Key Decisions and Quantitative Figures

1. Preferential Issue of Equity Shares

  • The Board approved raising funds through preferential issuance of up to 32,00,000 (Thirty Two Lakh) fully paid-up equity shares.
  • Face value: ₹10 per share
  • Issue price: ₹12 per share (including premium of ₹2 per share)
  • Total amount: ₹3,84,00,000 (Three Crore Eighty Four Lakh Only)
  • Allottees: Shah Nishil Sanjaykumar (22,00,000 shares) and Niranjankumar Navratanmal Jain (10,00,000 shares) as detailed in Annexure A
  • This represents 26% of the Emerging Voting Share Capital of the company

2. Triggering of Open Offer

  • The preferential issue triggers obligations under Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011
  • Requires the acquirers to make an open offer
  • Upon completion of the open offer, the allottees shall be classified as Promoters of the company
  • Will result in substantial acquisition and change in control of the company
  • Public announcement made on July 16, 2026

3. Preferential Issue of Convertible Warrants

  • The Board approved issuance of up to 2,16,55,216 (Two Crore Sixteen Lakh Fifty-Five Thousand Two Hundred Sixteen) Convertible Warrants
  • Face value: ₹10 per warrant
  • Issue price: ₹12 per warrant (including premium of ₹2 per warrant)
  • Total amount: ₹25,98,62,592 (Twenty Five Crore Ninety Eight Lakh Sixty Two Thousand Five Hundred Ninety Two Only)
  • 34 allottees across Promoter, Promoter Group, and Non-promoter categories as detailed in Annexure B
  • Warrants convertible into equity shares of face value ₹10 each

4. Warrant Conversion Terms

  • Conversion period: After completion of 4 months from open offer completion and within 18 months from allotment date
  • Payment terms: 25% payable upfront, 75% payable upon conversion
  • If not converted within 18 months, entitlement lapses and upfront consideration is forfeited
  • Warrants do not form part of emerging voting share capital for open offer triggering purposes

5. Corporate Governance Matters

  • Extraordinary General Meeting convened on Saturday, August 15, 2026, at 11:00 AM at registered office
  • Meeting purpose: Seeking shareholder approval for the preferential issues
  • M/s. Dhandhara & Associates, Company Secretaries (ACS No. 73841 C.P. No. 28561) appointed as scrutinizer for Remote E-Voting process

Financial Impact

  • Total immediate fundraising: ₹3,84,00,000 through equity shares
  • Potential additional fundraising: ₹25,98,62,592 upon full warrant conversion
  • Total potential fundraising: ₹29,82,62,592
  • Change in control and promoter classification upon completion of transactions

Pending Approvals

  • Shareholder approval through EGM on August 15, 2026
  • Other necessary approvals as applicable