The board of directors of fonebox retail has approved the acquisition of 100% equity shares of NWOM Retailers Private Limited. The transaction will be executed through a Share Subscription and Purchase Agreement (SSPA) dated May 22, 2026, with sellers Mr. Pankaj Kailashnath Vasudeva, Mr. Dhrumil Pradipbhai Shah, and Mr. Rajesh Ujamshibhai Shah. The acquisition is a related party transaction conducted on an arm’s length basis, with the share swap price based on a valuation report dated May 22, 2026, issued by RBSA Valuation Advisors LLP.

To fund the acquisition, the company will issue 30,00,000 equity shares on a preferential basis. These shares, with a face value of ₹10 each, will be allotted at a price of ₹85.80 per share, aggregating to a total consideration of ₹25,74,00,000. The issuance is being made for consideration other than cash, in lieu of the payment for the acquired shares. Mr. Pankaj Kailashnath Vasudeva and Mr. Dhrumil Pradipbhai Shah will be allotted shares in the promoter category, while Mr. Rajesh Ujamshibhai Shah will receive shares in the public category.

Key Financial Details of the Acquisition

NWOM Retailers Private Limited is engaged in the wholesale and retail trade of mobile phones and telephone communications equipment. For the financial year 2024-25, the target entity reported a turnover of ₹25,32,129.65 thousand, compared to ₹13,00,895.00 thousand in the previous fiscal year. The acquisition is expected to generate operational synergies, reduce market competition, and expand the combined market reach of both entities.

Corporate Actions and Approvals

In conjunction with the acquisition, the board approved an increase in the company's authorised share capital. The capital is being raised from ₹10,50,00,000 to ₹13,50,00,000, divided into 1,35,00,000 equity shares of ₹10 each. This change requires a consequential amendment to the Memorandum of Association of the company.

To facilitate these proposals, the board has convened an Extra-Ordinary General Meeting (EGM) scheduled for June 20, 2026. The meeting will be held via video conferencing to seek shareholder approval for the preferential issue, the increase in authorised capital, and other related matters. Ms. Yashree Dixit has been appointed as the scrutinizer for the e-voting process.

Board Appointments

The board also appointed two new Executive Directors effective May 22, 2026. Mr. Pankaj Kailashnath Vasudeva and Mr. Dhrumil Pradipbhai Shah were inducted as Additional Directors. Both appointees bring over 26 years of experience in the retail industry. Their appointments are subject to shareholder approval at the ensuing general meeting.