Recode Studios has accepted the resignation of Manoj Kumar as an Independent Director, effective August 5, 2026. The departure follows a formal letter from Mr. Kumar citing personal circumstances, with no indication of disagreement with the Board or management regarding the company’s affairs. Consequently, Mr. Kumar also ceases to be a member of the Stakeholders Relationship Committee and the Nomination and Remuneration Committee with effect from the close of business hours on August 5, 2026.

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule III – Para A (7B) of Part A. The company also referenced SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, in its filing with BSE Limited. Dheeraj Bansal, Managing Director of Recode Studios Limited, signed the intimation letter dated August 5, 2026.

Resignation Details

Mr. Kumar submitted his resignation via email and a formal letter dated August 5, 2026. In his communication, he explicitly stated that his decision was driven by personal reasons and not by any conflict with the Board, management, or matters relating to the company’s operations. He requested the Board to accept the resignation and file necessary forms with the Registrar of Companies and stock exchanges.

Other Directorships

The filing disclosed that Mr. Kumar holds other directorships in listed entities. He serves as a Non-Executive Director at Susan Electricals India Limited. Within Susan Electricals, he is a member of the Nomination and Remuneration Committee and serves as the Chairman of the Stakeholders' Relationship Committee.

What This Means for Governance

The resignation of an Independent Director requires the Board to ensure compliance with the minimum number of independent directors mandated by SEBI regulations. While the immediate operational impact is limited given the personal nature of the exit, the company must now initiate the process to appoint a successor to maintain board composition standards. The confirmation that there are no material disagreements helps mitigate concerns about internal governance conflicts or undisclosed issues within the management team.

Recode Studios has completed the first phase of its strategic acquisition of Aflairza Professionals Private Limited, securing a 33% equity stake for an aggregate investment of approximately ₹8.32 crore. The transaction, finalized on July 23, 2026, marks a significant step in the company’s expansion into the beauty, cosmetics, and personal care segment. By acquiring this initial stake through a combination of fresh equity subscription and secondary transfers from existing shareholders, Recode Studios aims to leverage operational synergies and enhance its product portfolio within its main line of business.

The acquisition was disclosed pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Para A of Part A of Schedule III and SEBI Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. Dheeraj Bansal, Managing Director of Recode Studios, confirmed that Phase I was completed as per the terms of the Share Purchase Agreement (SPA). The company had previously intimated the BSE on July 14, 2026, regarding the proposed two-phase acquisition strategy intended to eventually secure a 51% controlling stake in the target entity.

Transaction Details

Under Phase I, Recode Studios acquired 2,91,686 equity shares of Aflairza Professionals Private Limited. The shares were purchased at a price of ₹285 per equity share, comprising a face value of ₹10 and a securities premium of ₹275 per share. This initial investment represents a 33% stake and corresponding voting rights in the target company. The remaining phase of the acquisition, which will see Recode Studios increase its holding to 51%, is scheduled for completion by February 2027, subject to the fulfillment of applicable conditions precedent outlined in the SPA.

About the Target Entity

Aflairza Professionals Private Limited is engaged in the manufacturing, marketing, and trading of beauty, cosmetics, and personal care products. The private limited company was incorporated on May 16, 2026, following the conversion of M/s Aflairza Cosmetics, a partnership firm. While the target entity is newly incorporated, it succeeded to the existing business of the partnership firm without interruption. Based on provisional financial statements for the period from May 16, 2026, to June 30, 2026, the target company reported revenue from operations of ₹1.47 crore.

The predecessor partnership firm, M/s Aflairza Cosmetics, demonstrated consistent growth in its turnover over the last three financial years:

Strategic Rationale

The acquisition aligns with Recode Studios’ existing business strategy to strengthen its presence in the beauty and personal care sector. Management stated that the deal is expected to complement and augment the company’s existing operations by enhancing its product portfolio and expanding market reach. Since the target company’s business falls within the main line of business of Recode Studios, no additional governmental or regulatory approvals were required for the transaction. The acquisition is not classified as a related-party transaction, and no promoter or group company holds an interest in the target entity.