Key Quantitative Figures

  • Total Warrants: 380,711 warrants
  • Issue Price: ₹394 per warrant (₹98.50 warrant subscription price + ₹295.50 warrant exercise price)
  • Total Issue Size: ₹15,00,00,134 (₹15 crore)
  • Relevant Date for Pricing: July 17, 2026
  • Floor Price: ₹393.60 per warrant as per SEBI ICDR Regulations
  • VWAP Calculations: 90-day VWAP ₹302.37, 10-day VWAP ₹393.60

Allocation to Proposed Allottees

| Allottee Name | Warrants | Subscription Amount (₹) | Exercise Amount (₹) | Total Amount (₹) |

| Amer Aasif Khan | 229,916 | 2,26,46,726.00 | 6,79,40,178.00 | 9,05,86,904.00 |

| Hemant Mohan Anavkar | 47,239 | 46,53,041.50 | 1,39,59,124.50 | 1,86,12,166.00 |

| Manisha Hemant Anavkar | 47,239 | 46,53,041.50 | 1,39,59,124.50 | 1,86,12,166.00 |

| Aarif Ahsan Khan | 56,317 | 55,47,224.50 | 1,66,41,673.50 | 2,21,88,898.00 |

| Total | 380,711 | 3,75,00,033.50 | 11,25,00,100.50 | 15,00,00,134.00 |

Dates and Timeline

  • Board Approval Date: July 20, 2026
  • EGM Date: August 17, 2026 (12:30 PM IST via video conferencing)
  • E-voting Period: August 13, 2026 (9:00 AM) to August 16, 2026 (5:00 PM)
  • Cut-off Date for E-voting: August 10, 2026
  • Warrant Exercise Period: 18 months from date of allotment
  • Allotment Timeline: Within 15 days of shareholder approval or regulatory approvals

Parties Involved

  • Stock Exchange: BSE Limited (SME Platform)
  • Proposed Allottees: Amer Aasif Khan, Hemant Mohan Anavkar, Manisha Hemant Anavkar, Aarif Ahsan Khan (all promoters/promoter group members)
  • Regulatory Authorities: SEBI, RBI, Ministry of Corporate Affairs, Registrar of Companies
  • Depositories: NSDL, CDSL
  • Scrutinizer: D.A Kamat & Co, Company Secretaries
  • Voting Agency: NSDL

Purpose and Object of Issue

The proceeds from the warrant issue (including forfeited amount, if any) will be utilized for:

  • Working Capital: ₹11,30,00,134 (to be utilized by March 31, 2029)
  • General Corporate Purpose: ₹3,70,00,000 (not exceeding, to be utilized by March 31, 2028)

The estimated funding requirements may vary +/-10% depending on future circumstances.

Financial and Operational Impact

  • Capital Structure Impact: Post-issue share capital will increase from 1,23,19,362 shares to 1,27,00,073 shares upon full conversion
  • Promoter Holding Change: Increase from 68.49% to 69.43% upon full conversion
  • Dilution: Public shareholding will decrease from 31.51% to 30.57%
  • Cash Flow Implications: Immediate inflow of ₹3.75 crore upon warrant subscription, potential future inflow of ₹11.25 crore upon conversion

Lock-in Requirements

  • Pre-preferential allotment shareholding of warrant holders subject to lock-in as per SEBI ICDR Regulations
  • Warrants and equity shares allotted upon conversion subject to lock-in as per SEBI ICDR Regulations
  • Warrants cannot be sold, transferred, hypothecated or encumbered during lock-in period

Conditions and Approvals Required

  • Shareholder approval via special resolution
  • In-principle approval from BSE
  • Other regulatory/statutory approvals as required

Certifications Obtained

  • Pricing Certificate: From K S N C & CO LLP, Chartered Accountants (dated July 20, 2026)
  • Company Secretary Certificate: From KJB & Co. LLP (dated July 24, 2026) confirming compliance with SEBI ICDR Regulations

Voting Arrangements

  • EGM to be conducted through video conferencing/audio visual means
  • Remote e-voting facility provided through NSDL
  • Cut-off date for voting rights: August 10, 2026
  • Related parties permitted to vote as preferential issue excludes related party transaction definition