Key Corrections Made

  • Corrected the stock exchange reference for price calculation from BSE Limited to National Stock Exchange of India Limited (NSE)
  • Rectified the valuation report price to INR 12.77 per warrant/equity share
  • Corrected post-issue shareholding percentage in the explanatory statement

Preferential Issue Details

Entity: Westfield Hygiene Private Limited (Non-Promoter, Public Category)

Issue Size: INR 25,54,00,000 (Twenty Five Crores Fifty Four Lakhs Only)

Securities to be Issued:

  • 1,00,000 equity shares of face value INR 10 each at INR 12.77 per share (including premium of INR 2.77)
  • 1,99,00,000 fully convertible warrants at INR 12.77 per warrant (including premium of INR 2.77)

Payment Terms:

  • Equity shares: Full payment upfront at allotment
  • Warrants: 25% upfront payment (INR 6,35,30,750) at allotment, balance 75% (INR 19,05,92,250) upon conversion

Conversion Terms:

  • Each warrant convertible into one equity share within 18 months from allotment date
  • Conversion may be done in one or more tranches

Pricing Mechanism

Relevant Date: May 18, 2026 (30 days prior to EGM date)

Price Calculation:

  • 90-day VWAP: INR 8.48
  • 10-day VWAP: INR 10.29
  • Independent valuation price: INR 12.77 (by Vishnu Khandelwal, IBBI/RV/06/2020/13029)
  • Final issue price: INR 12.77 per security (as valuation price exceeded exchange calculated prices)

Shareholding Pattern Impact

Pre-issue shareholding (as of March 31, 2026):

  • Promoters: 4,35,83,410 shares (68.48%)
  • Public: 2,00,60,971 shares (31.52%)

Post-issue fully diluted shareholding (assuming full warrant conversion):

  • Promoters: 5,00,83,410 shares (45.51%)
  • Public: 5,99,60,971 shares (54.49%)
  • Westfield Hygiene would hold 2,00,00,000 shares (18.18% including 1,00,000 equity + 1,99,00,000 warrants)

Timeline and Process

  • EGM scheduled: June 17, 2026 at 2:00 PM IST via VC/OAVM
  • Allotment to be completed within 15 days of shareholder approval
  • If regulatory approvals pending, allotment within 15 days of final approval
  • Warrant conversion allotment within 15 days of exercise notice

Existing Warrant Positions

The company has outstanding warrants from previous issues:

  • Jurox Enterprises Private Limited (Non-Promoter): 1,99,00,000 warrants outstanding
  • Surplus Finvest Private Limited (Promoter Group): 65,00,000 warrants outstanding
  • Listing application for recently converted warrants from Surplus Finvest is pending

Corporate Actions Protection

Warrant holders are entitled to participate in future corporate actions including bonus issues, rights issues, stock splits, or consolidations, with appropriate adjustments to conversion terms.

Board Authorities

The board is authorized to:

  • Execute all necessary documents and agreements
  • Apply to stock exchanges for in-principle and listing approvals
  • Appoint valuers, merchant bankers, and other professionals
  • Delegate powers to directors, committees, or officers
  • Make modifications as required to implement the resolution

Document Availability

The corrigendum and EGM notice are available on the company website (www.fmn.co.in) and stock exchange websites (BSE and NSE).