Key Quantitative Figures

  • Total Warrants to be Issued: 22,00,000 (Twenty-Two Lakh)
  • Face Value per Warrant: ₹5
  • Issue Price per Warrant: ₹30 (including a premium of ₹25)
  • Total Potential Fundraise: ₹6,60,00,000 (₹6.60 Crores)
  • Conversion Ratio: 1 Warrant = 1 Equity Share of face value ₹5
  • Conversion Period: 18 (Eighteen) months from the date of allotment

Parties Involved

  • Stock Exchange: BSE Limited
  • Proposed Allottees (Non-Promoter/Public Category):

1. Mr. Sudhir Avasthi (Managing Director of the Company) - 11,00,000 warrants

2. Mr. Deepankar Barat (President of the Company) - 11,00,000 warrants

  • Scrutinizer: Ms. Kamlesh Gupta, Practicing Company Secretary
  • Registrar and Share Transfer Agent (RTA): Alankit Assignments Limited
  • Voting Service Provider: Central Depository Services (India) Limited (CDSL)
  • Valuer: CA Kapil Dev Dhir (IBBI Registered Valuer)
  • Practicing Company Secretary: Mr. Rahul Kumar (Rahul Kumar & Co.), who provided a compliance certificate.

Purpose / Rationale

The objects of the preferential issue are to meet the working capital requirement of the Company, raising an aggregate amount of ₹6.60 Crores.

Financial & Operational Impact

  • Capital Raising: The issue will result in an inflow of up to ₹6.60 Crores.
  • Capital Structure Impact: The issuance and subsequent conversion of warrants will lead to an increase in the company's paid-up share capital.
  • Pre-Issue Paid-up Capital: 2,55,96,180 equity shares of ₹5 each.
  • Post-Issue Paid-up Capital (on full conversion): 2,77,96,180 equity shares of ₹5 each.
  • Dilution: The promoter holding will dilute from 53.37% to 49.14% post-issue on a fully diluted basis. The holding of the allottees (Mr. Avasthi and Mr. Barat) will increase.
  • Lock-in: The warrants and the equity shares allotted upon conversion will be subject to a lock-in as specified under ICDR Regulations. The pre-preferential allotment shareholding of the allottees, if any, shall be locked-in for 90 trading days from the date of allotment.

Key Terms & Conditions of Warrant Issue

  • Amount payable on allotment of warrants: 25% of the issue price (₹7.50 per warrant).
  • Amount payable on conversion: 75% of the issue price (₹22.50 per warrant) before conversion.
  • Relevant Date for pricing: Thursday, June 25, 2026 (30 days prior to the deemed date of resolution passing).
  • Lapse Condition: If the warrant holder does not apply for conversion within 18 months, the amount paid on allotment (25%) shall be forfeited.
  • Ranking: Equity shares issued on conversion will rank pari-passu with existing shares.
  • Pricing Justification: The price of ₹30 per warrant was determined by an independent valuer, CA Kapil Dev Dhir, in accordance with Regulation 165 of SEBI ICDR Regulations, as the company's shares are infrequently traded.

Other Material Disclosures

  • The company has undertaken that it, its promoters, and directors are not wilful defaulters or fugitive economic offenders.
  • The company is eligible for preferential allotment under ICDR Regulations and is in compliance with minimum public shareholding norms.
  • No change in management or control is contemplated due to this issue.
  • The issue is within the authorized share capital of the company.
  • Except for Mr. Sudhir Avasthi and Mr. Deepankar Barat (the proposed allottees), no other Director is interested in the resolution.

Voting Information

  • The company is providing remote e-voting facilities through CDSL.
  • Members can vote electronically from 24th to 26th July 2026 or by ballot paper at the EGM venue.
  • The scrutinizer will submit a consolidated report to the Chairman, and results will be declared thereafter and posted on the company's website and BSE.