Key Corporate Actions and Changes

1. Promoter Reclassification and Ownership Change

  • Board noted reclassification of Guenther America Inc. from "Promoter" category to "Public" category pursuant to Regulation 31A of SEBI Listing Regulations
  • Guenther America Inc. previously held 9,22,000 equity shares constituting 37.63% of paid-up equity share capital
  • Consequent to takeover completion, Guenther America Inc. no longer holds any equity shares in the Company

2. Takeover Completion and New Promoter Shareholding

  • Change in management and control pursuant to Share Purchase Agreement dated 24th January 2026 between Guenther America Inc. and new acquirers
  • Open Offer made under Regulations 3(1) and 4 of SEBI Takeover Regulations, 2011 completed on 14th May 2026
  • New acquirers collectively hold 14,27,722 equity shares representing 58.27% of paid-up equity share capital

Detailed Shareholding of New Promoters:

  • M/s. Touristas Horizons Private Limited: 6,77,861 shares (27.67%)
  • M/s. BBU Enterprises Private Limited: 6,77,861 shares (27.67%)
  • Nikhil Pujari: 72,000 shares (2.94%)

3. Management Resignations

  • Mr. T. Nirmala resigned as Chief Financial Officer effective 27th June 2026 due to personal reasons
  • Three directors resigned effective 27th June 2026 due to personal reasons:
  • Mr. Kuppuswamy Mani (DIN: 09267134) - Non Executive Director
  • Ms. Saimathy Soupramanien (DIN: 07657046) - Independent Director
  • Mr. Sharanabasaweshwar Gangadharayya Hiremath (DIN: 08912844) - Independent Director
  • Mr. Chidambaram Chandrachudan (DIN: 09312268) resigned as Managing Director but continues as Non-Executive & Non Independent Director effective 27th June 2026

4. Operational and Administrative Changes

  • Board approved establishment of Corporate Office at Unit No. 702B, 7th Floor, Infinity Benchmark, GP-01, Sector V, Bidhannagar, Kolkata – 700091, West Bengal
  • Approved maintenance of statutory registers, records and documents in electronic form from new office
  • Board approved shifting of registered office within Chennai from Plots B-9 & B-10, MEPZ – Special Economic Zone, Kadapperi, Tambaram, Chennai – 600045 to 714A, Spencer Plaza, phase II, 7th Floor, Anna Salai, Chennai - 600002 effective 27th June 2026
  • No impact on business operations from registered office shift

5. Committee Reconstitution

Board reconstituted key committees effective 27th June 2026:

Audit Committee:

  • Ms. Rakhi Sharma (DIN: 10697694, Independent Director) - Chairman
  • Mr. Sougata Sengupta (DIN: 00614643, Independent Director) - Member
  • Mr. Nikhil Pujari (DIN: 11224770, Director) - Member

Nomination and Remuneration Committee:

  • Ms. Rakhi Sharma (Independent Director) - Chairman
  • Mr. Sougata Sengupta (Independent Director) - Member
  • Mr. Nikhil Pujari (Director) - Member

Stakeholders Relationship Committee:

  • Ms. Rakhi Sharma (Independent Director) - Chairman
  • Mr. Sougata Sengupta (Independent Director) - Member
  • Mr. Nikhil Pujari (Director) - Member

6. Business Transfer Update

  • Board took on record status update presented by Management and erstwhile promoters regarding progress of proposed Business Transfer Agreement
  • Update included receipt of requisite regulatory approvals