Nature of the Event

Regulatory filing pursuant to SEBI Listing Regulations (Regulation 30) to notify the National Stock Exchange of India Ltd and BSE Limited about an Extraordinary General Meeting (EGM) convened to seek shareholder approval for a preferential issue of securities.

EGM Details

  • Date and Time: Friday, August 14, 2026, at 11:30 AM IST
  • Mode: Video Conferencing/Other Audio Visual Means (VC/OAVM)
  • Cut-off date for determining members entitled to vote: Friday, July 10, 2026
  • Remote e-voting period: Starts on Tuesday, August 11, 2026, at 9:00 AM IST and ends on Thursday, August 13, 2026, at 5:00 PM IST
  • Scrutinizer: CS Biswajit Ghosh (Membership No. F8750) or in his absence CS Pramod S M (Membership No. F7834), Partners of M/s. BMP & Co. LLP
  • Results publication: On or before Sunday, August 16, 2026

Business to be Transacted

Item No. 1: To approve the issuance of equity shares and convertible warrants by way of preferential issue (Special Resolution required)

Details of the Preferential Issue

Total Fundraise

₹12,000,000,000 (Indian Rupees Twelve Hundred Crores only)

Securities to be Issued

1. Equity Shares: Up to 1,626,016 fully paid-up equity shares of face value ₹1 each to India Japan Fund (IJF).

  • Issue Price: ₹1,230 per share (including a premium of ₹1,229)
  • Total Amount: ₹1,999,999,680 (₹199.99 crore)
  • Allottee Category: Non-Promoter, QIB (Category II Alternative Investment Fund registered with SEBI, registration number IN/AIF2/23-24/1324)

2. Convertible Warrants: Up to 7,936,507 warrants to the following Promoters:

  • Hero MotoCorp Limited: 7,619,047 warrants
  • Mr. Tarun Sanjay Mehta: 158,730 warrants
  • Mr. Swapnil Babanlal Jain: 158,730 warrants
  • Warrant Issue Price: ₹1,260 per warrant
  • Total Amount upon full conversion: ₹9,999,998,820 (₹999.99 crore)
  • Payment Terms: 25% upfront (₹315 per warrant) payable at allotment, 75% balance (₹945 per warrant) payable at conversion.

Key Terms and Conditions

  • Relevant Date for Floor Price: Wednesday, July 15, 2026 (30 days prior to the EGM date)
  • Floor Price Calculation: As per SEBI ICDR Regulations, Chapter V.
  • The higher of the 90-day or 10-day VWAP was ₹1,175.74 (based on NSE data).
  • Final Issue Price: The price is at a premium to the floor price:
  • Equity Shares for IJF: ₹1,230 (₹54.26 above floor)
  • Warrants for Promoters: ₹1,260 (₹84.26 above floor)
  • Warrant Conversion: Each warrant is convertible into one equity share of ₹1 face value at a premium of ₹1,259. Conversion must be exercised within 18 months from the date of allotment.
  • Lock-in Requirements: As mandated by SEBI ICDR Regulations:
  • Pre-preferential shareholding of all allottees locked-in for 90 trading days from relevant date.
  • Equity shares allotted to IJF (non-promoter) locked-in for 6 months from trading approval.
  • Warrants allotted to promoters locked-in for 1 year from allotment.
  • Equity shares allotted on warrant conversion locked-in for 18 months from trading approval.
  • Allotment Timeline: Securities to be allotted within 15 days of shareholder approval or within 15 days of receiving the last required regulatory approval.
  • Listing: Equity shares and shares from converted warrants will be listed on BSE and NSE.

Objects of the Issue (Utilization of Proceeds)

The proceeds raised (₹1200 crore, assuming full warrant conversion) are intended for:

1. Repayment/Pre-payment of Borrowings: ₹625 crore to repay specific term loans. Details of lenders and outstanding amounts as of June 30, 2026, were provided:

  • The Hongkong and Shanghai Banking Corporation Limited: ₹142.00 crore (Sanctioned: ₹150.00 crore)
  • Axis Bank Limited: ₹150.00 crore outstanding
  • DBS Bank Limited: ₹150.00 crore outstanding
  • IDFC First Bank Limited: Two loans totaling ₹205.00 crore outstanding (Sanctioned: ₹250.00 crore)
  • CSB Bank Limited: ₹39.45 crore outstanding (Sanctioned: ₹100.00 crore)
  • The Federal Bank Limited: ₹80.92 crore outstanding (Sanctioned: ₹100.00 crore)
  • The ICICI Bank Limited: ₹41.70 crore outstanding (Sanctioned: ₹150.00 crore)

Total Outstanding for listed loans: ₹759.07 crore (Total Sanctioned: ₹1,050.00 crore)

2. Marketing Initiatives: ₹125 crore for brand building, advertising, and promotions.

3. General Corporate Purposes: Up to ₹300 crore (25% of proceeds) for strategic initiatives, working capital, capex, etc.

  • Tentative Utilization Timeline: On or before March 31, 2029.
  • Interim Deployment: Pending utilization, funds may be invested in permitted money market instruments.

Monitoring of Proceeds

  • A monitoring agency, CARE Ratings Limited, has been appointed as required by SEBI ICDR Regulation 162A (for issues > ₹100 crore).
  • The agency will submit quarterly reports on fund usage, which will be uploaded on the company's website and submitted to stock exchanges.

Shareholding Pattern Impact (Pre vs. Post Issue)

Figures are as of July 10, 2026 (pre) and projected post-issue on a fully diluted basis, assuming full warrant conversion. They exclude a separately approved QIP.

  • Pre-Issue Paid-up Capital: 39,03,96,956 equity shares
  • Post-Issue Paid-up Capital: 39,99,59,479 equity shares (after adding 1,626,016 new shares and 7,936,507 shares from warrants)
  • Changes in Promoter Holding:
  • Hero MotoCorp Ltd: Increases from 29.48% (11,50,83,252 shares) to 30.68% (12,27,02,299 shares)
  • Tarun Mehta: Increases from 4.93% (1,92,57,732 shares) to 4.85% (1,94,16,462 shares)
  • Swapnil Jain: Increases from 4.93% (1,92,57,732 shares) to 4.85% (1,94,16,462 shares)
  • Change in Non-Promoter Holding:
  • India Japan Fund (IJF): Increases from 5.75% (2,24,65,447 shares) to 6.02% (2,40,91,463 shares)
  • Overall Promoter Group Shareholding: Increases from 39.96% to 40.99%.
  • Public Shareholding: Decreases from 60.04% to 59.01%.
  • No change in control of the company is anticipated.

Regulatory and Compliance Undertakings

The company provided several undertakings as required, confirming:

  • It is not a wilful defaulter or fraudulent borrower.
  • Its directors/promoters are not fugitive economic offenders.
  • It is compliant with continuous listing conditions.
  • The allottees have not sold shares 90 days prior to the relevant date and hold shares in demat form.
  • It has no outstanding dues to SEBI, stock exchanges, or depositories.
  • A compliance certificate has been issued by BMP & Co. LLP, Practicing Company Secretaries.

Other Relevant Information

  • The EGM is being held via VC/OAVM in compliance with MCA circulars.
  • The notice is being sent electronically to members with registered email IDs.
  • The company's RTA is MUFG Intime India Private Limited (Coimbatore).
  • Members can inspect documents like the Director's register and contracts electronically.
  • This preferential issue is separate from a proposed QIP of up to ₹1,500 crore approved by the board on June 12, 2026, and shareholders on July 14, 2026.