Black Opal discloses non-compete with only one group entity

Black Opal Consultants Limited discloses that its group entities have common pursuits and are authorised to conduct similar business, while its stated non-compete agreement is with Grabhome Consulting Private Limited. The agreement is dated October 13, 2025, and Black Opal says future procedures will address conflicts if they arise.

Can Black Opal’s promoter-linked entities conduct similar business?

Yes. Black Opal states that, as of the Draft Red Herring Prospectus date, its group entities have common pursuits with Black Opal and are authorised to engage in business similar to Black Opal’s business. Common pursuits in this disclosure refers to permitted similar business activities; the prospectus does not state that each entity is currently conducting identical operations.

Black Opal separately says its promoters are interested in promoter-group entities engaged in a similar line of business. Prasoon Chauhan and Sheikh Arfeen Ahmed held 79,37,100 shares in aggregate, representing 95.18% of Black Opal’s pre-offer issued, subscribed and paid-up equity share capital. This concentration makes the treatment of dealings between Black Opal and promoter-linked entities relevant to its governance arrangements.

The stated overlap does not extend to Black Opal Technologies Private Limited, Black Opal’s only wholly owned subsidiary. Black Opal Technologies was incorporated on September 11, 2021, and the prospectus says there are no common pursuits between Black Opal and that subsidiary. The disclosure therefore distinguishes the subsidiary from the group entities that have similar-business authorisation.

Which group entity has Black Opal’s non-compete agreement?

Grabhome Consulting Private Limited is the group entity named in Black Opal’s non-compete disclosure. The agreement is dated October 13, 2025, and Black Opal says it sets out terms that Black Opal and Grabhome Consulting Private Limited must follow while conducting their respective business operations.

The prospectus does not identify comparable non-compete agreements with the other group entities that Black Opal says have common pursuits. The disclosed arrangement is therefore entity-specific rather than described as a group-wide undertaking. Black Opal does not disclose the agreement’s duration, geographical scope, restricted activities, remedies or enforcement process.

The agreement date matches the October 13, 2025 board resolution used to identify Black Opal’s group companies and entities. That framework includes entities with related-party transactions in any of the three financial years covered by restated financial information, promoter-group entities whose transactions in the last completed financial year cumulatively exceeded 10% of revenue, and entities considered material by the board. These are criteria for group-entity identification, not stated restrictions on similar business activity.

How extensive is Black Opal’s disclosed group-entity network?

Black Opal listed 11 group companies or entities under its October 13, 2025 board framework, subject to disclosed status changes for three entities. The list contains private limited companies and limited liability partnerships, or LLPs, which are partnership entities with limited liability for their partners.

The 11 named entities include Aurika Homes Private Limited, Aurika Residences Private Limited, Aurika Developers LLP, Aurika Projects LLP, Black Opal Ventures LLP, Aurika Facility Management LLP, Grabhome Consulting Private Limited and Advika Buildtech LLP. The list also includes MRIV Infra Private Limited, Broadway Capital Advisors LLP and Black Opal Financial Services Private Limited, which Black Opal says ceased to be group companies from October 5, 2024 after Ishan Agarwal resigned from Black Opal’s board.

Black Opal Financial Services Private Limited has a separate disclosed transition. Black Opal and its promoters sold the entity, described as a non-banking financial company registered with the Reserve Bank of India, on November 3, 2025 after Reserve Bank approval. Black Opal says it was in the process of changing management and control, meaning the group-entity disclosure includes a stated post-sale transition.

What conflict controls does Black Opal disclose?

Black Opal says it and its group companies will adopt necessary procedures and practices permitted by law to address conflicts of interest if and when they arise. This is a statement of an intended mechanism rather than a disclosure of specific procedures, approval levels, decision-makers or periodic reporting requirements.

Black Opal also says that, except in the ordinary course of business and as stated in its related-party disclosures, group companies do not have a business interest in Black Opal and there are no related business transactions with group entities. Related-party transactions are dealings with parties connected through specified ownership, management or other relationships. The prospectus directs readers to the related-party disclosure in the restated consolidated financial statements for any exceptions.

Black Opal further confirms that its group entities do not have conflicts with vendors, third-party service providers or immovable-property lessors crucial to Black Opal’s operations. It also says there were no defaults in statutory, bank or institutional dues and no proceedings for economic offences had been initiated against Black Opal. Those statements address specified counterparties and compliance matters, while similar-business conflicts remain subject to the stated future procedures.

What conditions would contain Black Opal’s business overlap?

The disclosed overlap would depend on compliance with the October 13, 2025 agreement between Black Opal and Grabhome Consulting Private Limited, and on Black Opal applying its stated procedures if conflicts arise with other group entities. Since the prospectus does not identify equivalent non-compete arrangements for the remaining entities, the disclosed approach outside Grabhome Consulting Private Limited is conflict management when an instance arises.

The 10% of revenue test in Black Opal’s group-company framework is relevant to how some promoter-group entities were identified. It applies to entities whose related-party transactions in the last completed financial year cumulatively exceeded 10% of Black Opal’s total revenue for that year. Black Opal does not state that this 10% test is a universal threshold for approving, preventing or monitoring conflicts of interest.

Black Opal says no debt securities issued by its group companies were listed on an Indian or overseas stock exchange as of the prospectus date. It also says there were no group-entity litigations that could materially affect Black Opal, except as disclosed in the litigation chapter. These statements limit the disclosed debt-market and litigation issues, but do not change the stated similar-business authorisation.

Conclusion

Black Opal’s disclosure shows that its group entities may pursue business similar to Black Opal’s, but names Grabhome Consulting Private Limited as the party to its October 13, 2025 non-compete agreement. The distinction matters because the promoters’ 95.18% pre-offer holding connects Black Opal’s control structure to promoter-linked entities with common pursuits.

What to watch next is whether Black Opal later specifies the procedures and practices it says it will adopt when conflicts arise, particularly for entities other than Grabhome Consulting Private Limited. Black Opal’s disclosed November 3, 2025 sale of Black Opal Financial Services Private Limited, followed by an ongoing management-and-control transition, is also a stated matter that could affect the group-entity position.