Revised Outcome: Change in Control Completed, New Board, Chairperson and MD Appointed

Revised outcome of the Board Meeting held on 9th October, 2026.

Sat 10 Oct 2026

Shares Transferred

3,27,00,000 equity shares (62.29%)

Final Tranche Pending

65,00,000 equity shares (12.38%)

MD Appointment

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

Change in control

• The board took note of the completion of the open offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and of the transfer on 6th October, 2026 of 3,27,00,000 equity shares (62.29%) by Mr. Gordhan P. Tanwani (Promoter) to Skybridge Interactive LLP, the Acquirer.
• This results 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 key appointments

• Ms. Vidya Pishe (DIN 11881924) appointed as Managing Director for a period of 5 years from 9th October, 2026 to 8th October, 2031, subject to the approval of the members. Remuneration is Rs. 9,60,000 p.a. (all-inclusive); she is not entitled to sitting fees for attending Board or Committee meetings.
• Mr. Hardeep Darshan Singh Sangha (DIN 11752789) appointed Non Independent Executive Director; his remuneration is to be decided by the Board of Directors.
• Mr. Eknath Bade (DIN 11523239) appointed Non Independent Non-Executive Director; sitting fees only.
• Ms. Neeru Saini (DIN 03617003) and Mr. Chandresh Dutt Upadhyay (DIN 01140078) appointed Independent Directors for a term of 5 consecutive years up to 8th October, 2031, subject to members' approval.
• Mr. Chandresh Dutt Upadhyay 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 (DIN 01995127), Managing Director and Director; Mrs. Malavika A. Acharya (DIN 07007469), Director; Mr. Hemraj Chheda (DIN 00113766) and Mr. Shekhar Mennon (DIN 02262964), Independent Directors; and Mr. Ajay D. Acharya, Chief Financial Officer, resigned consequent upon the change in control, with effect from the close of business hours on 9th October, 2026.
• The directors who resigned and the CFO have confirmed that there are no other material reasons involved.

Committees and auditors

• The Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee were reconstituted. Ms. Neeru Saini chairs the Audit Committee and the Nomination and Remuneration Committee; Mr. Chandresh Dutt Upadhyay chairs the Nomination and Remuneration Committee, and Mr. Hardeep Darshan Singh Sangha chairs the Stakeholders' Relationship Committee.
• M/s. Dholakia & Associates LLP resigned as Secretarial Auditor; M/s. G. R. Gupta & Associates was 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 27th AGM to the 32nd AGM (FY 2026-27 to FY 2030-31), subject to members' approval.
• M/s. Jitendra Chandulal Mehta & Co. appointed Internal Auditor for FY 2026-27 in place of M/s. SCA & Associates.

Other decisions

• Ms. Vidya Pishe (Managing Director) and Mr. Hardeep Darshan Singh Sangha (Executive Director) 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 convened on Tuesday, 3rd November, 2026 at 11.30 a.m. (IST) through VC / OAVM.

What this means for retail investors

• A change in control means the promoter group has changed: Skybridge Interactive LLP now controls the company after the open offer and the transfer of the shares from the earlier promoter.
• The entire board and the CFO have been replaced by persons appointed consequent upon that change, with fresh independent directors brought in for fixed five-year terms and a new Managing Director and Chairperson in place.
• The Audit, Nomination and Remuneration and Stakeholders' Relationship Committees have been reconstituted, and the Secretarial and Internal Auditors have changed. These are the governance changes that follow the change in control.

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