Transaction Overview
Recode Studios Limited has executed a Share Purchase Agreement on 14th July, 2026 at Ludhiana with the existing shareholders/promoters of Aflairza Professionals Private Limited for acquisition of up to 51% equity stake in the Target Company.
Acquisition Structure
The acquisition will be completed through a combination of secondary acquisition of equity shares from existing shareholders and subscription to fresh equity shares, to be completed in two phases:
- Phase I: Acquisition of 33% equity stake, proposed to be completed by end of July 2026
- Remaining Phases: Proposed to be completed by February 2027
The transaction is subject to the terms of the Share Purchase Agreement and completion of applicable conditions precedent.
Parties to the Agreement
1. Mr. Sagar Urvish Gandhi ("Seller 1")
2. Mr. Deep Dhiren Parekh ("Seller 2")
3. Aflairza Professionals Private Limited ("Company"/"Aflairza")
Significant Terms
- Acquisition of up to 51% equity stake through secondary purchase and fresh subscription
- Agreement contains customary provisions relating to Board representation, voting rights, shareholder rights, and governance of the Company
- Equity shares have face value of ₹10 each
- Issue price and number of shares shall be determined in accordance with the terms of the Share Purchase Agreement
Governance Arrangements
Ms. Palak Trehan has been appointed as the nominee director of Recode Studios Limited on the Board of Aflairza Professionals Private Limited.
Relationship Disclosure
- No shareholding in the entity with whom the agreement is executed
- The parties are not related to promoter/promoter group/group companies
- The transaction does not fall within related party transactions
- The transaction is conducted at arm's length