Recode Studios Limited has signed a strategic Investment Term Sheet to acquire up to a 51% equity stake in Aflairza Professionals Private Limited, the entity behind the premium luxury beauty brand AFLAIRZA. The agreement, signed on July 14, 2026, at Ludhiana, involves a combination of secondary acquisition of equity shares from existing promoters and subscription to fresh equity shares. This strategic move will allow recode studios to expand its influence in the premium Beauty & Personal Care (BPC) segment through a structured two-phase acquisition process.

The transaction is structured to be completed in two distinct phases. Phase I involves the acquisition of a 33% equity stake for an aggregate consideration of ₹8.32 crore, with equal allocation between promoter share purchase and fresh capital into the company. This phase is proposed to be finalized by the end of July 2026. Following the achievement of agreed milestones, Recode intends to increase its shareholding to 51% through Phase II, thereby becoming the majority shareholder. The finalization of these phases is subject to the specific terms outlined in the Share Purchase Agreement and the completion of applicable conditions precedent.

Aflairza Professionals Private Limited was founded by Mr. Sagar Urvish Gandhi and Mr. Deep Parekh. The company has established itself as an emerging premium luxury beauty and cosmetics brand, offering professional-grade products developed using advanced Korean formulations. As part of the proposed transaction, the existing promoters will continue to lead the company's day-to-day operations, ensuring continuity in leadership while benefiting from Recode's strategic guidance, financial resources, and growth initiatives.

Commenting on the development, Dheeraj Bansal, Chairman & Managing Director of Recode Studios Limited, stated that the investment marks a milestone in the company's strategy of partnering with high-potential consumer brands. He highlighted that Aflairza's ability to command superior value realization reflects its growing consumer acceptance. The acquisition aligns with Recode's focus on the BPC category, leveraging its product development capabilities, industry expertise, and distribution network to accelerate Aflairza's growth.

The equity shares issued will have a face value of ₹10 each. The specific issue price and the total number of shares to be issued will be determined in accordance with the terms set forth in the Share Purchase Agreement. The disclosure was made to BSE Limited pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Details of the Acquisition

Recode Studios Limited has accepted the resignation of Mr. Naveen Gupta as an Independent Director, effective from the close of business hours on July 13, 2026. The resignation was submitted due to personal and professional commitments, with Gupta stating he may not be able to devote sufficient time to the role going forward. Consequently, he has also ceased to be the Chairman of the Audit Committee of the company with effect from the same date.

The company disclosed this development in a filing to BSE Limited under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The confirmation was provided by Managing Director Dheeraj Bansal on behalf of recode studios .

Mr. Naveen Gupta, holding DIN 10449003, confirmed that there are no material reasons for his resignation other than those mentioned in his resignation letter dated July 13, 2026. The resignation was tendered via email and a formal letter addressed to the Board of Directors.

The following table details the key information regarding the change in directorship:

In his resignation letter, Gupta requested the Board to file the necessary forms with the Registrar of Companies, Chandigarh, to give effect to the resignation. He expressed his gratitude to the Board for the opportunity and wished the company success.