The Board of Directors of Accord Synergy Limited, at its meeting held on May 6, 2026, approved two significant corporate actions: the noting of a Share Purchase Agreement (SPA) involving a change in promoter shareholding, and the approval of a preferential issue of equity shares to Dr. Faruk Patel. Following these approvals, the company has issued a Notice of Extra Ordinary General Meeting (EGM) scheduled for Wednesday, June 3, 2026, at 12:30 p.m. via Video Conferencing/Other Audio Visual Means, seeking shareholder approval for the preferential issue.

Share Purchase Agreement: Up to 40% Stake to Change Hands

The board noted and took on record the execution of an SPA dated May 6, 2026, between the existing promoters — Mr. Betulla Khan and Mrs. Roli B Khan (collectively, the "Sellers") — and Dr. Faruk Patel ("Acquirer") along with Mr. Muinulhaque Kadva ("Person Acting in Concert" or "PAC"). Accord Synergy Limited is not a party to the SPA. The key terms of the agreement are summarised below:

Pursuant to the SPA, the Acquirer will be required to make an open offer in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations. Upon completion of the transaction and the open offer, Dr. Faruk Patel together with the PAC will acquire joint control over the company along with the existing Promoter Group and will be classified as promoters/Promoter Group of the company. The board shall also be reconstituted to include directors nominated by the Acquirer upon completion of the transaction.

Preferential Issue of Equity Shares: Key Terms

The board approved the issuance of 4,00,000 (Four Lakh) equity shares on a preferential basis to Dr. Faruk Patel, subject to shareholder approval at the EGM and other necessary regulatory clearances. The issue is in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The details of the proposed preferential issue are as follows:

The relevant date for determining the floor price is Monday, May 4, 2026, being the date 30 days prior to the EGM scheduled on June 3, 2026. The Committee of Independent Directors (IDC), at its meeting held on May 6, 2026, considered the issue price of ₹42.35/- per equity share as fair and reasonable in accordance with the SEBI ICDR Regulations, taking into account the Valuation Report from independent registered valuer Mr. Mukesh Kumar Jain (Registration No.: IBBI/RV/03/2019/12285). The voting pattern of the IDC meeting is set out below:

Dr. Faruk Patel is currently classified as a non-promoter. Pursuant to the completion of the open offer and the preferential issue, he shall be reclassified as a Promoter of the Company, resulting in a change in control.

Utilisation of Proceeds

The total proceeds of ₹1,69,40,000/- raised via the preferential issue are proposed to be utilised as follows:

As the issue size is less than ₹100 Crore, the company is not required to appoint a Credit Rating Agency as a Monitoring Agency to oversee the use of proceeds, in accordance with Regulation 162A of the SEBI ICDR Regulations.

Post-Issue Shareholding Impact

The preferential issue, when combined with the shares to be acquired under the SPA, will have a material impact on the shareholding structure of the company. The shareholding pattern before and after the proposed preferential issue is as follows:

Post the preferential issue, Dr. Faruk Patel's shareholding will stand at 10.33% (4,00,000 shares). Shares acquired through the open offer shall be over and above this number. Upon completion of the open offer and preferential issue, Dr. Faruk Patel shall be reclassified as a Promoter of the Company, resulting in a change in control.

Lock-In Period

The equity shares proposed to be allotted on a preferential basis shall be subject to lock-in in accordance with Chapter V of the SEBI ICDR Regulations. The key lock-in provisions are as follows:

EGM and E-Voting Schedule

The remote e-voting period for the EGM resolution begins on May 31, 2026 at 9:00 A.M. and ends on June 2, 2026 at 5:00 P.M. The record date (cut-off date) for determining eligible voters is May 27, 2026. Members whose names appear in the Register of Members/Beneficial Owners as on the cut-off date may cast their votes electronically through the NSDL e-Voting platform. The EGM Notice has been uploaded on the company's website at www.accordsynergy.com and is also accessible on the websites of the stock exchanges and NSDL. The preferential allotment of equity shares to the proposed allottee is proposed to be completed within 15 days from the date of passing of the special resolution, subject to receipt of all regulatory approvals.