Board outcome: change in control noted, new directors, MD and Chairman appointed

Change in control: Board took note of the transfer on 6th October, 2026 of 3,27,00,000 equity shares (62.29%) from Mr. Gordhan P. Tanwani to Skybridge Interactive LLP; balance 65,00,000 shares (12.38%) to move as the Final Tranche.

Fri 9 Oct 2026

Shares transferred (change in control)

3,27,00,000 equity shares (62.29%) from Mr. Gordhan P. Tanwani to Skybridge Interactive LLP

Final tranche pending

65,00,000 shares (12.38%) to move as the Final Tranche

MD remuneration

Ms. Vidya Pishe, Managing Director for 5 years, Rs. 9,60,000 p.a.

Change in control

• The Board took note of the completion of the open offer and the transfer, on 6th October, 2026, of 3,27,00,000 equity shares (62.29%) held by Mr. Gordhan P. Tanwani (Promoter) to Skybridge Interactive LLP (the Acquirer), resulting in a change in control of the Company in favour of the Acquirer.
• The balance 65,00,000 equity shares (12.38%) are to be transferred as the Final Tranche in terms of the completion of terms of Closing as per the Share Purchase Agreement dated 25th February, 2026.
• This is a transfer of shares from the promoter to the acquirer, not a fresh issue of shares by the company.

New board and leadership

• Five Additional Directors appointed with effect from 9th October, 2026: Mr. Eknath Bade (Non Independent Non-Executive), Mr. Hardeep Darshan Singh Sangha (Non Independent Executive), Ms. Neeru Saini (Independent Director), Mr. Chandresh Dutt Upadhyay (Independent Director) and Ms. Vidya Pishe (Additional Director).
• Ms. Vidya Pishe has been appointed Managing Director for a period of 5 years, from 9th October, 2026 to 8th October, 2031, subject to the approval of the members.
• Her remuneration is Rs. 9,60,000 p.a. (all-inclusive); she is not entitled to sitting fees for attending Board or Committee meetings.
• The Independent Directors have been appointed for a term of 5 consecutive years up to 8th October, 2031, subject to members' approval.
• Mr. Chandresh Dutt Upadhyay has been elected Chairperson of the Board, in place of Mr. Nikhil G. Tanwani.
• The Additional Directors hold office up to the ensuing 27th AGM.

Resignations

• Mr. Nikhil G. Tanwani (Managing Director and Director), Mrs. Malavika A. Acharya (Director), Mr. Hemraj Chheda and Mr. Shekhar Mennon (Independent Directors) and Mr. Ajay D. Acharya (Chief Financial Officer) resigned with effect from the close of business hours on 9th October, 2026, consequent upon the change in control.
• Each of them confirmed there are no other material reasons for the resignation, as stated in their letters.

Committees and auditors

• The Audit Committee, the Nomination and Remuneration Committee and the Stakeholders' Relationship Committee were reconstituted; Ms. Neeru Saini chairs the Audit Committee and Mr. Chandresh Dutt Upadhyay chairs the Nomination and Remuneration Committee.
• M/s. Dholakia & Associates LLP resigned as Secretarial Auditor with effect from 9th October, 2026; M/s. G. R. Gupta & Associates were appointed to fill the casual vacancy up to the conclusion of the 27th AGM and recommended for a first term of 5 consecutive years from the conclusion of the 27th AGM to the conclusion of the 32nd AGM (FY 2026-27 to FY 2030-31), subject to members' approval.
• M/s. Jitendra Chandulal Mehta & Co., Chartered Accountants, were appointed Internal Auditor for FY 2026-27 in place of M/s. SCA & Associates.
• Ms. Vidya Pishe (Managing Director) and Mr. Hardeep Darshan Singh Sangha (Executive Director) were authorised under Regulation 30(5) to determine the materiality of events or information.

Annual General Meeting and other business

• The 27th AGM will be held on Tuesday, 3rd November, 2026 at 11.30 a.m. (IST) through VC / OAVM.
• The cut-off date for e-voting is Tuesday, 27th October, 2026, with remote e-voting from Friday, 30th October, 2026 (9.00 a.m.) to Monday, 2nd November, 2026 (5.00 p.m.).
• The Board approved the Board's Report, the Corporate Governance Report and the Management Discussion and Analysis Report for FY 2025-26.

What shareholders may track

• Completion of the transfer of the balance 65,00,000 equity shares (12.38%) as the Final Tranche.
• Member approvals at the 27th AGM for the Managing Director's appointment and for the Independent Directors' appointments and terms.
• The operations of the reconstituted Board and Committees, which now stand largely made up of directors appointed after the change in control.

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