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Board approves MOU to explore up to 100% stake in Dream Media via share swap; three independent directors resign

Board met on Oct 22, 2026 and approved an MOU with Dream Media Network Private Limited (DMNPL).

By ScoutQuest · Thu 22 Oct 2026, 6:20 PM IST · 4 min read

100%Stake in DMNPL

Stake in DMNPL: up to 100%.

Proposed Stake Acquisition: up to 100% of the fully diluted equity share capital of DMNPL
MOU Validity: three (3) months from the date of execution
Independent Director Resignations: three Non-Executive Independent Directors w.e.f. October 21, 2026

What the board approved

The Board of Directors met on Thursday, October 22, 2026, commencing at 04:00 p.m. and concluding at 4:30 p.m.
It took note of the resignation of three Non-Executive Independent Directors from the Board with effect from October 21, 2026: Ms. Swati Jain, Mr. Kanwar Nitin Singh and Mr. Lovish Kataria.
It approved the reconstitution of the various committees of the company with immediate effect.
It approved the execution of a Memorandum of Understanding with Dream Media Network Private Limited (DMNPL).
It approved the execution of a Memorandum of Understanding with Alvora Jewels and Gems Private Limited for the purchase and sale of jewellery and related products.
It approved shifting of the Registered Office of the company within the local limits of ROC Delhi I.

The Dream Media understanding

The stated purpose is to explore a potential strategic association, contemplating the acquisition of up to 100% stake in DMNPL through a share swap and/or equity issuance arrangement, based on the valuation report of the independent valuer. The MOU describes the intent as combining DMNPL's business operations and digital reach with the company's corporate and investment expertise.

Under the proposed equity structure, the company "shall acquire up to 100% of the fully diluted equity share capital of DMNPL".
Consideration would be discharged by issuing and allotting equity shares of the company to shareholders of DMNPL (or its nominees), at a share swap ratio derived from the independent valuer's report.
Valuation is to be done by an independent registered valuer under the Companies Act, 2013, Income-tax Rules (Rule 11UA / 11UAA) and SEBI regulations where applicable; a fair opinion from a SEBI-registered merchant banker is to be obtained wherever required.
The company would have the right to nominate directors on the DMNPL board in proportion to its shareholding, and affirmative or protective rights equivalent to 100% control over reserved matters, even if its shareholding is below majority. Reserved matters listed include alteration of capital structure, related party transactions, change in business line, borrowings beyond agreed limits, mergers/acquisitions/divestment, and appointment or removal of key managerial personnel.
The 100% stake is linked to financial performance benchmarks, operational growth metrics and the regulatory and statutory compliance track record, with detailed milestones to be documented in definitive agreements.

Conditions and next steps

The transaction is subject to customary conditions precedent: receipt of statutory and regulatory approvals, completion of legal, financial and commercial due diligence, and execution of definitive agreements.
Mandatory approvals listed include the Audit Committee approval of the company, Board approvals of both parties, shareholder approvals where required, and in-principle approval from stock exchange(s), if applicable.
Next steps named are a Share Swap / Share Subscription Agreement, a Shareholders' Agreement and any ancillary agreements required for implementation.
During the term of the MOU, DMNPL is not to engage with third parties for a competing transaction without prior written consent.
The term sheet is valid for three (3) months from the date of execution, unless extended by mutual written consent, and is non-binding except for clauses relating to confidentiality, exclusivity, governing law and dispute resolution. Shares issued would be subject to lock-in, if any, as prescribed under applicable SEBI regulations.

Committee reconstitution

Audit Committee: Mr. Mohit Lochan (Chairman), Mr. Indrajeet Pradhan (Member), Ms. Ritika Bachhawat (Member).
Nomination & Remuneration Committee: Mr. Indrajeet Pradhan (Chairman), Mr. Mohit Lochan (Member), Ms. Ritika Bachhawat (Member).
Stakeholder Relationship Committee: Mr. Mohit Lochan (Chairman), Mr. Indrajeet Pradhan (Member), Ms. Ritika Bachhawat (Member).

The Alvora understanding

This MOU sets a framework for commercial transactions between the company and Alvora covering the sale and purchase of gold, bullion, precious metals and other metal products, including jewellery, metal bars and coins. Neither party is obliged to undertake any minimum quantity or value of transactions unless specifically agreed in writing, and price, quantity, purity and grade are to be mutually agreed for each transaction.

Registered office

The Registered Office is shifted from "Plot 3, Shop 325, DDA C. CNTR, Aggarwal Plaza, Sec-14, Rohini, New Delhi, Delhi, India, 110085" to "D-4, Basement, Jangpura Extension, South Delhi, New Delhi, India, 110014", within the local limits of ROC Delhi I, with immediate effect.

How to read this

The headline item is a term sheet, not a completed purchase: the document itself calls the arrangement non-binding except for a few clauses, and completion depends on due diligence, valuation, definitive agreements and approvals. Alongside it, the board noted the exit of all three named Non-Executive Independent Directors and re-constituted the committees with the remaining members, which shareholders may read as a change in board composition at the same meeting.

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