Key Approvals:

1. Variation of Rights for Preference Shares:

  • Approved variation of rights/terms of existing 3,79,00,000 (Three Crore Seventy-Nine Lakh) 1% Non-Cumulative Non-Convertible Redeemable Preference Shares of ₹10 each.
  • These will be converted into 4,65,03,067 (Four Crore Sixty-Five Lakh Three Thousand Sixty-Seven) 1% Non-Cumulative Compulsorily Convertible Preference Shares of ₹1 each.
  • Each CCPS will be convertible into one equity share of face value ₹1 at a price of ₹8.15 per share (including premium of ₹7.15 per share).
  • The price was determined as per Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
  • This conversion is subject to shareholder approval.
  • The CCPS will be compulsorily convertible into equity shares at any time after allotment but on or before the expiry of 18 months from the date of allotment.
  • The allottee for these CCPS is Waa Solar Limited (Promoter Group).

2. Preferential Allotment of Equity Shares:

  • Approved issuance of up to 4,19,01,840 (Four Crore Nineteen Lakh One Thousand Eight Hundred Forty) equity shares of ₹1 each at an issue price of ₹8.15 per share.
  • The issuance is against conversion of outstanding unsecured loans to promoter group entities.
  • The allotment is subject to approval of shareholders and other regulatory authorities.
  • The allotment will be made to the following promoter group entities:
  • Madhav (Phoolsagar Niwas Shahpura Corridor) Highways Private Limited: 1,71,77,914 shares
  • Madhav (Sehora Silodi Corridor) Highways Private Limited: 1,71,77,914 shares
  • Madhav Power Private Limited: 50,23,558 shares
  • Infinity Infrabuild Limited: 25,22,454 shares

3. Postal Ballot Approval:

  • Approved the draft Notice of Postal Ballot with explanatory statement to seek shareholder approval for the above matters.
  • Authorized company officials to finalize and dispatch the notice in accordance with the Companies Act, 2013.

4. Scrutinizer Appointment:

  • Approved appointment of Mr. Haresh Kapuriya, Partner of M/s. K H & Associates, Company Secretaries, as Scrutinizer to scrutinize the e-voting process.

Post-Allotment Shareholding Impact (Annexure-IA):

Assuming full conversion and allotment:

  • Waa Solar Limited will hold 4,65,03,067 equity shares (12.99% holding)
  • Madhav (Phoolsagar Niwas Shahpura Corridor) Highways Private Limited will hold 1,71,77,914 shares (4.80% holding)
  • Madhav (Sehora Silodi Corridor) Highways Private Limited will hold 1,71,77,914 shares (4.80% holding)
  • Madhav Power Private Limited will hold 50,23,558 shares (1.40% holding)
  • Infinity Infrabuild Limited will hold 25,22,454 shares (0.70% holding)
  • Total promoter group holding increase: 24.69%

Financial Implications:

  • Total value of CCPS conversion: Approximately ₹37.90 crore (4,65,03,067 shares × ₹8.15)
  • Total value of equity issuance: Approximately ₹34.15 crore (4,19,01,840 shares × ₹8.15)
  • Combined transaction value: Approximately ₹72.05 crore
  • The transactions will result in significant dilution to existing shareholders and increase in promoter group holding.