Key Decisions Approved

1. Alteration of Articles of Association: The Board approved amendments to the Articles of Association, including insertion of the definition of "securities" in Article 3 and amendments to Articles 7 and 11(1). The amendments expressly permit the issue of warrants and other securities convertible into, or exchangeable for, equity shares. This is subject to approval of shareholders by way of special resolution.

2. Preferential Issuance of Warrants:

  • Number of Warrants: Up to 19,37,808 (Nineteen Lakh Thirty Seven Thousand Eight Hundred and Eight) warrants
  • Issue Price: ₹2,193.20 per warrant
  • Total Issue Size: ₹425,00,00,505.60 (Four Hundred and Twenty Five Crore Five Hundred and Five and Sixty Paise)
  • Conversion Terms: Each warrant convertible into 1 fully paid-up equity share of face value ₹2 each
  • Conversion Period: Within 18 months from date of allotment
  • Payment Terms: 25% payable at subscription and allotment, balance 75% payable at time of exercise of conversion right
  • Investor: Zollner Elektronik AG (single investor)
  • Regulatory Compliance: Issue price of ₹2,193.20 is not less than the floor price of ₹2,193.18 determined under SEBI ICDR Regulation 164(1)
  • Shareholding Impact: Post full conversion, Zollner Elektronik AG would hold 19,37,808 equity shares representing 2.82% of share capital
  • Conditions: Subject to shareholder approval and other regulatory/statutory approvals

3. Extra-ordinary General Meeting: The Board approved convening an EGM on Saturday, November 21, 2026, at 11:00 AM through Video Conferencing/Other Audio-Visual Means to seek shareholder approval for all proposals.

4. Monitoring Agency Appointment: The Board appointed CRISIL Ratings Limited, a SEBI registered credit rating agency, as the Monitoring Agency to monitor the use of proceeds from the preferential issue in terms of SEBI ICDR Regulation 162A.

Meeting Details

The Board meeting commenced at 3:30 PM and concluded at 4:15 PM on October 27, 2026.

Financial Impact

The preferential issue will result in potential equity dilution of 2.82% upon full conversion of all warrants. The company will receive ₹425 crore in funding, with 25% (₹106.25 crore) upfront and 75% (₹318.75 crore) upon conversion.

Contingencies

If warrant conversion rights are not exercised within 18 months from allotment date, the entitlement shall expire and any amount paid on such warrants shall be forfeited by the company.