1. Increase in Authorized Share Capital

The Board approved increasing the authorized share capital from the existing ₹8,00,00,000 (Rupees Eight Crore Only) divided into 80,00,000 equity shares of face value ₹10 each to ₹10,00,00,000 (Rupees Ten Crore Only) divided into 1,00,00,000 equity shares of face value ₹10 each. This approval is subject to shareholder approval at the ensuing Annual General Meeting and requires alteration of the Capital Clause of the Memorandum of Association.

2. Preferential Allotment of Equity Shares

The Board approved the issue and allotment of up to 24,99,000 (Twenty-Four Lakh and Ninety-Nine Thousand) equity shares of face value ₹10 each [at par value] aggregating ₹2,49,90,000 (Rupees Two Crore Forty Nine Lakh and Ninety Thousand Only) to the unsecured financial creditors of Premier Futsal Management Private Limited (PFMPL).

Key Details of Preferential Issue:

  • Purpose: Towards settlement amount as part of implementation of Resolution Plan for PFMPL
  • Legal Basis: Pursuant to NCLT order dated December 19, 2024 (IA(PLAN)/9(CHE)/2024 in IBA/441/2019)
  • Basis: Private placement and preferential allotment basis
  • Allottees (Non-Promoter Category):
  • Prime Events: 10,17,441 shares (10.58% post-issue holding)
  • Prime Global Sport Management LLP: 11,19,835 shares (11.65% post-issue holding)
  • Mr. Chelliah Arun Pandian (on behalf of A & P Group): 3,61,724 shares (3.76% post-issue holding)
  • Total: 24,99,000 shares valued at ₹2,49,90,000
  • Consideration: Other than cash as per NCLT Order
  • Approval Required: Subject to shareholder approval at AGM and regulatory/statutory approvals

The equity shares will rank pari-passu with existing equity shares of the company.

3. Resignation of Statutory Auditor

The Board accepted the resignation of M/s. Ganesamoorthy. T & Associates, Chartered Accountants (FRN: 013934S) from the office of Statutory Auditors with effect from September 01, 2026.

Resignation Details:

  • Date of receipt of resignation letter: September 08, 2026
  • Reason: Time and manpower constraints due to growing scale of company's business operations
  • The auditor completed the audit for FY 2025-26 (audit report dated May 30, 2026) and had not commenced audit for H1 ending September 30, 2026
  • No other material reasons or concerns raised regarding company management
  • The auditor will file Form ADT-3 with ROC within prescribed time
  • Audit Committee reviewed the resignation and had no comments

4. Appointment of New Statutory Auditor

The Board appointed M/s. Patni Mandhana & Associates, Chartered Accountants (FRN: 152125W) as the new Statutory Auditor, subject to shareholder approval at the ensuing AGM.

Appointment Details:

  • Recommended term: Five consecutive financial years from conclusion of 42nd AGM till conclusion of 47th AGM
  • Firm profile: Peer-reviewed firm formed in 2019 with 40-member team in Mumbai office, providing financial advisory services

5. Annual General Meeting Arrangements

The Board convened the Annual General Meeting on Wednesday, September 30, 2026 and fixed:

  • September 04, 2026 as cut-off date for determining eligible members for dispatch of AGM notice and annual report
  • September 23, 2026 as cut-off date for determining voting eligibility (remote e-voting and at AGM)

Only members holding shares as on close of business hours on September 23, 2026 will be entitled to vote.

The notice of AGM will be sent separately to the stock exchange and members in due course.