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.

Recode Studios Limited has published the notice for its Extraordinary General Meeting (EGM) in newspapers, including Financial Express and Desh Sewak, on July 20, 2026. The meeting is scheduled for Tuesday, August 11, 2026, at 03:00 PM IST via Video Conferencing to seek shareholder approval for the Recode Studios Limited – Employee Stock Option Plan, 2026 (RSL ESOP, 2026). The scheme covers 3,00,000 options, equivalent to 2.82% of the existing paid-up share capital, and aims to attract and retain eligible employees by aligning their interests with the company's growth.

The EGM notice was dispatched electronically to shareholders on or before July 18, 2026, complying with SEBI and MCA circulars that dispense with the requirement for physical copies. The board has fixed Tuesday, August 4, 2026, as the record date to determine member eligibility for voting and participation. Remote e-voting facilities, provided by National Securities Depository Limited (NSDL), will commence on Saturday, August 8, 2026, at 9:00 AM IST and conclude on Monday, August 10, 2026, at 5:00 PM IST.

Key Details of RSL ESOP, 2026

The Compensation Committee will administer the plan, determining the exercise price and vesting proportion based on performance parameters. Each option carries the right to apply for one fully paid-up equity share of ₹10 each upon exercise. The company will use the Black-Scholes option pricing model to determine the fair value of options for accounting purposes. The scheme involves only new issues of shares and does not envisage any secondary acquisition or loans.

Shareholders can access the notice and other relevant details on the company's website at https://shop.recodestudios.com/ , the BSE Limited website, and the NSDL e-voting portal. Queries regarding e-voting may be directed to Mr. Aman Goyal, Deputy Manager at NSDL. The filing was submitted to BSE Limited pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.