Board Meeting Details

The Board of Directors meeting was held on November 13, 2026, from 11:00 AM to 1:30 PM at the registered office: 4, Akash Deep, Ground Floor, TPS VI, Road No. 1, Milan Subway, Santacruz (West), Mumbai, Maharashtra, 400054.

Key Approvals and Matters Discussed

I. Preferential Issue of Equity Shares

The Board approved the issuance of 3,34,84,139 (Three Crores Thirty-Four Lakhs Eighty-Four Thousand One Hundred and Thirty-Nine) equity shares of face value ₹1.00 each at an issue price of ₹1.00 per share for cash consideration, aggregating to ₹3,34,84,139.

  • The issuance is being made to proposed new promoter allottees on a preferential basis under private placement
  • Compliance with Companies Act, 2013 and SEBI ICDR Regulations, Chapter V
  • Floor price determined as ₹1.00 per share in accordance with Regulations 165 and 166A of SEBI ICDR Regulations
II. Valuation Report

The Board noted the valuation report dated November 13, 2026, issued by Nitish Chaturvedi, Registered Valuer of Securities or Financial Assets (IBBI Registration No. IBBI/RV/03/2020/12916).

III. Share Purchase Agreement

The Board noted the execution of a Share Purchase Agreement dated November 13, 2026, between:

  • Sellers: Hozef Abdulhusain Darukhanawala, Zainab H Darukhanawala, and Durriya Hozef Darukhanawala (existing promoters)
  • Acquirers: Ms. Chinkita R Agarwal and Ms. Naina Saideep Agarwal

Transaction Details:

  • Acquisition of 3,47,87,740 (Three Crores Forty-Seven Lakhs Eighty-Seven Thousand Seven Hundred and Forty) fully paid-up equity shares
  • Face value: ₹1.00 per share
  • Price: ₹1.00 per share
  • Total consideration: ₹3,47,87,740
  • Represents 34.66% of existing equity and voting share capital
  • Transaction completion subject to fulfillment of conditions precedent including statutory approvals

Purpose: The transaction records terms for share transfer from existing promoters to acquirers in settlement of an outstanding loan facility of ₹3,60,00,000 (Three Crores Sixty Lakhs) availed by existing promoters from the acquirers.

IV. Open Offer Obligation

The combined transaction (preferential issue + share purchase) triggers an obligation under SEBI (Substantial Acquisition of Share and Takeovers) Regulations, 2011 for the acquirers to make an open offer to public shareholders.

V. Postal Ballot Process

The Board approved conducting remote e-voting through postal ballot to obtain shareholder approval for the preferential issue. A draft notice was approved for dispatch to shareholders.

VI. Scrutinizer Appointment

Mr. Dhirendra Maurya, Company Secretary in whole-time practice (COP number 9594), was appointed as Scrutinizer to oversee the e-voting process.

Allottee Details for Preferential Issue

| S. No. | Name | Status | Promoter/Non-Promoter | Equity Shares | Consideration (₹) |

| 1. | Ms. Chinkita R Agarwal | Individual | Proposed to be Promoter | 1,64,89,251 | 1,64,89,251 |

| 2. | Ms. Naina Saideep Agarwal | Individual | Proposed to be Promoter | 1,69,94,888 | 1,69,94,888 |

| Total | | | | 3,34,84,139 | 3,34,84,139 |

Impact Assessment

  • Change in Control: The transaction will result in complete change of control and management of the company
  • Open Offer: Mandatory open offer to public shareholders required under SEBI SAST Regulations, 2011
  • Relationship: Acquirers are not currently related to promoter/promoter group but will become promoters upon transaction completion
  • Not Related Party Transaction: The transaction does not fall within related party transaction scope

Additional Information

The disclosure will be made available on the company's website. The postal ballot notice will be submitted to the exchange simultaneously with its dispatch to shareholders.