction.

Governing Law and Dispute Resolution

  • The MOU is governed by Indian law.
  • Disputes will first be resolved through mutual discussions, then through arbitration under the Arbitration and Conciliation Act, 1996.
  • Arbitration will be conducted by a sole arbitrator mutually appointed by the parties.