Nature of the Event

Regulatory disclosure of a notice for an Extraordinary General Meeting (EGM) to be held virtually, seeking shareholder approval for an increase in authorized share capital and a preferential issue of warrants.

EGM Details

  • The EGM is scheduled for Friday, August 7, 2026, at 12:00 P.M. IST.
  • It will be conducted through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).
  • The cut-off date for determining shareholder eligibility to vote and attend is Friday, July 31, 2026.
  • Remote e-Voting will be available from 9:00 A.M. on Tuesday, August 4, 2026, to 5:00 P.M. on Thursday, August 6, 2026.
  • The company has appointed Mr. Dhawal Kant Singh or Mr. Kabindra Jha of M/s D.S. Associates as the Scrutinizer.
  • The notice was dispatched electronically to all eligible shareholders whose email addresses were registered with the company or its RTA, KFin Technologies Limited, as of July 10, 2026.

Resolutions for Shareholder Approval

Item No. 1: Ordinary Resolution - Increase in Authorised Share Capital

  • Purpose: To increase the company's authorized share capital to accommodate a new capital raise.
  • Current Capital: ₹13,00,00,000 (Indian Rupees Thirteen Crores) divided into 6,50,00,000 equity shares of ₹2 each.
  • Proposed Capital: ₹20,00,00,000 (Indian Rupees Twenty Crores) divided into 10,00,00,000 equity shares of ₹2 each.
  • Impact: Requires alteration of Clause V of the Memorandum of Association. The board is authorized to take all necessary steps to implement this change.

Item No. 2: Special Resolution - Preferential Issue of Warrants

  • Purpose: To raise funds to reduce debt servicing costs, improve profitability, and fortify the financial position.
  • Instrument: Issuance of up to 1,40,85,571 warrants.
  • Issue Price: ₹26.41 per warrant.
  • Total Issue Size: ₹37,19,99,930.11 (Indian Rupees Thirty Seven Crore Nineteen Lakh Ninety Nine Thousand Nine Hundred Thirty and Eleven Paise).
  • Relevant Date for Pricing: July 8, 2026.
  • Floor Price: ₹26.41, calculated as the higher of the 90-day or 10-day VWAP preceding the relevant date.

Proposed Allottees and Warrant Allocation

| Allottee Name | Category | Number of Warrants | Amount (₹) |

| The Hindustan Times Limited | Promoter | 35,97,122 | 9,49,99,992.02 |

| Kiran Vyapar Limited | Non-Promoter | 35,97,122 | 9,49,99,992.02 |

| Zapfin Teknologies Private Limited | Non-Promoter | 7,57,288 | 1,99,99,976.08 |

| Peanence Commercial Private Limited | Non-Promoter | 6,43,695 | 1,69,99,984.95 |

| Tremis Consultancy LLP | Non-Promoter | 35,97,122 | 9,49,99,992.02 |

| Zafar Ahmadullah | Non-Promoter | 18,93,222 | 4,99,99,993.02 |

| Total | | 1,40,85,571 | 37,19,99,930.11 |

Key Terms of the Warrant Issue

  • Tenure: Promoter warrants have an 18-month exercise period. Non-Promoter warrants have a 12-month exercise period.
  • Payment: 25% of the issue price is payable on allotment. The remaining 75% is payable upon exercise of the warrant.
  • Lapse: Unexercised warrants will lapse after their respective periods, and the upfront payment will be forfeited.
  • Allotment: Warrants will be allotted in dematerialized form within 15 days of the later of: (i) shareholder approval or (ii) receipt of the last regulatory approval.
  • Shares on Exercise: Each warrant entitles the holder to one equity share of ₹2 each. These shares will rank pari-passu with existing shares and will be listed on the stock exchanges.
  • Lock-in: The warrants and the underlying equity shares will be subject to lock-in as prescribed under SEBI ICDR Regulations. The pre-preferential shareholding of the promoter will also be locked-in.

Objects of the Fundraise

The gross proceeds from the full exercise of all warrants (₹37.19 Cr) are proposed to be utilized as follows:

  • Repayment of Debt: ₹35,00,00,000 (94.1% of total).
  • General Corporate Purposes: ₹2,19,99,930 (5.9% of total, which is under the 25% limit for GCP).
  • The estimated timeline for utilization is within 6 months of receiving the funds.

Shareholding Pattern Impact (Pre & Post Issue)

  • Pre-Issue Capital: 5,81,87,078 equity shares.
  • Post-Issue Capital (assuming full exercise): 7,22,72,649 equity shares.
  • Promoter Holding (The Hindustan Times Ltd): Pre-issue: 66.81% (3,88,76,364 shares). Post-issue: 58.77% (4,24,73,486 shares).
  • The resolution explicitly states that there will be no change in control of the company consequent to this issue.

Regulatory and Compliance Undertakings

The company provides several undertakings, confirming:

  • It is eligible for a preferential issue under SEBI ICDR Regulations.
  • It, its promoters, and directors are not wilful defaulters or fugitive economic offenders.
  • It has no subsisting default in dividend payments or share redemptions.
  • It has no outstanding dues to SEBI, stock exchanges, or depositories.
  • It is in compliance with continuous listing conditions.

Other Disclosures

  • A certificate from a Practicing Company Secretary, certifying compliance with ICDR Regulations, has been obtained and is available on the company's website.
  • The explanatory statement details the basis for the warrant price, the identity of the ultimate beneficial owners of the allottees, and the pre-and post-issue shareholding patterns.
  • Extensive instructions are provided for shareholders regarding remote e-voting and attending the virtual EGM.

Voting and Meeting Logistics

  • The company has engaged NSDL to provide remote e-voting and e-voting facilities.
  • Institutional investors must send certified copies of board resolutions authorizing their representatives to vote.
  • The results of the voting will be declared within two working days of the EGM and placed on the company's and NSDL's websites.

#Tags: #Digicontent #PreferentialIssue #SEBIDisclosure #EGM #Fundraising #Neutral