Board approves MOU with Alvora Jewels for gold and jewellery trade; three independent directors resign
1) With Alvora Jewels and Gems — a framework for sale and purchase of gold, bullion, precious metals, jewellery, metal bars and coins on mutually agreed terms.
By ScoutQuest · · 4 min read
- Proposed acquisition
- up to 100% stake through a share swap / equity issuance
- Independent director resignations
- three non-executive independent directors resigned w.e.f. 21 Oct 2026
- MOU validity
- three (3) months from execution, unless extended by mutual written consent
What the board approved on 22 October 2026
The board met at 04:00 p.m. and concluded at 4:30 p.m. It took note of three independent director resignations, approved the reconstitution of its committees, approved two Memoranda of Understanding, and approved a change in the registered office.
MOU with Alvora Jewels and Gems Private Limited
- Signed on 22 October 2026 between the company and Alvora Jewels and Gems Private Limited, a private limited company registered in Gurgaon, Haryana.
- Purpose: a framework for commercial transactions between the parties for sale and purchase of gold, bullion, precious metals and other metal products, including jewellery, metal bars, coins and related products.
- Transactions happen from time to time on mutually agreed commercial terms; the nature, quantity, purity, grade, specifications and value are agreed for each transaction.
- Each deal may be documented through purchase orders, sales orders, tax invoices, delivery challans or separate transaction-specific agreements.
- Neither party is obliged to undertake any minimum quantity or value of transactions unless specifically agreed in writing.
- Price is determined by mutual agreement, taking into account applicable market price, purity, quantity, making charges, premiums and discounts.
- Taxes, duties and levies are borne by the respective parties as per law; payment through lawful banking channels; each party maintains books and supporting documents.
- The supplying party gives invoices and delivery documents, and the receiving party inspects goods on delivery and can flag discrepancies in quantity, weight, purity or specifications.
MOU with Dream Media Network Private Limited
- The parties intend a strategic association through a share swap arrangement, and the company proposes to acquire up to 100% of the fully diluted equity share capital of Dream Media Network Private Limited.
- Consideration is to be discharged by issuing and allotting equity shares of the company to shareholders of Dream Media Network (or nominees), at a share swap ratio derived from an independent valuer's report.
- Valuation of both parties is to be done by an independent registered valuer; a fair opinion from a SEBI-registered merchant banker is to be obtained wherever required.
- Board nomination rights in proportion to shareholding, plus affirmative/protective rights described as equivalent to 100% control over reserved matters such as capital structure changes, related party transactions, change in business line, borrowings beyond agreed limits, mergers or divestments, and key managerial appointments.
- The stake is linked to financial performance benchmarks, operational growth metrics and compliance track record, with detailed milestones to be documented in definitive agreements.
- The term sheet is stated to be non-binding, except clauses on confidentiality, exclusivity, governing law and dispute resolution.
- Exclusivity: Dream Media Network is not to engage with third parties for a competing transaction without prior written consent during the term.
- Valid for three (3) months from execution, unless extended by mutual written consent.
- Next steps listed: share swap / share subscription agreement, shareholders' agreement and ancillary agreements.
- Mandatory approvals listed include audit committee approval, board approvals of both parties, shareholder approvals where required, and in-principle approval from stock exchange(s) if applicable.
- Shares issued are to be subject to lock-in, if any, as prescribed under applicable SEBI regulations; transfer restrictions, tag-along and drag-along rights are to be built into definitive agreements.
Board and committee changes
- Resignations of Ms. Swati Jain, Mr. Kanwar Nitin Singh and Mr. Lovish Kataria, all non-executive independent directors, were taken on record with effect from 21 October 2026.
- Audit Committee: Mr. Mohit Lochan (Chairman), Mr. Indrajeet Pradhan and Ms. Ritika Bachhawat.
- Nomination & Remuneration Committee: Mr. Indrajeet Pradhan (Chairman), Mr. Mohit Lochan and Ms. Ritika Bachhawat.
- Stakeholder Relationship Committee: Mr. Mohit Lochan (Chairman), Mr. Indrajeet Pradhan and Ms. Ritika Bachhawat.
Registered office
- Approved shifting from Plot 3, Shop 325, DDA C. CNTR, Aggarwal Plaza, Sec-14, Rohini, New Delhi, 110085 to D-4, Basement, Jangpura Extension, South Delhi, New Delhi, 110014, within the local limits of ROC Delhi I, with immediate effect.
What to track from here
- Execution of the definitive share swap / share subscription and shareholders' agreements for the Dream Media Network proposal, and the independent valuation that sets the swap ratio.
- Actual purchase and sale transactions with Alvora Jewels, since the MOU itself commits no minimum quantity or value.
- Any further change in board composition following the three independent director exits.
Also from Adishakti Loha and Ispat
Three independent directors exit; board rejigs committees and signs two MOUs
22 Oct 2026
Board approves MOU to explore up to 100% stake in Dream Media via share swap; three independent directors resign
22 Oct 2026
Board approves MOUs with Dream Media Network and Alvora Jewels; 3 independent directors resign
22 Oct 2026
More numbers
- Stake proposed to be acquired in Dream Media Networkup to 100%
- Dream Media Network fully diluted equity share capital covered100% of the fully diluted equity share capital
- Affirmative rights described in Dream Media Network term sheet100% control
- Validity of Dream Media Network term sheetthree (3) months
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