Futuristic Solutions Limited has made a strategic move by acquiring a significant stake in Diana Euro-Chem Private Limited, a real estate and claims settlement company. The board of Futuristic Solutions approved the purchase of 250 equity shares, representing an 11.96% stake in Diana Euro-Chem, for a total consideration of ₹6,79,61,250.

Transaction Details

Company Background and Rationale

Diana Euro-Chem Private Limited, incorporated on March 23, 1999, operates in the real estate and settlement of claims business. The company's financial performance over the past three years has been as follows:

The nil turnover in FY 2024-25 was attributed to disputes that have since been resolved through a memorandum of settlement signed on October 3, 2025.

Futuristic Solutions expects significant returns from this investment, citing two main factors:

1. Anticipated real estate development in the area where Diana Euro-Chem holds land parcels.
2. The upcoming inauguration of the New Delhi-Dehradun Highway, expected to reduce travel time between the two cities from 6 hours to less than 3 hours.

Regulatory Compliance

The board of Futuristic Solutions has confirmed that the transaction:

• Falls within the company's main objectives
• Does not require shareholder approval
• Is not a related party transaction
• Does not exceed applicable thresholds under Section 186 of the Companies Act, 2013

Additional Board Resolutions

In addition to approving the share purchase, the board has resolved to:

1. Regularize the transaction in the company's books of accounts
2. Update previous disclosures to the Stock Exchange regarding regulatory compliance
3. Reopen past settlement matters with Diana Euro-Chem to seek fair compensation through negotiations, mediation, or arbitration

This strategic investment by Futuristic Solutions Limited appears to be aimed at capitalizing on potential real estate value appreciation, particularly in light of upcoming infrastructure developments. The company's decision to revisit past settlements also suggests a proactive approach to maximizing the value of its investment.

Futuristic Solutions Limited (FSL) has announced a board meeting scheduled for October 25, 2025, to address a significant share acquisition and related corporate actions. The company aims to obtain post-facto approval for a Share Purchase Agreement dated October 3, 2025, involving the acquisition of 250 equity shares in Diana Euro-Chem Private Limited.

Key Meeting Agenda

The board meeting will focus on several important matters:

Acquisition Details

Futuristic Solutions executed the Share Purchase Agreement on October 3, 2025, citing commercial urgency as the reason for not obtaining prior board approval. The company now seeks to regularize this transaction through post-facto approval.

Regulatory Considerations

The board will deliberate on classifying the acquisition under two important sections of the Companies Act, 2013:

1. Section 186: Considering the acquisition as an "investment," requiring shareholders' approval via special resolution.
2. Section 188: Treating the transaction as a Related Party Transaction due to common directorships between Futuristic Solutions and Diana Euro-Chem Private Limited, necessitating shareholders' approval through an ordinary resolution.

Next Steps

Following the board meeting, Futuristic Solutions Limited is expected to:

1. Convene an Extraordinary General Meeting to seek shareholders' approval for the acquisition.
2. Make necessary disclosures to the stock exchange under Regulation 30 of SEBI (LODR) Regulations, 2015.
3. File required e-forms, including MGT-14, with the appropriate authorities.

This board meeting marks a significant step for Futuristic Solutions as it seeks to formalize its recent acquisition and ensure compliance with regulatory requirements. Shareholders and investors will be keenly watching the outcomes of this meeting and the subsequent EGM for further developments in this corporate action.