Purple Wave Infocom Ltd

HYGI AIR pilot deployment update

• Completed HYGI AIR pilot across 100 retail outlets with devices connected to centralized monitoring.
• Pilot demonstrated connectivity, centralized monitoring, alerts, analytics, and device-health visibility.
• Post-pilot, evaluating commercial deployment across fuel-retail and other high-footfall facilities, subject to negotiations.
• No confirmed orders, binding contracts, or guaranteed revenue; deployments depend on approvals, timelines, regulatory requirements.
• HYGI AIR extends Purple Wave's connected sensing, cloud monitoring, analytics, and managed services portfolio.
• Company will disclose further updates as required under SEBI LODR regulations.

Transaction details

• Target: Purple Wave Infocom Ltd, listed on BSE.
• Acquirers: Yash Patel, Yashvi Patel, Bhavna Hitesh Patel (PAC; not promoter group).
• Pre-acquisition holding: 2,47,000 voting shares (2.67%).
• Acquired: 14,38,000 voting shares, 15.55% of diluted capital.
• Post-acquisition holding: 16,85,000 voting shares (18.22%).
• Mode: Open market; Date: 29-07-2026.
• Equity share capital before/after: 92,46,000 shares, face value Rs 10.
• Total diluted voting capital after: 92,46,000 shares.
• Salient features: Equity shares rank pari-passu.

Dematerialisation processing and post-entry actions

• Securities received for dematerialisation during the period were confirmed to the depositories (accepted/rejected).
• Securities dematerialised have been listed on the stock exchanges where earlier issued securities are listed.
• Physical certificates for dematerialisation were cancelled after verification, with depositories substituted as registered owner within 15 days.

Purpose of the EGM

• Approval of Purple Wave Infocom Limited Employee Stock Option Plan 2026 (PWIL ESOP 2026)
• Approval to extend ESOP benefits to employees of group, subsidiary, associate, and holding companies

Summary of Resolutions

• Special Resolution 1: Introduce ESOP with up to 400,000 options exercisable into equity shares
• Options exercisable at exercise price not below face value and up to fair market value
• ESOP administered by Nomination and Remuneration Committee with defined vesting and exercise terms
• Special Resolution 2: Extend ESOP benefits to eligible employees of group, subsidiary, associate, and holding companies
• Overall ESOP limit of 400,000 options inclusive of all grants under the scheme
• Shares issued on exercise rank pari passu with existing shares

Voting Outcome

• Voting outcome not disclosed in the notice document

Impact on Shareholding/Control

• Potential issuance of up to 400,000 new equity shares under ESOP increasing share capital
• No immediate change in promoter holding or control disclosed

Utilisation of Funds/Objects

• ESOP intended to attract, retain, motivate employees and align their interests with company growth
• Scheme aims to create long-term wealth and employee ownership culture

Changes to Board/Management

• No changes to board or management reported in the notice

Other Governance/Financial Impact

• ESOP plan to be implemented directly by company without trust involvement
• Exercise price determined by market price one day before grant approval
• Vesting period minimum one year, maximum five years from grant date
• Exercise period up to three years from vesting
• Options not granted to promoters or independent directors
• Shares allotted on exercise not subject to lock-in period
• Board authorized to amend or modify ESOP subject to compliance and employee interest

Nature of Restructuring

• Incorporation of a wholly owned subsidiary by Purple Wave Infocom Limited

Entities Involved

• Purple Wave Infocom Limited is the wholly owned subsidiary of the listed company
• Nano Theatre Private Limited is the newly incorporated subsidiary

Key Transaction Details

• Nano Theatre Private Limited incorporated on 30 March 2026 in Delhi
• Authorized and paid-up capital: 10,000 shares at Rs. 10 each
• Initial capital subscription paid in cash at face value
• Nano Theatre Private Limited operates in the AV industry

Financial Impact

• No turnover or financial contribution as the company is newly incorporated

Rationale and Strategic Objectives

• Expansion of business into the AV industry

Related Party and Shareholder Impact

• Transaction is a related party transaction with common directorship and shareholding
• Transaction conducted at arm’s length
• Nano Theatre Private Limited is a wholly owned subsidiary

Approvals and Timeline

• Certificate of Incorporation received on 30 March 2026