Nature of the Event

The Board of Directors of AUDROC Limited held a meeting on 01st June, 2026, and approved several items, including a preferential issue of convertible equity warrants, changes in auditors, and the calling of an Extraordinary General Meeting (EGM).

Key Quantitative Figures

  • Preferential Issue: Approved the issuance of up to 20,00,00,000 (20 crore) fully convertible equity warrants.
  • Issue Price: Rs. 4 per warrant, aggregating to Rs. 80,00,00,000 (Eighty Crores).
  • Conversion Terms: Each warrant is convertible into one fully paid-up equity share of face value Re. 1 within 18 months from the date of allotment.
  • Payment Terms: 25% of the issue price payable upfront, and the balance 75% payable upon conversion.
  • Proposed Allottees and Allotment Details:
  • Patel Vandanaben Hiteshkumar: 25,00,000 warrants
  • Rinkal J Patel: 25,00,000 warrants
  • Manjulaben Bharatbhai Patel: 37,50,000 warrants
  • Patel Vinodbhai Ramabhai: 37,50,000 warrants
  • Patel Sureshkumar R: 37,50,000 warrants
  • Krishnaben Rajendrakumar Patel: 37,50,000 warrants
  • Shareholding Impact: Post-allotment shareholding changes are provided, assuming full conversion. For example, Patel Vandanaben Hiteshkumar's holding would increase from 32,50,000 shares (50.00%) to 2,82,50,000 shares (13.68%).

Parties Involved

  • Proposed Investors: Listed individuals including Patel Vandanaben Hiteshkumar, Rinkal J Patel, Manjulaben Bharatbhai Patel, Patel Vinodbhai Ramabhai, Patel Sureshkumar R, and Krishnaben Rajendrakumar Patel.
  • Auditors:
  • Resigning Secretarial Auditor: M/s J.D. Khatnani & Associates
  • New Secretarial Auditor: M/s Avni & Associates (FRN:24779)
  • New Tax Auditor: M/S J M Patel & Bros
  • Agencies:
  • Remote E-Voting Agency: MUFG Intime (India) Private Limited
  • Scrutinizer: Kamlesh Mahendra Bhai Shah, Practicing Company Secretaries

Purpose or Rationale

  • The preferential issue of warrants is to raise capital, as per SEBI ICDR Regulations.
  • The EGM is called to seek shareholder approval for the warrant issuance.
  • Auditor changes are due to resignation and new appointments recommended by the Audit Committee.

Financial Impact

  • The warrant issue could raise up to Rs. 80 crore, with cash flow implications: 25% upfront payment and 75% upon conversion.
  • No other financial impact quantified in the disclosure.

Capital Structure Impact

  • Upon full conversion of warrants, the equity share capital would increase by 20 crore shares, leading to dilution as shown in the post-allotment shareholding table.

Cash Flow Implications

  • Upfront inflow of 25% of issue price (Rs. 20 crore) upon allotment, and additional inflow of 75% (Rs. 60 crore) upon conversion within 18 months.

Forward-Looking Guidance

  • No explicit forward-looking guidance or management commentary provided.

Auditor Changes

  • Resignation of Secretarial Auditor: M/s J.D. Khatnani & Associates resigned effective 01st June, 2026, due to professional commitments.
  • Appointment of New Secretarial Auditor: M/s Avni & Associates appointed for the financial year 2026-27, up to the conclusion of the AGM. Brief profile: ACS A42794, CoP 24779, over 9 years of experience.
  • Appointment of Tax Auditor: M/S J M Patel & Bros appointed for FY 2026-27. Brief profile: CA Jaswant Bhai M Patel, registration No. 107707W, with over 48 years of experience.

Other Approvals

  • Appointed MUFG Intime (India) Private Limited as Remote E-Voting Agency for the EGM.
  • Appointed Kamlesh Mahendra Bhai Shah as Scrutinizer for e-voting.