Agenda Items and Details
Item 1: Increase of Authorised Share Capital
- Current Capital: ₹45,00,00,000 divided into 45,00,00,000 equity shares of ₹1 each
- Proposed Increase: Additional ₹18,00,00,000 divided into 18,00,00,000 equity shares of ₹1 each
- New Authorized Capital: ₹63,00,00,000 divided into 63,00,00,000 equity shares of ₹1 each
- Legal Basis: Sections 61(a), 64, and 13 of Companies Act, 2013
- Requirement: To accommodate the preferential issue and meet growing business needs
Item 2: Preferential Allotment of Equity Shares to Non-Promoters
- Total Shares: 2,28,30,902 equity shares of face value ₹1 each
- Issue Price: ₹416.60 per share (including premium of ₹415.60)
- Total Amount: ₹951,13,53,773.20
- Relevant Date: 3rd July, 2026 (for price determination)
- Allottees: 55 identified non-promoter entities/individuals including:
- Saint Capital Fund: 50,00,000 shares
- Nautilus Private Capital Ltd: 25,00,000 shares
- Maestro Emerging Fund PCC: 25,00,000 shares
- Robust Knights Fund PCC: 25,00,000 shares
- M7 Global Fund PCC: 25,00,000 shares
- Cullinan Opprts Fund: 25,00,000 shares
- Tata Business Cycle Fund: 12,00,000 shares
- Various other entities and individuals with smaller allocations
Item 3: Preferential Allotment of Convertible Equity Warrants
- Total Warrants: 5,69,15,380 convertible equity warrants
- Issue Price: ₹416.60 per warrant (including warrant subscription and exercise price)
- Total Amount: ₹2,371,09,47,308
- Allottees: Promoter group and 90 non-promoter entities/individuals including:
- Chanakya Reddy Baddam (Promoter): 1,30,50,000 warrants
- Kanishka Reddy Baddam (Promoter): 1,30,50,000 warrants
- Opal Global Diversified Fund Limited: 1,20,00,000 warrants
- Cullinan Opprts Fund: 45,00,000 warrants
- Various other entities and individuals with smaller allocations
Warrant Terms:
- 25% warrant subscription price payable upfront
- 75% warrant exercise price payable at conversion
- Conversion period: Within 12 months from allotment
- Warrants lapse if not exercised within 18 months
Item 4: Borrowing Authorization
- Authorization Limit: ₹5,000 crores
- Purpose: For business requirements and larger project bids
- Legal Basis: Section 180(1)(c) of Companies Act, 2013
- Supersedes: Previous authorization of ₹1,500 crores approved on 16th August, 2024
Item 5: Security Creation Authorization
- Authorization Limit: ₹5,000 crores
- Purpose: To mortgage/charge company properties for securing borrowings
- Legal Basis: Section 180(1)(a) of Companies Act, 2013
Item 6: Loans, Guarantees and Investments Authorization
- Authorization Limit: ₹7,000 crores
- Purpose: For investments in subsidiaries/bodies corporate and providing loans/guarantees
- Legal Basis: Section 186 of Companies Act, 2013
Financial Impact and Utilization of Proceeds
The company intends to utilize the ₹3,322 crore raised through preferential issue for:
- Potential acquisitions: ₹1,50,000 lakhs
- Debt repayment: ₹50,000 lakhs
- Working capital: ₹80,000 lakhs
- General corporate purposes: ₹52,223 lakhs (up to 25% of total proceeds)
Monitoring and Compliance
- Monitoring Agency: Acuite Ratings and Research Limited appointed to monitor fund utilization
- Quarterly reports: To be submitted and uploaded on company website
- SEBI ICDR Compliance: Full compliance with regulations confirmed
- Lock-in Period: Equity shares and warrants subject to lock-in as per SEBI ICDR Regulations
Shareholding Pattern Impact
- Pre-issue Promoter Holding: 49.98% (18,57,24,200 shares)
- Post-issue Promoter Holding: 46.93% (21,18,24,200 shares including warrant conversion)
- No change in control: Promoters retain controlling interest
Voting Arrangements
- EGM to be conducted through VC/OAVM
- Remote e-voting period: 31st July to 3rd August, 2026
- Scrutinizer: M/s. MNM & Associates represented by Mrs. Sridevi Madati
- Results to be announced within 48 hours of meeting conclusion