Change in control: 62.29% stake transferred, five directors appointed, four directors and CFO resign

The Board took note of the completion of the open offer under SEBI (SAST) Regulations, 2011 and of the transfer on 6th October, 2026 of 3,27,00,000 equity shares (62.29%) by promoter Mr. Gordhan P. Tanwani to Skybridge Interactive LLP.

Fri 9 Oct 2026

Shares Transferred

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

Final Tranche Balance

65,00,000 equity shares (12.38%)

MD Remuneration

Rs. 9,60,000 p.a.

Change in control

The Board took note of the completion of the open offer under the SEBI (SAST) Regulations, 2011 and of the transfer on 6th October, 2026 of 3,27,00,000 equity shares (62.29%) by Mr. Gordhan P. Tanwani, the promoter, to Skybridge Interactive LLP, the acquirer. This has resulted 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 the terms of Closing as per the Share Purchase Agreement dated 25th February, 2026.

New board and management

On the recommendation of the Nomination and Remuneration Committee, the Board appointed five Additional Directors with effect from 9th October, 2026:

• Mr. Eknath Bade - Non-Independent Non-Executive Director
• Mr. Hardeep Darshan Singh Sangha - Non-Independent Executive Director
• Ms. Neeru Saini - Independent Director, for 5 consecutive years up to 8th October, 2031
• Mr. Chandresh Dutt Upadhyay - Independent Director, for 5 consecutive years up to 8th October, 2031
• Ms. Vidya Pishe - Additional Director

The Additional Directors hold office up to the ensuing 27th AGM, and the appointment of the Independent Directors is subject to the approval of the members.

Mr. Chandresh Dutt Upadhyay, Independent Director, has been elected Chairperson of the Board in place of Mr. Nikhil G. Tanwani.

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), and she is not entitled to sitting fees for attending meetings of the Board or its Committees.

Resignations

Consequent upon the change in control, the Board took note of the resignations, with effect from the close of business hours on 9th October, 2026, of:

• Mr. Nikhil G. Tanwani - Managing Director and Director
• Mrs. Malavika A. Acharya - Director
• Mr. Hemraj Chheda - Independent Director
• Mr. Shekhar Mennon - Independent Director
• Mr. Ajay D. Acharya - Chief Financial Officer

All the directors who have resigned and the CFO confirmed there are no other material reasons for their resignation.

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, Mr. Chandresh Dutt Upadhyay chairs the Nomination and Remuneration Committee, and Mr. Hardeep Darshan Singh Sangha chairs the Stakeholders' Relationship Committee.

The Board took note of the resignation of M/s. Dholakia & Associates LLP as Secretarial Auditor with effect from 9th October, 2026, and appointed M/s. G. R. Gupta & Associates, Company Secretaries, to fill the casual vacancy up to the conclusion of the 27th AGM. Their appointment 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) has been recommended, subject to the approval of the members.

M/s. Jitendra Chandulal Mehta & Co., Chartered Accountant, has been appointed Internal Auditor for FY 2026-27 in place of M/s. SCA & Associates.

Other Board decisions

• Ms. Vidya Pishe (Managing Director) and Mr. Hardeep Darshan Singh Sangha (Executive Director) were authorised to determine the materiality of events or information.
• The Board approved the Board's Report, the Corporate Governance Report and the Management Discussion and Analysis Report for FY 2025-26.
• 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, and remote e-voting runs from Friday, 30th October, 2026 (9.00 a.m.) to Monday, 2nd November, 2026 (5.00 p.m.).

What this means

A change in control means the promoter group running the company has changed hands. The incoming acquirer has brought in its own board and Managing Director, while the earlier Managing Director, Independent Directors and CFO have stepped down. The appointments of the Independent Directors and of the Managing Director are subject to the approval of the members, so shareholders will vote on these positions in a general meeting, including the coming 27th AGM.

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