Nature of the Event

This is a regulatory disclosure intimation filed with BSE Limited, the Metropolitan Stock Exchange of India Limited, and The Calcutta Stock Exchange Limited. The document formally completes the process of reclassifying the outgoing promoter group entity, IT Trailblazers Resources Private Limited, from the 'Promoter' category to the 'Public' category.

Key Quantitative Figures and Triggering Event

  • The reclassification is pursuant to an open offer made under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations), which was triggered by a change in control and successfully concluded on 8th November 2024.
  • The open offer was for the acquisition of 11,33,262 equity shares of ₹10 each, constituting 100% of the existing public shareholding of the target company (then Shalimar Agencies Limited) at an offer price of ₹15 per share.
  • The offer size was restricted to the total existing public shareholding (11,33,262 shares) because the standard 26% threshold of the expanded capital (1,81,25,188 shares) exceeded the available public holding.
  • The open offer was made by the Acquirers (Spice Lounge LLP, Mohan Babu Karjela, Venugopal Naidu Kongarla Venkatesh) and Persons Acting in Concert (PACs - M Kitchens Private Limited, Ramesh Naidu Veluru).
  • The change in control was effected through a Share Purchase Agreement (SPA) dated 7th May 2024, for the acquisition of 18,67,738 shares (2.68% of expanded capital) from the outgoing promoter, and a preferential allotment of 6,67,11,260 shares.

Dates of Action

  • Share Purchase Agreement (SPA) Execution Date: 7th May 2024
  • Public Announcement of Open Offer: 7th May 2024
  • Detailed Public Statement Publication: 14th May 2024
  • Open Offer Tendering Period: 18th October 2024 to 31st October 2024
  • Open Offer Conclusion Date: 8th November 2024 (as per the intimation letter)
  • Date of this Reclassification Intimation: 28th May 2026
  • Latest Beneficial Ownership Position (BENPOS) Date referenced: 22nd May 2026

Parties Involved

Regulators/Exchanges: SEBI, BSE Limited, Metropolitan Stock Exchange of India Limited, The Calcutta Stock Exchange Limited.

Outgoing Promoter: IT Trailblazers Resources Private Limited.

New Promoters/Acquirers: Spice Lounge LLP, Mohan Babu Karjela, Venugopal Naidu Kongarla Venkatesh.

Persons Acting in Concert (PACs): M Kitchens Private Limited, Ramesh Naidu Veluru.

Manager to the Open Offer: Finshore Management Services Limited.

Registrar to the Open Offer: Aarthi Consultants Private Limited.

Target Company: Shalimar Agencies Limited (now Spice Lounge Food Works Limited).

Purpose and Stated Rationale

The stated purpose is to formally complete the reclassification process of the outgoing promoter to the public category, utilizing the exemption available under Regulation 31A(10) of the SEBI LODR Regulations, as was explicitly disclosed in the Letter of Offer dated 7th October 2024.

Financial and Capital Structure Impact

  • Holding of Outgoing Promoter: As per the latest BENPOS dated 22.05.2026, IT Trailblazers Resources Private Limited holds Nil shares (0% of total voting capital).
  • Holding of New Promoter Group: The present promoter/promoter group holding as of 22.05.2026 is detailed as follows:
  • Mohan Babu Karjela (Promoter): 28,13,71,570 shares (40.36%)
  • M Kitchens Private Limited (Promoter Group): 9,96,00,000 shares (14.29%)
  • Venugopal Naidu Kongarla Venkatesh (Promoter): 6,40,10,850 shares (9.18%)
  • Spice Lounge LLP (Promoter): 37,35,480 shares (0.54%)
  • Ramesh Naidu Veluru (Promoter Group): 0 shares (0%)
  • Total New Promoter Holding: 44,87,17,900 shares (64.37% of total capital)
  • The company confirms it is in compliance with the minimum public shareholding requirement under Regulation 38 of SEBI LODR Regulations.

Company Certifications

The company certifies, in respect of the outgoing promoter group entity (IT Trailblazers Resources Private Limited), that it:

  • Does not hold more than ten percent of the total voting rights.
  • Does not exercise control over the company's affairs directly or indirectly.
  • Has no special rights through formal or informal arrangements.
  • Is not represented on the Board of Directors.
  • Shall not act as a Key Managerial Personnel for three years from reclassification.
  • Is not a 'wilful defaulter' per RBI guidelines.
  • Is not a 'fugitive economic offender' under the Fugitive Economic Offenders Act, 2018.

The company further certifies that:

  • Trading in its shares has not been suspended.
  • There are no outstanding dues payable to SEBI, stock exchanges, or depositories.
  • There is no pending regulatory action against the company or the outgoing promoter regarding this reclassification.

Enclosures

The intimation is supported by the following enclosures:

1. Letter of Offer dated 07th October 2024, detailing the intent of reclassification.

2. Post Offer Public Advertisement issued by the Manager to the Offer.

Additional Context from Letter of Offer

The attached Letter of Offer provides extensive background on the open offer:

  • The open offer was triggered by the SPA and a preferential allotment approved by the board on 7th May 2024.
  • The preferential issue involved a share swap for acquiring shares of Teksoft Systems INC, Chicken Wild Wings Private Limited, and Mirchi Wild Wings Private Limited, making them wholly-owned subsidiaries.
  • The objective was business diversification into IT-enabled food delivery and resto-bar operations.
  • Valuations for the swap were conducted by a registered valuer (Mr. A.N. Gawade, IBBI Regn No. IBBI/RV/05/2019/10746).
  • The Offer Price of ₹15 was justified as per SEBI SAST Regulation 8, being the negotiated price under the SPA.
  • Financial arrangements for the open offer consideration (max ₹1,69,98,930) were confirmed firm, with an escrow account (Kotak Mahindra Bank, A/c No. 9149389403) holding ₹47,50,000 (more than 25% of total consideration).
  • The Post-Offer Advertisement (dated 8th November 2024) stated that only 1 (one) equity share was tendered and accepted in the open offer.