Oseaspre Consultants Limited will convene its first Extra-Ordinary General Meeting (EGM) for FY27 on Friday, October 30, 2026. The meeting aims to secure shareholder approval for increasing authorised share capital and issuing equity shares on a preferential basis.

The board has proposed raising the authorised capital from ₹20 lakh to ₹70 lakh. This increase involves converting the existing 2,00,000 equity shares of face value ₹10 each into 7,00,000 equity shares of the same denomination. The new shares will rank pari passu with existing equity in all respects.

Proposed capital structure changes

The resolution seeks to alter the Memorandum of Association (MoA) and Articles of Association (AoA) to reflect the new capital structure. The Board of Directors has been granted authority to execute necessary filings with the Registrar of Companies and other statutory bodies to effectuate these changes.

Preferential allotment details

Separately, the company intends to issue equity shares on a preferential basis to non-promoters for cash consideration. This action requires compliance with the Companies Act, 2013, and SEBI regulations, including the Issue of Capital and Disclosure Requirements (ICDR) Regulations, 2018, and the Substantial Acquisition of Shares and Takeovers (Takeover) Regulations, 2011.

The meeting is scheduled for 11:00 am at Rajora Banquets, Malad West, Mumbai. The notice has been uploaded to the company website and filed with BSE Limited under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Oseaspre Consultants promoters have entered into a share purchase agreement to sell a controlling stake in the company to Nimesh Sahadeo Singh. The deal involves the transfer of 73.52% of the equity shares for a cash consideration of ₹70,58,064.

The agreement was executed on September 18, 2026. Oseaspre Consultants is not a party to the transaction but received the agreement copy on the same date. The disclosure was made under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Deal Structure and Parties

The sellers include Nowrosjee Wadia and Sons Limited, Tristar Charitable Foundation, Varnilam Investments and Trading Company Limited, Mr. Jehangir Nusli Wadia, and MSIL Investments Private Limited. Collectively, these entities hold 1,47,043 fully paid-up equity shares.

Mr. Nimesh Sahadeo Singh is the sole acquirer. He has no existing relationship with the target company or its promoter group. The transaction is not classified as a related-party deal.

Regulatory Implications

Upon successful completion of the purchase, Mr. Singh intends to be classified as the promoter of the company. The sellers will be reclassified as part of the public category under Regulation 31A (10) of the SEBI LODR Regulations.

The acquirer is required to make an open offer to public shareholders in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The cash consideration is subject to the successful completion of this open offer.

No restrictions or liabilities are imposed on Oseaspre Consultants as it is not a party to the SPA. There are no board nominations or conflict-of-interest disclosures associated with the agreement.

Open Offer Details

Navigant Corporate Advisors Limited has been appointed as the Manager to the Offer. The open offer is for acquiring up to 1,82,000 equity shares representing 26.00% of the emerging equity and voting share capital at a price of ₹48 per share.

The offer follows a proposed preferential allotment of 5,00,000 equity shares approved by the Board on September 18, 2026. This includes 3,25,000 shares to the acquirer and 1,75,000 shares to public category investors.

Financial Arrangements

The maximum consideration payable under the open offer, assuming full acceptance, is ₹87,36,000. The acquirer has deposited ₹90 lakh in an escrow account with Axis Bank Limited, exceeding 100% of the offer consideration.

The acquirer's net worth is certified at ₹12,085.79 lakh as on August 31, 2026. No funds are being borrowed from banks or financial institutions for the purpose of this open offer.