Detailed Summary

Key Proposal: Preferential Allotment

The Board of Directors, at its meeting held on 5th June 2026, approved a proposal to issue and allot equity shares on a preferential basis. This requires shareholder approval via a special resolution.

Quantitative Details of the Issue

  • Total Shares to be Allotted: 24,59,622 (Twenty Four Lakh Fifty Nine Thousand Six Hundred Twenty Two) Equity Shares
  • Face Value: ₹10 per share
  • Issue Price: ₹24 per share (comprising ₹10 face value + ₹14 premium)
  • Total Issue Size: ₹5,90,30,928 (Rupees Five Crore Ninety Lakh Thirty Thousand Nine Hundred Twenty-Eight Only)

Allottee Details

The shares are to be allotted to the following seven individuals, all categorized as 'Public' (Non-Promoter):

1. Rakesh Kalapala (PAN: ACRPK5809L) - 6,00,000 shares (₹1,44,00,000)

2. Atluri Raja Babu (PAN: AEKPA5450J) - 6,00,000 shares (₹1,44,00,000)

3. Kollu Anantha Srinivasa Rao (PAN: AEOPK6614E) - 4,00,000 shares (₹96,00,000)

4. Manepalli V Gana Suresh (PAN: AUGPM0918D) - 3,00,000 shares (₹72,00,000)

5. Nandigam Abhishek (PAN: AGAPN1256D) - 2,59,622 shares (₹62,30,928)

6. Mohit Gurjar (PAN: AKTPG9711F) - 2,00,000 shares (₹48,00,000)

7. Ramarao Talluri (PAN: AFNPT4680H) - 1,00,000 shares (₹24,00,000)

Purpose / Objects of the Issue

The net proceeds from the issue are proposed to be utilized as follows:

  • Redemption of 0.01% Non-Cumulative Redeemable Preference Shares: ₹5,90,00,000 (To redeem 5,90,000 preference shares of ₹100 each)
  • General Corporate Purpose: ₹30,928

The entire amount is slated for utilization within one month of receipt.

Pricing Justification

The equity shares are not frequently traded. The issue price of ₹24 per share was determined as per Chapter V of the SEBI ICDR Regulations, 2018, based on a valuation report from an independent registered valuer, Mr. V Gangadhara Rao N (IBBI Registration No. IBBI/RV/06/2019/10709). The relevant date for pricing is 5th June 2026.

Shareholding Pattern Impact

  • Pre-Issue Paid-up Capital: 1,75,40,378 equity shares
  • Post-Issue Paid-up Capital: 2,00,00,000 equity shares
  • Promoter Holding Dilution: Promoter holding will decrease from 74.34% (1,30,38,828 shares) to 65.20% (1,30,38,828 shares).
  • Public Holding Increase: Public holding will increase from 25.66% (45,01,550 shares) to 34.80% (69,61,172 shares).
  • Allottee Holdings: The allottees will collectively hold 12.29% of the post-issue capital. The largest allottees, Rakesh Kalapala and Atluri Raja Babu, will hold 3.00% each post-allotment.
  • No Change in Control: The disclosure confirms there will be no change in the management or control of the Company.

Regulatory and Compliance Framework

The allotment is subject to and will be conducted in compliance with:

  • Sections 23(1)(b), 42, 62(1)(c) of the Companies Act, 2013
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations), specifically Chapter V
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011
  • Rules prescribed under the Companies Act, 2013
  • The shares will be subject to a lock-in period as stipulated under SEBI ICDR Regulations.

Timelines and Process

  • EGM Date: Monday, 6th July 2026
  • Allotment: To be completed within 15 days from the date of passing the special resolution, or within 15 days from receipt of the last required regulatory approval if applicable.
  • E-Voting: Remote e-voting is provided through NSDL. The voting period begins on Friday, 3rd July 2026 at 09:00 AM and ends on Sunday, 5th July 2026 at 05:00 PM. The cut-off date for determining voting rights is Monday, 29th June 2026.

Other Confirmations

  • The company, its promoters, and directors confirm they are not wilful defaulters or fugitive economic offenders.
  • The preferential issue is for cash consideration only.
  • No promoter, director, key managerial personnel, or their relatives are participating in this issue.
  • A certificate from a practicing company secretary confirming compliance with ICDR regulations will be made available for inspection.