Nature of the Event

Regulatory disclosure of Extra Ordinary General Meeting notice for shareholder approval of preferential issue of equity shares and fully convertible share warrants.

Key Quantitative Figures

  • Equity Shares: 32,00,000 fully paid-up equity shares of face value ₹10 each
  • Equity Issue Price: ₹12 per share
  • Equity Issue Amount: ₹3,84,00,000 (Three Crore Eighty Four Lakhs)
  • Convertible Warrants: 2,16,55,216 warrants of face value ₹10 each
  • Warrant Issue Price: ₹12 per warrant
  • Warrant Issue Amount: ₹25,98,62,592 (Twenty Five Crore Ninety Eight Lakhs Sixty Two Thousand Five Hundred Ninety Two)
  • Total Fundraise: ₹29,82,62,592 (Twenty Nine Crore Eighty Two Lakhs Sixty Two Thousand Five Hundred Ninety Two)
  • Post-issue Share Capital: 2,93,55,216 equity shares (assuming full warrant conversion)

Dates of Action

  • Board Meeting Date: July 16, 2026
  • EGM Date: August 15, 2026 at 11:00 AM
  • Record Date: August 8, 2026
  • Remote E-voting Period: August 12, 2026 (9:00 AM) to August 14, 2026 (5:00 PM)
  • Relevant Date for Pricing: July 16, 2026 (30 days prior to EGM)
  • Warrant Conversion Period: Post 4 months from open offer completion but within 18 months from allotment

Parties Involved

Proposed Allottees for Equity Shares:

  • Shah Nishil Sanjaykumar (Proposed Promoter): 22,00,000 shares
  • Niranjankumar Navratanmal Jain (Proposed Promoter): 10,00,000 shares

Proposed Allottees for Convertible Warrants: 34 allottees including proposed promoters, promoter group, and non-promoters with detailed allocation as per the explanatory statement.

Regulatory Authorities: SEBI, RBI, BSE Limited, Ministry of Corporate Affairs

Professional Advisors:

  • M/s. Dhandhara & Associates, Company Secretaries (Scrutinizer and Compliance Certifier)
  • RV Manish Santosh Buchasia, IBBI Registered Valuer (Valuation Report)
  • Adroit Corporate Services Private Limited (RTA)
  • National Securities Depository Limited (E-voting agency)

Purpose and Rationale

The proceeds will be utilized for "Augmentation of capital base to strengthen Net Owned Funds (NOF) and maintain adequate CRAR as per guidelines of the Reserve Bank of India" with tentative utilization timeline of 12 months from receipt of funds.

Financial and Operational Impact

  • Change in Control: The preferential allotment to proposed promoters will result in change of control attracting SEBI Takeover Regulations
  • Open Offer Triggered: The acquisition of 26% of emerging voting share capital requires mandatory open offer under Regulation 3(1) and 4 of SAST Regulations
  • Public Announcement Date: July 16, 2026
  • Post-issue Promoter Holding: 51.10% (assuming full warrant conversion)
  • Lock-in Period: As prescribed under Chapter V of SEBI ICDR Regulations

Capital Structure Impact

Preferential Issue Impact:

  • Pre-issue share capital: 45,00,000 equity shares
  • Post-equity issue share capital: 77,00,000 equity shares
  • Post-full warrant conversion share capital: 2,93,55,216 equity shares
  • Significant dilution and change in shareholding pattern

Voting Arrangements

  • Remote e-voting facility through NSDL
  • Cut-off date for voting eligibility: August 8, 2026
  • Scrutinizer: M/s. Dhandhara & Associates, Company Secretaries
  • Voting instructions detailed in the notice with technical support contacts

Additional Information

  • The notice is being sent electronically in compliance with MCA and SEBI green initiative circulars
  • All relevant documents available for inspection at registered office and company website
  • No gifts shall be provided to members before, during or after the EGM
  • The company undertakes to recompute price if required under SEBI ICDR Regulations